Common use of Certain Additional Covenants and Agreements Clause in Contracts

Certain Additional Covenants and Agreements. (a) The Company covenants and agrees with Executive that (i) the Company will commence as promptly as possible an issuer tender offer for the currently registered shares of Company common stock not otherwise owned by MPAC Energy, LLC at a purchase price of U.S. $0.06 per share and on other generally standard and customary terms and conditions (the "Tender Offer"); and (ii) the Company ------------ will keep the Tender Offer open for at least the minimum time period required under Rule 13e-4(f) (the "Minimum Time Period") promulgated pursuant to the ------------------- Securities Exchange of Act of 1934, as amended. The parties hereto agree that all documents relating to the Tender Offer will be submitted to MPAC and EnCap and their counsel a reasonable time in advance of commencement of the Tender Offer for review and comment. The parties hereto agree that all comments of MPAC and EnCap on the Tender Offer Documents offered to the Company and its outside counsel will be given due consideration by the Company and its outside counsel in good faith and will be incorporated or appropriately reflected in the Tender Offer Documents unless there is no reasonable basis for such comments under applicable securities or other laws or in fact. (b) Executive covenants and agrees with the Company, MPAC and EnCap that (i) he will cooperate with the Company, MPAC, EnCap and EnCap's representatives, and use his reasonable best efforts, to facilitate a smooth and effective transition to new senior management of the Company, (ii) that during the period commencing on the date hereof and ending on the Effective Date, he will continue to comply with the terms of the Employment Agreement and (iii) he will take no Amaterial action@ on behalf of the Company without the prior written approval of the board of directors of the Company. For purposes of the foregoing, a Amaterial action@ shall include (without limitation) selling or disposing of any oil, gas or mineral property or related asset, entering into any material contract (including any severance or similar arrangements), amending any existing contract in any material respect, or making any capital expenditure or series of related capital expenditures in excess of $25,000.

Certain Additional Covenants and Agreements. (a) The Company covenants and agrees with Executive that (i) the Company will commence as promptly as possible an issuer tender offer for the currently registered shares of Company common stock not otherwise owned by MPAC Energy, LLC at a purchase price of U.S. $0.06 per share and on other generally standard and customary terms and conditions (the "Tender Offer"); and (ii) the Company ------------ will keep the Tender Offer open for at least the minimum time period required under Rule 13e-4(f) (the "Minimum Time Period") promulgated pursuant to the ------------------- Securities Exchange of Act of 1934, as amended. The parties hereto agree that all documents relating to the Tender Offer will be submitted to MPAC and EnCap and their counsel a reasonable time in advance of commencement of the Tender Offer for review and comment. The parties hereto agree that all comments of MPAC and EnCap on the Tender Offer Documents offered to the Company and its outside counsel will be given due consideration by the Company and its outside counsel in good faith and will be incorporated or appropriately reflected in the Tender Offer Documents unless there is no reasonable basis for such comments under applicable securities or other laws or in fact. (b) Executive covenants and agrees with the Company, MPAC and EnCap that (i) he will cooperate with the Company, MPAC, EnCap and EnCap's representatives, and use his reasonable best efforts, to facilitate a smooth and effective transition to new senior management of the Company, (ii) that during the period commencing on the date hereof and ending on the Effective Date, he will continue to comply with the terms of the Employment Agreement and (iii) he will take no Amaterial action@ "material action" on behalf of the Company without the prior written approval of the board of directors of the Company. For purposes of the foregoing, a Amaterial action@ "material action" shall include (without limitation) selling or disposing of any oil, gas or mineral property or related asset, entering into any material contract (including any severance or similar arrangements), amending any existing contract in any material respect, or making any capital expenditure or series of related capital expenditures in excess of $25,000. Notwithstanding the foregoing, the parties hereto acknowledge that Executive is authorized to cause the Company to make the Separation Payment on the Effective Date against receipt by the Company, MPAC and EnCap of Executive's written resignation with the Company as provided in Section 1; further, Executive is --------- authorized to cause the Company to make the "Separation Payment" on the "Effective Date" to Xxxx X. Xxxxxxxx, Xxxxxxx X. Xxxxxxxxxx and Xxxxxx X. Xxxxxxx, respectively, under the Severance Agreement and Mutual Release of even date herewith among Xx. Xxxxxxxx, Xx. Xxxxxxxxxx or Xx. Xxxxxxx (as applicable), the Company, MPAC and EnCap, respectively, against receipt by the Company, MPAC and EnCap of such individual's written resignation as provided in Section 1 of such the above referenced agreement with such individual.

Certain Additional Covenants and Agreements. (a) The Company covenants and agrees with Executive that (i) the Company will commence as promptly as possible an issuer tender offer for the currently registered shares of Company common stock not otherwise owned by MPAC Energy, LLC at a purchase price of U.S. $0.06 per share and on other generally standard and customary terms and conditions (the "Tender Offer"); and (ii) the Company ------------ will keep the Tender Offer open for at least the minimum time period required under Rule 13e-4(f) (the "Minimum Time Period") promulgated pursuant to the ------------------- Securities Exchange of Act of 1934, as amended. The parties hereto agree that all documents relating to the Tender Offer will be submitted to MPAC and EnCap and their counsel a reasonable time in advance of commencement of the Tender Offer for review and comment. The parties hereto agree that all comments of MPAC and EnCap on the Tender Offer Documents offered to the Company and its outside counsel will be given due consideration by the Company and its outside counsel in good faith and will be incorporated or appropriately reflected in the Tender Offer Documents unless there is no reasonable basis for such comments under applicable securities or other laws or in fact. (b) Executive covenants and agrees with the Company, MPAC and EnCap that (i) he will cooperate with the Company, MPAC, EnCap and EnCap's =s representatives, and use his reasonable best efforts, to facilitate a smooth and effective transition to new senior management of the Company, (ii) that during the period commencing on the date hereof and ending on the Effective Date, he will continue to comply with the terms of the Employment Agreement and (iii) he will take no Amaterial action@ on behalf of the Company without the prior written approval of the board of directors of the Company. For purposes of the foregoing, a Amaterial action@ shall include (without limitation) selling or disposing of any oil, gas or mineral property or related asset, entering into any material contract (including any severance or similar arrangements), amending any existing contract in any material respect, or making any capital expenditure or series of related capital expenditures in excess of $25,000.

Certain Additional Covenants and Agreements. (a) The Company covenants and agrees with Executive that (i) the Company will commence as promptly as possible an issuer tender offer for the currently registered shares of Company common stock not otherwise owned by MPAC Energy, LLC at a purchase price of U.S. $0.06 per share and on other generally standard and customary terms and conditions (the "Tender Offer"); and (ii) the Company ------------ will keep the Tender Offer open for at least the minimum time period required under Rule 13e-4(f) (the "Minimum Time Period") promulgated pursuant to the ------------------- Securities Exchange of Act of 1934, as amended. The parties hereto agree that all documents relating to the Tender Offer will be submitted to MPAC and EnCap and their counsel a reasonable time in advance of commencement of the Tender Offer for review and comment. The parties hereto agree that all comments of MPAC and EnCap on the Tender Offer Documents offered to the Company and its outside counsel will be given due consideration by the Company and its outside counsel in good faith and will be incorporated or appropriately reflected in the Tender Offer Documents unless there is no reasonable basis for such comments under applicable securities or other laws or in fact. (b) Executive covenants and agrees with the Company, MPAC and EnCap that (i) he will cooperate with the Company, MPAC, EnCap and EnCap's representatives, and use his reasonable best efforts, to facilitate a smooth and effective transition to new senior management of the Company, (ii) that during the period commencing on the date hereof and ending on the Effective Date, he will continue to comply with the terms of the Employment Agreement and (iii) he will take no Amaterial action@ "material action" on behalf of the Company without the prior written approval of the board of directors of the Company. For purposes of the foregoing, a Amaterial action@ "material action" shall include (without limitation) selling or disposing of any oil, gas or mineral property or related asset, entering into any material contract (including any severance or similar arrangements), amending any existing contract in any material respect, or making any capital expenditure or series of related capital expenditures in excess of $25,000.