Certain Affirmative Covenants of the Company. The Company agrees that, during the period beginning on the Execution Date and ending on the Termination Date, the Company shall, and shall cause each Company Subsidiary to:
(a) maintain its corporate existence in good standing;
(b) comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(d) provide each Holder with copies of all materials sent to its shareholders at the same time as such materials are delivered to such shareholders;
(e) timely file with the Commission all reports required to be filed pursuant to the Exchange Act and refrain from terminating its status as an issuer required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder would permit such termination (and otherwise make and keep public information available, as those terms are understood and defined in Rule 144);
(f) [Intentionally Omitted]
(g) ensure that the Common Stock is at all times listed or quoted on the Nasdaq Global Market, the New York Stock Exchange, the American Stock Exchange, or such other exchange or quotation service reasonably satisfactory to the Holder (or if there is more than one Holder, the Holders holding a majority of the Series C Preferred Stock held by all Holders); and
(h) maintain commercially reasonable insurance coverage (including D&O insurance) for each of the Company and Company Subsidiaries.
Certain Affirmative Covenants of the Company. The Company --------------------------------------------- covenants and agrees that for so long as this Note is outstanding and unpaid either as to the principal hereof or as to interest hereon, it will comply with the following:
Certain Affirmative Covenants of the Company. The Company shall, and shall cause each Company’s subsidiaries to: (i) maintain its corporate existence in good standing; (ii) comply with all governmental requirements and laws applicable to the operation of its business, except for any instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a material adverse effect on the consolidated business, properties, assets, operations, results of operations, financial condition, credit worthiness or prospects of the Company and the Company’s subsidiaries taken as a whole (“Material Adverse Effect”); (iii) comply with all agreements, documents and instruments binding on it or affecting its properties or business, including, without limitation, all material contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
Certain Affirmative Covenants of the Company. The Company covenants and agrees that, from and after the date of this Agreement, the Company shall perform and observe the following covenants and provisions:
Certain Affirmative Covenants of the Company. The Company hereby covenants and agrees that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by Parent, the Company will and will cause its subsidiaries to:
(a) comply in all material respects with all Laws applicable to its business and notify Parent of any legal, administrative or other proceedings, investigations, inquiries, complaints, notices of violations or other asserted claims, judgments, injunctions or restrictions, pending, outstanding or to the Company's knowledge, threatened or contemplated, which could have a Company Material Adverse Effect;
(b) operate its business in the usual and ordinary course consistent with past practices;
(c) use all reasonable efforts to preserve its business organization, maintain its material rights and franchises, retain the services of its respective officers and employees and maintain its relationships with its customers and suppliers;
(d) maintain and keep its properties and assets in as good repair and condition as at present, ordinary wear and tear excepted, and maintain supplies and inventories in quantities consistent with its customary business practice; and
(e) use all reasonable efforts to keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained.
Certain Affirmative Covenants of the Company. The Company covenants that from the date hereof and for so long as any portion of the Transaction Notes (or any amendment thereto or instrument issued in exchange therefor) shall remain outstanding, it will (and will cause any subsidiaries to) observe or perform the following:
Certain Affirmative Covenants of the Company. The Company agrees that, during the period beginning on the Effective Date and ending on the Termination Date, the Company shall, and shall cause each other Loan Party to:
(a) Do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, qualifications, franchises, governmental authorizations, licenses and permits material to the conduct of its business, and maintain all requisite authority to conduct its business in each jurisdiction in which its business is conducted, except where the failure to do so, individually or in the aggregate, does not, or could not reasonably be expected to, result in a Material Adverse Effect; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted hereunder.
(b) Comply with all Governmental Requirements applicable to the operation of its business, except for instances of non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(c) Comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of non-compliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.
(d) In the case of the Company, provide each Holder with copies of all materials sent to the Company’s shareholders at the same time or otherwise promptly after such materials are delivered to such shareholders.
(e) In the case of the Company, timely file with the Commission all reports required to be filed pursuant to the Exchange Act and refrain from terminating its status as an issuer required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules and regulations thereunder would permit such termination (and otherwise make and keep public information available, as those terms are understood and defined in Rule 144).
(f) [Intentionally Omitted].
(g) Maintain commercially reasonable insurance coverage (including D&O insurance) for each of the Company and Company Subsidiaries.
(h) With respect to (x) any Person that becomes a Subsidiary after the Effective Date or (y) any Subsidiary that is in existence as of the Effective Date but is not a Subsidiary Guarantor, if such Subsidiary is required to become a “Borrower” under the Senior Loan Agreement at any time prior to the Senio...
Certain Affirmative Covenants of the Company. The Company agrees that, during the period beginning on the Execution Date and ending on the Termination Date, the Company shall, and shall cause each Company Subsidiary to:
(a) maintain its corporate existence in good standing;
(b) comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(c) comply with all agreements, documents and instruments binding on it or affecting its Properties or business, including, without limitation, all Material Contracts, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
(d) provide each Holder with copies of all materials sent to its shareholders at the same time as such materials are delivered to such shareholders; (e) timely file with the Commission all reports required to be filed pursuant to the Exchange Act and refrain from terminating its status as an issuer required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder would permit such termination (and otherwise make and keep public information available, as those terms are understood and defined in Rule 144);
Certain Affirmative Covenants of the Company. The Company agrees that, during the period beginning on the Execution Date and ending on the Termination Date, the Company shall, and shall cause each Company Subsidiary to:
(a) maintain its corporate existence in good standing; (b) comply with all Governmental Requirements applicable to the operation of its business, except for instances of noncompliance that would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect;
Certain Affirmative Covenants of the Company. The Company covenants and agrees that for so long as this Note is outstanding and unpaid either as to the principal hereof or as to interest hereon, it will comply with the following:
