Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows:
Certain Covenants and Agreements of the Company. The Company covenants and agrees with the several Underwriters as follows:
Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to the Placement Agent as follows: To advise the Placement Agent and the Investor of any material adverse change in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof. To use its commercially reasonable efforts to cause the Common Stock issuable in connection with the Standby Equity Distribution Agreement to be qualified or registered for sale on terms consistent with those stated in the Registration Rights Agreement and under the securities laws of such jurisdictions as the Placement Agent and the Investor shall reasonably request. Qualification, registration and exemption charges and fees shall be at the sole cost and expense of the Company. Upon written request, to provide and continue to provide the Placement Agent and the Investor copies of all quarterly financial statements and audited annual financial statements prepared by or on behalf of the Company, other reports prepared by or on behalf of the Company for public disclosure and all documents delivered to the Company's stockholders. To deliver, during the registration period of the Standby Equity Distribution Agreement, to the Investor upon the Investor's request, within forty five (45) days, a statement of its income for each such quarterly period, and its balance sheet and a statement of changes in stockholders' equity as of the end of such quarterly period, all in reasonable detail, certified by its principal financial or accounting officer; (ii) within ninety (90) days after the close of each fiscal year, its balance sheet as of the close of such fiscal year, together with a statement of income, a statement of changes in stockholders' equity and a statement of cash flow for such fiscal year, such balance sheet, statement of income, statement of changes in stockholders' equity and statement of cash flow to be in reasonable detail and accompanied by a copy of the certificate or report thereon of independent auditors if audited financial statements are prepared; and (iii) a copy of all documents, reports and information furnished to its stockholders at the time that such documents, reports and information are furnished to its stockholders. To comply with the terms of the Offering Materials. To ens...
Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Xxxxx as follows:
Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to Hunter as follows:
Certain Covenants and Agreements of the Company. The Company further covenants to the Placement Agent and to each of the Investors as follows:
Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Davix xx follows:
Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to Westrock as follows:
Certain Covenants and Agreements of the Company. The Company covenants and agrees at its expense and without any expense to May Davis as follows: A. To adxxxx May Davis of any material adverse chxxxx in the Company's financial condition, prospects or business or of any development materially affecting the Company or rendering untrue or misleading any material statement in the Offering Materials occurring at any time as soon as the Company is either informed or becomes aware thereof.
Certain Covenants and Agreements of the Company. THE SELLERS AND THE BUYER 35 Section 7.1 Conduct of Business Prior to the Closing Date 35 Section 7.2 Further Assurances 38 Section 7.3 Expenses and Fees 39 Section 7.4 Access to Information 39 Section 7.5 Notification of Certain Matters 39 Section 7.6 No Solicitation; Exclusivity 40 Section 7.7 Third Party and Governmental Consents 41 Section 7.8 Public Announcements 41 Section 7.9 Tax Matters 42 Section 7.10 Termination of Seller Arrangements 45 Section 7.11 Employee Matters 45 Section 7.12 Confidentiality 46 Section 7.13 Tail Insurance; Indemnification of Company Directors 47 Section 7.14 Preservation of Records 47 Section 7.15 Company Group Member Minute Books 47 Section 7.16 Cash Distributions 48 Article VIII. CONDITIONS 48 Section 8.1 Conditions to Each Party’s Obligations to Effect the Closing 48 Section 8.2 Conditions to Obligations of the Buyer 48 Section 8.3 Conditions to Obligation of the Company and the Sellers 50 Article IX. INDEMNIFICATION 51 Section 9.1 Indemnification 51 Section 9.2 Sole Remedy; No Consequential Damages 56 Section 9.3 Satisfaction of Seller Indemnification Obligations 57 Section 9.4 Tax Treatment of Indemnity Payments 57 Section 9.5 Other Matters 57 Section 9.6 Release 58 Article X. DEFINITIONS 59 Section 10.1 Definitions 59 Article XI. MISCELLANEOUS 69 Section 11.1 Waiver 69 Section 11.2 Notices 70 Section 11.3 Governing Law; Consent to Jurisdiction and Waiver of Jury Trial 70 Section 11.4 Counterparts 71 Section 11.5 Entire Agreement 71 Section 11.6 Amendment and Modification 71 Section 11.7 Binding Effect; Third Party Beneficiaries 71 Section 11.8 Severability 71 Section 11.9 Assignability 72 Section 11.10 Certain Construction Rules 72 Section 11.11 Specific Performance 72 Section 11.12 Disclosure Schedule 72 Section 11.13 Non-Recourse 73 SCHEDULES Schedule A - Consideration Schedule Schedule B - Pro Rata Portions Schedule 1.2A - Indebtedness Schedule Schedule 1.2B - Transaction Bonus Amount Schedule 4.3 - Seller Shares Seller and Company Disclosure Schedule Schedule 7.1 - Conduct of Business Schedule 7.13 - Contracts to be Terminated Schedule 10A - Permitted Encumbrances Calculation Schedules (to be delivered no later than one (1) Business Day prior to Closing): Schedule 2.1A - Updated Schedule of Indebtedness Schedule 2.1B - Transaction Expense Schedule Schedule 2.1C - Transaction Bonus Amount Schedule 2.1D - Updated Seller Consideration Schedule (including Pro Rata Portions) EXHIBITS Exhibit A - Form of Resignation Le...
