Certain Covenants and Agreements of the Parties. 1Legends. Each certificate issued at the Closing representing the Commitment Shares (or such book-entry thereof) shall be endorsed with a legend in substantially the form attached hereto as Exhibit B.
Certain Covenants and Agreements of the Parties. 16 6.1 Reasonable Efforts; Further Assurances.................... 16 6.2
Certain Covenants and Agreements of the Parties. 7.1 Stock Transfer Restrictions and Related Matters; Tax-Free Reorganization.
(a) Pooling of Interests Accounting. Each of the Purchaser, Acquisition, the Company and each Management Shareholder shall refrain from taking any action which would disqualify the transactions contemplated by this Agreement from pooling of interests accounting treatment by the Purchaser.
Certain Covenants and Agreements of the Parties. Scetion 7.1
Certain Covenants and Agreements of the Parties. A. Certain Covenants and Agreements of the Shareholder --------------------------------------------------- The Shareholder covenants and agrees with GLDI as follows:
1. The Shareholder shall use all reasonable efforts to take, or to cause to be taken, all actions, and to do, or to cause to be done, all things, necessary, proper, convenient or advisable in order to consummate the transactions contemplated by this Agreement.
2. From and after the date hereof and through the date of closing, the Shareholder shall not sell, assign, transfer, convey, pledge, hypothecate, encumber or otherwise dispose of (collectively, a "Transfer"), or agree to Transfer, any or all of the HAT Shares or any interest therein, except pursuant to this Agreement.
3. The Shareholder shall vote all of the shares of common stock, no par value, of GLDI legally or beneficially owned by her in favor of an amendment to the Amended and Restated Articles of Incorporation increasing the authorized capital stock of GLDI. Upon request, the Shareholder shall execute and deliver to the management of GLDI all proxies, consents and other instruments necessary to effectuate such amendment to the Amended and Restated Articles of Incorporation of GLDI.
Certain Covenants and Agreements of the Parties. 4.1 Conduct of Business of Xxxxxxxx and its Subsidiaries. From the date hereof until the Effective Time, Xxxxxxxx and its Subsidiaries shall conduct their business in the Ordinary Course of Business of Xxxxxxxx and shall use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and key employees. Except as otherwise approved in writing by MSGI or as expressly contemplated by this Agreement or the Ancillary Agreements and without limiting the generality of the foregoing, from the date hereof until the Effective Time:
(a) Xxxxxxxx shall not, and shall not permit any of its Subsidiaries to, adopt or propose any change in its Organizational Documents;
(b) Xxxxxxxx shall not, and shall not permit any of its Subsidiaries to, acquire or agree to acquire, develop, lease, operate or manage, by merging or consolidating with, or by purchasing a material portion of the assets of any Business, or by any other manner of acquiring: (i) any Business; or (ii) any assets, other than assets that are not material to Xxxxxxxx and its Subsidiaries taken as a whole, except in the Ordinary Course of Business of Xxxxxxxx; (
Certain Covenants and Agreements of the Parties. 7.1 Non-Competition; Non-Interference. Each Principal Shareholder listed on Schedule 5.13 agrees, in partial consideration for the performance by the Purchaser and Merger Sub of the transactions contemplated by this Agreement and in recognition of the fact that such transactions reflect the acquisition for value by the Purchaser and Merger Sub of the Company and its rights, assets and liabilities, that such Principal Shareholder shall not:
(a) from the Closing Date until the second (2nd) anniversary of the Closing Date, directly or indirectly, as an officer, director, shareholder, partner, associate, owner, employee, consultant, or otherwise, become or be interested in or associated with, work for and/or assist (including without limitation participating in academic or other research for the direct benefit of, or pursuant to an arrangement under which rights in the products of such research are held by) any other corporation, firm or business engaged in the same or a competitive business with the Company's or the Purchaser's business, as conducted as of the date of this Agreement or at any time prior to the expiration of the second anniversary of the Closing Date, including, without limitation, any Competing Activities (defined below), in a capacity connected with such entities' competitive activities in any county of any state of the United States, any of the United States or any other nation in which the Company or the Purchaser has an office or does business (directly or indirectly) or in any geographical area in which the Company or the Purchaser is engaged in, soliciting or doing business. For purposes of this subsection (a), direct or indirect ownership of not more than one percent (1%) of the
Certain Covenants and Agreements of the Parties. 76 6.1 Conduct of Business of the Company and its Subsidiaries. . . . . . 76 6.2 Conduct of Business of Parent and its Subsidiaries . . . . . . . . 82 6.3
Certain Covenants and Agreements of the Parties. 4.1 Access and Information
4.2 Conduct of Business 4.3 Registrations, Filings and Consents 4.4 Taxes
4.5 Control of Operations
4.6 Further Assurances
4.7 Nexans Italy
4.8 Non-Assertion of Claims
4.9 Certain Intercompany Payables
4.10 French Spinoff/German Restructuring 4.11 Product Liability Insurance 4.12 Copper Obligations 4.13 Superior 8-K Requirement 4.14 Employment Information
Certain Covenants and Agreements of the Parties
