Certain Covenants and Restrictions. Section 2.1 [Reserved.]
Certain Covenants and Restrictions. Section 3.1 Initial Public Offering 9 Section 3.2 Reserved 9 Section 3.3 Transfer Restrictions 9 Section 3.4 Restrictions on Certain Corporate Actions 10 Section 3.5 Certificate Legends 10
Certain Covenants and Restrictions. In addition to the terms of the proposed transaction described above, and in consideration of the significant expenses that we both will incur in pursuing the sale to you of our business assets and the mutual undertakings described, we agree that the following lettered paragraphs shall also constitute legally binding and enforceable agreements between us. A.
Certain Covenants and Restrictions. TopCo shall (i) not make any election under Section 336 or 338 of the Code (or similar provision of Law) with respect to the acquisition of any Group Company pursuant to this Agreement, and shall not permit any of its Affiliates to do so, without the express written consent of the Company (which consent may be withheld in its sole discretion), and (ii) ensure that on the Closing Date TopCo’s place of effective management (werkelijke xxxxxxx) will be located in Germany for the purposes of the agreement between the Kingdom of the Netherlands and the Federal Republic of Germany for the avoidance of double taxation (Verdrag tussen het Koninkrijk der Nederlanden en de Bondsrepubliek Duitsland tot het vermijden van dubbele belasting en het voorkomen van het ontgaan van belasting met betrekking tot belastingen naar het inkomen).
Certain Covenants and Restrictions. (a) So long as any shares of Series B Preferred are outstanding.
(i) The Corporation shall at all times reserve and keep available for issuance upon the conversion of the shares of Series B Preferred such number of its authorized but unissued shares of Common Stock as will be sufficient to permit the conversion of all outstanding shares of Series B Preferred, and all other securities and instruments convertible into shares of Common Stock, and shall take all reasonable action within its power required to increase the authorized number of shares of Common Stock necessary to permit the conversion of all such shares of Series B Preferred and all other securities and instruments convertible into shares of Common Stock.
(ii) The Corporation represents, warrants and agrees that all shares of Common Stock that may be issued upon exercise of the conversion rights of shares of Series B Preferred will, upon issuance, be fully-paid and non-assessable.
(iii) The Corporation will endeavor to make the shares of stock that may be issued upon exercise of the conversion rights of shares of Series B Preferred eligible for trading upon any national securities exchange, or any automated quotation system of a registered securities association, if any, upon or through which the Common Stock shall then be traded prior to such delivery.
(iv) Prior to the delivery of any securities which the Corporation shall be obligated to deliver upon redemption or conversion of the Series B Preferred, the Corporation will endeavor to comply with all federal and state securities laws and regulations thereunder requiring the registration of such securities with, or any approval of or consent to the delivery of such securities by, any governmental authority.
(v) The Corporation shall pay all taxes and other governmental charges (other than any income or franchise taxes) that may be imposed with respect to the issue or delivery of shares of Common Stock upon conversion of Series B Preferred as provided herein. The Corporation shall not be required, however, to pay any tax or other charge imposed in connection with any transfer involved in the issue of any certificate for shares of Common Stock in any name other than that of the registered holder of the shares of the Series B Preferred surrendered in connection with the conversion thereof, and in such case the Corporation shall not be required to issue or deliver any stock certificate until such tax or other charge has been paid, or it has been est...
Certain Covenants and Restrictions. 1 rReserved.1
Certain Covenants and Restrictions. Section 3.1 Initial Public Offering 8 Section 3.2 Government Holders Sale of Shares 8 Section 3.3 Transfer Restrictions 9 Section 3.4 Restrictions on Certain Corporate Actions 10 Section 3.5 Certificate Legends 10
Certain Covenants and Restrictions. (i) Buyer shall not take any action, or permit any action to be taken, that may prevent the taxable year of any Group Company from closing on the Closing Date for U.S. federal income, state or local or non-U.S. income Tax purposes, as applicable.
(ii) Buyer shall not, and shall not permit any of its Affiliates to, make any election under Section 338(g) of the Code (or similar provision of Law) with respect to the acquisition of any Group Company or Holding Company pursuant to this Agreement without the express written consent of the Seller Representative (which consent may be withheld in its sole discretion).
(iii) Buyer shall not, and shall cause its Affiliates (including, after the Closing, the Group Companies and the Holding Companies) not to, take any action outside the ordinary course of business after the Closing on the Closing Date.
(iv) Other than as required by applicable Law, neither Buyer nor any of its Affiliates shall amend, refile or otherwise modify (or grant an extension of any statute of limitations with respect to) any Tax Return relating in whole or in part to the Group Companies with respect to any Pre-Closing Tax Period without the prior consent of the Seller Representative, which consent shall not be unreasonably withheld, conditioned or delayed.
(v) Neither Buyer nor any of its Affiliates (including, after the Closing, the Group Companies) shall be permitted to review, take any action with respect to or otherwise have any rights with respect to any Seller Group Tax Return (or any supporting work papers or information, except to the extent relating solely to the Group Companies, the Holding Companies, or the Business).
(vi) All Tax sharing agreements or similar agreements with respect to or involving any Group Company or Holding Company, on the one hand, and any Seller or any Subsidiary of Seller (other than a Group Company), on the other hand, shall be terminated as of the Closing Date and, after the Closing Date, none of the Group Companies or Holding Companies shall be bound thereby or have any liability thereunder.
(vii) Dory Parent acknowledges that any HYAC shareholder who is a United States citizen or resident and who owns five percent or more of the Dory Parent Common Shares immediately after the Closing may enter into (and cause to be filed with Table of Contents the Internal Revenue Service) a gain recognition agreement in accordance with Treas. Reg. Section 1.367(a)-8. Upon the written request of any such HYAC shareholder m...
Certain Covenants and Restrictions. By signing this Letter of Intent, you and we agree that the following lettered paragraphs (collectively, the "Binding Provisions") will constitute a legally binding and enforceable agreement between us. In consideration of the significant expenses that we both will incur in pursuing an agreement to buy your Business and the mutual undertakings described, we agree as follows:
Certain Covenants and Restrictions
