Certain Covenants and Restrictions. Section 2.1 [Reserved.]
Certain Covenants and Restrictions. Section 3.1 Initial Public Offering 8 Section 3.2 Reserved 8 Section 3.3 Transfer Restrictions 8 Section 3.4 Restrictions on Certain Corporate Actions 9 Section 3.5 Certificate Legends 9 ARTICLE IV
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. Section 2.1 rReserved.1
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. (a) So long as any shares of Series B Preferred are outstanding.
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.
Certain Covenants and Restrictions. 9 Section 2.1 Standstill 9 Section 2.2 Transfer Restrictions 10 Section 2.3 Certificate Legends; Holder Representations 13 Article III RIGHT OF FIRST OFFER 13 Section 3.1 Offer Notice 13 Section 3.2 Company’s Right of First Offer 14 Section 3.3 Payment 14 Section 3.4 Assignment of Right of First Offer 15 Article IV VOTING AGREEMENT 15 Section 4.1 Agreement to Vote 15 Section 4.2 Irrevocable Proxy 15 Section 4.3 Inconsistent Voting Agreements 16 Article V REGISTRATION RIGHTS 16 Section 5.1 Shelf Registration 16 Section 5.2 Demand Registrations 18 Section 5.3 Piggyback Registration 20 Section 5.4 Postponement of Registrations 21 Section 5.5 Holdback Period 21 Section 5.6 No Inconsistent Agreements 22 Section 5.7 Registration Procedures 23 Section 5.8 Participation in Underwritten Transfers 28 Section 5.9 Cooperation by Management 28 Section 5.10 Registration Expenses and Legal Counsel 28 Section 5.11 Rules 144 and 144A and Regulation S 29 Article VI INDEMNIFICATION 29 Section 6.1 Indemnification by the Company 29 Section 6.2 Indemnification by the Holder 30 Section 6.3 Indemnification Procedures 30 Section 6.4 Survival 31 Article VII MISCELLANEOUS 32 Section 7.1 Binding Effect; Assignment 32 Section 7.2 Adjustments; Restatement of Agreement 32 Section 7.3 Termination 32 Section 7.4 Amendments and Waivers 32 Section 7.5 Attorneys’ Fees 32 Section 7.6 Notices 32 Section 7.7 No Third Party Beneficiaries 34 Section 7.8 Cooperation 34 Section 7.9 Counterparts 34 PAGE
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).
