Certain Covenants by the Company Sample Clauses

Certain Covenants by the Company. The Company hereby agrees with each Underwriter:
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Certain Covenants by the Company. (a) The Company agrees to use its commercially reasonable efforts to file with the SEC on a timely basis all annual, quarterly and current reports required to be filed by the Company under the Exchange Act.
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Certain Covenants by the Company. (a) Upon request by any Securityholder, the Company will inform such Securityholder whether it is in current compliance with its most recent periodic filing obligations under the Exchange Act and has been in compliance with such filing obligations for the past 12 months.
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Certain Covenants by the Company. The Company hereby covenants and agrees:
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Certain Covenants by the Company. The Company covenants and agrees that it will (i) cause the Company's Articles of Incorporation to be amended immediately following Buyer's purchase of Shares in the Offer to include the designation of the Preferred Stock and such other matters as may be required by applicable law in connection with the establishment of the Preferred Stock, (ii) take all such action as may be necessary to insure that all shares of Preferred Stock delivered upon exercise of Rights shall, at the time of delivery of the certificates for such shares (subject to payment of the Exercise Price), be duly and validly authorized, executed, issued and delivered and fully paid and nonassessable, (iii) take all such action as may be necessary to comply with any applicable laws, rules, or regulations in connection with the issuance of any shares upon exercise of Rights, and (iv) pay when due and payable any and all federal and state transfer taxes and charges that may be payable in respect of the original issuance or delivery of a Rights Certificate or of any shares of Preferred Stock issued
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Certain Covenants by the Company. (a) The Company agrees to use its commercially reasonable efforts to (i) file with the SEC on a timely basis all annual, quarterly and current reports required to be filed by the Company under the Exchange Act; (ii) make and keep public information regarding the Company available as those terms are understood and defined in Rule 144 under the Securities Act, at all times; and (iii) so long as Equity Seller owns any Common Stock bearing the legend set forth in Section 2.3(b) of the Share Purchase Agreement, furnish to the Equity Seller forthwith upon written request a written statement by the Company as to its compliance with the reporting requirements of Rule 144 and of the Securities Act and the Exchange Act, a copy of the most recent annual or quarterly report of the Company, and such other reports and documents so filed as Equity Seller may reasonably request in availing itself of any rule or regulation of the SEC allowing the Equity Seller to sell any such securities without registration.
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Certain Covenants by the Company 
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Related to Certain Covenants by the Company

  • COVENANTS BY THE COMPANY The Company covenants and agrees as follows:

  • Certain Covenants of the Company The Company hereby agrees:

  • Certain Covenants (a) The Company covenants that all shares of Common Stock issued upon conversion of Notes will be fully paid and non-assessable by the Company and free from all taxes, liens and charges with respect to the issue thereof.

  • Certain Covenants of the Parties Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

  • Certain Covenants of the Executive The Executive acknowledges that (i) the Company, Parent and Parent's affiliates (collectively, "Thomson") are engaged and in the future will be engaged in the businesses of developing, operating, offering for sale and selling news or other current information or software-based solutions pertaining thereto to corporations and other businesses, government agencies, universities and other academic institutions and professional services providers (e.g. law, accounting and consulting firms) (the foregoing, together with any other businesses or operations over which Executive has substantial responsibility from the date hereof to the date of termination of the Executive's employment with the Company (or an affiliate thereof), being hereinafter referred to as the "Restricted Activity"); (ii) his services to the Company and Thomson have been and will be special and unique; (iii) his work for the Company and Thomson will give him access to trade secrets of and confidential information concerning the Company, Thomson and their affiliated companies; (iv) the Restricted Activity is national and international in scope; (v) the Company would not have entered into this Agreement but for the agreements and covenants contained in this Section 5; (vi) he has the means to support himself and his dependents other than by engaging in the Restricted Activity and the provisions of this Section 5 will not impair such ability; and (vii) the agreements and covenants contained in this Section 5 are essential to protect the business and goodwill of the Company, Thomson and their affiliates. In order to induce the Company to enter into this Agreement, and in consideration for the benefits received by the Executive pursuant to this Agreement, and other good and valuable consideration the receipt of which is hereby acknowledged, the Executive covenants and agrees as follows:

  • Certain Covenants and Agreements The Company hereby covenants and agrees that:

  • Reports by the Company (a) The Company will at all times comply with Section 314(a) of the Trust Indenture Act. The Company covenants and agrees to provide (which delivery may be via electronic mail) to the Trustee within 30 days, after the Company files the same with the Commission, copies of the annual reports and of the information, documents and other reports (or copies of such portions of any of the foregoing as the Commission may from time to time by rules and regulations prescribe) that the Company is required to file with the Commission pursuant to Section 13 or Section 15(d) of the Exchange Act; provided, however, the Company shall not be required to deliver to the Trustee any correspondence filed with the Commission or any materials for which the Company has sought and received confidential treatment by the Commission; and provided further, that so long as such filings by the Company are available on the Commission’s Electronic Data Gathering, Analysis and Retrieval System (XXXXX), or any successor system, such filings shall be deemed to have been filed with the Trustee for purposes hereof without any further action required by the Company. For the avoidance of doubt, a failure by the Company to file annual reports, information and other reports with the Commission within the time period prescribed thereof by the Commission shall not be deemed a breach of this Section 5.03.

  • Certain Additional Payments by the Company (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments.

  • Certain Covenants of Stockholder 7.1 Except in accordance with the provisions of this Agreement, Stockholder agrees, while this Agreement is in effect, not to, directly or indirectly:

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