Certain Covenants of Purchaser. Purchaser hereby covenants to and agrees with Sellers as follows:
Certain Covenants of Purchaser. 25 Section 6.1. [INTENTIONALLY OMITTED] .............................. 25 Section 6.2. Reasonable Efforts ................................... 25 Section 6.3. Consents and Approvals .............................
Certain Covenants of Purchaser. 27 Section 6.1. Consents and Approvals...................................
Certain Covenants of Purchaser. (a) Without in any way limiting the representations set forth in Section 3.01, Purchaser agrees not to make any disposition of all or any portion of the Common Shares, the Preferred Shares or any shares of Common Stock issuable upon the conversion of the Preferred Shares unless and until:
(i) there is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or
(ii) Purchaser has notified the Company of the proposed disposition and has furnished the Company with (A) a statement of the circumstances surrounding the proposed disposition and (B) an opinion of counsel that such security can be freely transferred without such registration statement being in effect and that such transfer will not jeopardize the exemption or exemptions from registration pursuant to which the Company issued the Common Shares and the Preferred Shares.
(b) Accordingly, Purchaser acknowledges that the certificates evidencing the Common Shares, the Preferred Shares and any shares of Common Stock issuable upon conversion of the Preferred Shares will bear the following legend: The securities represented hereby have not been registered under the securities act of 1933, as amended (the “act”), or under the securities laws of certain states. These securities are subject to restrictions on transferability and resale and may not be transferred or resold except as permitted under the act and the applicable state securities laws, pursuant to registration or exemption therefrom. The issuer of these securities may require an opinion of counsel (which may be counsel for the company) in form and substance satisfactory to the issuer to the effect that any proposed transfer or resale is in compliance with the act and any applicable state securities laws.
Certain Covenants of Purchaser. Section 6.1. [INTENTIONALLY OMITTED].
Certain Covenants of Purchaser. Unless DCC shall otherwise expressly consent in writing, Purchaser hereby agrees that, until the Full DCC Release:
Certain Covenants of Purchaser. During the period from the date hereof until the earlier of the Closing Date and the date that this Agreement is terminated pursuant to Section 11.1, Purchaser shall not, and shall cause its Subsidiaries not to, enter into, or agree to enter into, any transaction that would reasonably be expected to have a material and adverse effect on Purchaser’s ability to consummate the transactions contemplated by this Agreement.
Certain Covenants of Purchaser. 43
(a) Obtain Consents..................................................................43
Certain Covenants of Purchaser. (a) Between the date hereof and the Closing Date, Purchaser shall use its reasonable business efforts, in cooperation with the Target Entities, in order to obtain all governmental, regulatory and third party authorizations, consents, waivers and approvals necessary or desirable in order to consummate the transactions contemplated by this Agreement (including but not limited to any approval required under the HSR Act). The Purchaser shall use its reasonable business efforts to make any necessary filing on or before February 13, 1998 to secure approval (or early termination of the waiting period) under the HSR Act.
(b) Purchaser shall use its reasonable business efforts to coordinate with the Target Entities all inquiries to and contacts with the Agencies regarding the transactions contemplated herein and shall not contact any employees of any Target Entity without the prior consent of the Target Entity employing such person.
(c) Purchaser agrees to cause all of the shares of Purchaser Common Stock that may be issued upon the conversion of Debentures in accordance with the terms of the Debentures and the Debenture Statement to be listed on each securities exchange and quotation system on which the common stock is listed at the time of such conversion.
Certain Covenants of Purchaser. (a) Neither Purchaser nor any Person acting on its behalf will directly or indirectly offer or sell the Securities by any form of general solicitation or general advertising with respect to the Securities (including, without limitation, any advertisement, article, notice or other communication published in any newspaper, magazine or similar media or any broadcast over television or radio or any seminar or meeting whose attendees have been invited by any form of general solicitation or general advertising) unless and until a registration statement covering the sale of such shares has been declared effective by the SEC or if registration of such shares is otherwise not then required.
(b) Neither Purchaser nor any Person acting on behalf of such Purchaser will, either directly or indirectly, sell or offer for sale to, or otherwise approach or negotiate in respect thereof with, any Person any Securities or any other similar security of the Company except as contemplated by this Agreement, in each case so as thereby to bring the sale of or offer to sell any of the Securities within the registration or prospectus delivery requirements of Section 5 of the Securities Act.
(c) For the avoidance of doubt, nothing in this Section 14.25 shall restrict in any way Purchaser’s rights under the Registration Rights Agreement. (Signature Pages Follow)
