CERTAIN COVENANTS OF THE HOLDER Sample Clauses

CERTAIN COVENANTS OF THE HOLDER. The Holder represents, warrants, covenants and agrees that:
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CERTAIN COVENANTS OF THE HOLDER. 3.1 The Holder hereby covenants and irrevocably agrees that it shall, from the date hereof until the earlier of (i) the termination of this Agreement pursuant to Article 8 and (ii) the Effective Date:
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CERTAIN COVENANTS OF THE HOLDER. (a) Each Holder and the Company hereby agree that, notwithstanding anything to the contrary in any such agreement, (i) each of the agreements set forth on Schedule 2 hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Effective Time and (ii) upon such termination neither the Company nor any of its Affiliates shall have any further obligations or any Liability under or with respect to each such agreement. Without limiting the above, each of the Equity Holders who are a party to the agreements set forth on Schedule 2 hereby expressly and irrevocably acknowledge and agree that all terms and conditions of the respective agreements to which they are a party were duly observed or waived, as applicable.
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CERTAIN COVENANTS OF THE HOLDER. 2.1 The Holder hereby covenants and irrevocably agrees that it shall, from the date hereof until the termination of this Agreement: .
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CERTAIN COVENANTS OF THE HOLDER. Except in accordance with the terms of this Agreement, the Holder hereby covenants and agrees as follows:
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CERTAIN COVENANTS OF THE HOLDER. (a) The Holder acknowledges that the Company may require the Holder, as a condition to the Company’s obligations pursuant to Sections 2, 3 and 5 hereof, to furnish to the Company such information regarding itself, the securities of the Company held by it and the proposed method of distribution by the Holder; and the Holder agrees to provide such information as the Company may from time to time reasonably request in writing or as shall be required to effect the Registration of their Registrable Shares. The Holder further agrees to furnish promptly to the Company in writing all information required from time to time to make the information previously furnished by the Holder not misleading.
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CERTAIN COVENANTS OF THE HOLDER. (a) Holder's Short Position. Within three (3) Trading Days following the Closing Date, Holder shall deliver that number of Initial Shares which is necessary to eliminate Holder's Short Position in the Common Stock. For purposes of this Agreement (specifically, for the purposes of determining Proceeds to Holder), the delivery of shares of Common Stock by Holder pursuant to this Section 5(a) shall be deemed to generate gross proceeds from sales or other dispositions of Common Stock in an amount equal to the product of the number of shares so delivered multiplied by the Initial Price. During the term of this Agreement Holder agrees that, except in connection with its normal market making activities in the LYONx xx in connection with transactions for or on behalf of Holder's customers, Holder will not effect any short sales of the Common Stock.
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CERTAIN COVENANTS OF THE HOLDER. 2.1 The Holder hereby covenants and irrevocably agrees that he or she shall, from the date hereof until the termination of this Agreement: (a) not, except with the prior written consent of the Purchaser, option, sell, transfer, pledge, encumber, grant a security interest in, hypothecate or otherwise convey or enter into any forward sale, repurchase agreement or other monetization transaction with respect to any of the Subject Securities, or any right or interest therein, to any person or group or agree to do any of the foregoing; provided that, the Holder may exercise or surrender and terminate the Subject Incentive Securities in accordance with the terms and subject to the conditions of the Purchase Agreement and the Holder may authorize the Company to (i) withhold Shares that may otherwise be due to the Holder pursuant to the exercise of the Subject Incentive Securities; and (ii) sell any such Shares to fund employee withholding taxes which must be remitted by the Company with respect to the exercise or settlement of the Subject Incentive Securities; and (b) not grant or agree to grant any proxy, power of attorney or other right to vote the Subject Shares, except for proxies or voting instructions to vote, or cause to be voted, securities in accordance with this Agreement or with respect to any other business to be considered at the Meeting.
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CERTAIN COVENANTS OF THE HOLDER. Notices and requests delivered to the Company by Holder for whom Restricted Stock is to be registered pursuant to this Agreement shall contain such information regarding the Restricted Stock to be so registered, the Holder and the intended method of disposition of such Restricted Stock as shall reasonably be required in connection with the actions contemplated to be taken pursuant to this Agreement. Any Holder whose Restricted Stock is included in a Registration Statement pursuant to this Agreement shall execute all consents, powers of attorney, Registration Statements and other documents reasonably required to be executed by it in order to cause such Registration Statement to became effective. Each Selling Holder covenants that, in disposing of such Holder's shares, such Holder will comply with Rules 10b-2, 10b-5, 10b-6 and 10b-7 (or any successor provisions) under the Exchange Act and all other requirements of applicable law.
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Related to CERTAIN COVENANTS OF THE HOLDER

  • Certain Covenants of the Company The Company hereby agrees:

  • 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:

  • Covenants of the Holder The Holder hereby agrees and covenants that:

  • Certain Covenants of the Stockholder Except in accordance with the terms of this Agreement, the Stockholder hereby covenants and agrees as follows:

  • 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:

  • 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 (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.

  • Representations and Covenants of the Holder This Warrant has been entered into by the Company in reliance upon the following representations and covenants of the Holder, which by its execution hereof the Holder hereby confirms:

  • Termination of Certain Covenants The covenants set forth in this Section 2 shall terminate and be of no further force or effect upon the earlier of: (i) the consummation of the sale of securities pursuant to a Qualifying IPO; or (ii) the first date upon which none of the Registrable Securities are outstanding.

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