Certain Other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion of Notes shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner). The Company shall list or cause to have quoted any shares of Common Stock to be issued upon conversion of Notes on each national securities exchange or over-the-counter or other domestic market on which the Common Stock is then listed or quoted.
Certain Other Covenants. (a) The Company shall, and the Managing Member shall cause the Company to, take all actions that may be necessary or appropriate for the (i) preservation and maintenance of the Company’s status as a limited liability company and other material rights (charter and statutory) and franchises; provided, however, that the Company shall not be required to preserve any right or franchise if the Managing Member and the Independent Managers unanimously determine that the preservation thereof is no longer desirable in the conduct of the Permitted Business and that the loss thereof is not disadvantageous in any material respect to the Company; (ii) maintenance and preservation of all of its Property that is used or useful in the conduct of the Permitted Business in good working order and condition, except for ordinary wear and tear or where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (iii) compliance with all applicable laws, rules, regulations and orders, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; (iv) payment and discharge, before the same shall become delinquent, all federal and other material taxes, assessments and governmental charges or levies imposed upon the Company or its Property, except where the failure to do so, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect; provided, however, that the Company shall not be required to pay or discharge any such tax, assessment, charge or levy that is being contested in good faith and by proper proceedings and as to which appropriate reserves are being maintained, unless and until any Lien resulting therefrom attaches to Property and becomes enforceable against its other creditors; and (v) maintenance of insurance with responsible and reputable insurance companies or associations in such amounts and covering such risks as is usually carried by entities engaged in similar businesses and owning similar Properties in the same general areas in which the Company operates; provided, however, that the Company may self-insure to the extent consistent with prudent business practice.
(b) No Member, or any Affiliate of a Member, shall (i) hold itself out, or permit itself to be held out, as having agreed to pay or as being liable for the debts of the Company, guarantee any obligations or debts of the Company,...
Certain Other Covenants. The Guarantor covenants that all Common Shares that may be issued upon exchange of Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner). The Guarantor shall list or cause to have quoted any Common Shares to be issued upon exchange of Securities on each national securities exchange or over-the-counter or other domestic market on which the Common Shares are then listed or quoted.
Certain Other Covenants. The Shareholder:
(i) hereby agrees to not exercise any Dissent Rights with respect to the Arrangement;
(ii) consents to (A) details of, or a summary of, this Agreement being set out in any press release, information circular and court documents or other public disclosure document produced by the Company, the Purchaser or any of their respective Affiliates in connection with the transactions contemplated by this Agreement and the Arrangement Agreement; and (B) this Agreement being made publicly available, including by filing on SEDAR and/or XXXXX. The Purchaser shall provide the Shareholder with a reasonable opportunity to review and comment on any disclosure mentioning specifically the Shareholder in any press release or other disclosure document that the Purchaser proposes to issue or disclose after the date hereof, and the Shareholder shall promptly provide any comment, which shall be given reasonable consideration by the Purchaser prior to the disclosure being made. The Shareholder acknowledges and agrees that a summary of the negotiations leading to its execution and delivery may appear in the Circular for the Meeting and in any other public disclosure document required by any applicable Laws. The Shareholder agrees, as promptly as practicable, to notify Purchaser of any required corrections with respect to any written information supplied by it specifically for use in any such disclosure document, if and to the extent Shareholder becomes aware that any shall have become false or misleading in any respect.
(iii) acknowledges and agrees (A) the Company has agreed to cause its Representatives to comply with certain terms and conditions of the provisions set forth in Section 6.1 of the Arrangement Agreement (the “Non-Solicitation Provisions”), (B) that he, she or it is a Representative of the Company for the purposes of the Non-Solicitation Provisions, and (C) to abide by the terms of the Non-Solicitation Provisions; and
(iv) on or before the fifth (5th) Business Day prior to the Meeting, duly complete and cause forms of proxy in respect of all of the Subject Shares, and any other documents required in accordance with the Arrangement, to be validly delivered in support of the Arrangement, and will not withdraw the forms of proxy.
Certain Other Covenants. The Company covenants that all shares of Common Stock that may be issued upon conversion of Securities shall be newly issued shares or treasury shares, shall be duly authorized, validly issued, fully paid and non-assessable and shall be free from preemptive rights and free from any tax, lien or charge (other than those created by the Holder or due to a change in registered owner).
Certain Other Covenants. (a) Parent shall, within two Business Days of the date hereof, move to dismiss, with prejudice, the complaint filed by Parent in the Delaware Court of Chancery in The Men’s Wearhouse Inc. v. Xxxxxx X. Xxxxxxxx et al. C.A. No. 9893, with respect to all defendants thereto.
(b) Parent hereby irrevocably withdraws its Notice of Nominations of Persons for Election to the Board of Directors of Xxx. A. Bank Clothiers, Inc., dated January 14, 2014, and agrees to immediately cease all efforts, direct or indirect, in furtherance of the election of the Persons referenced in such Notice at the next annual or special meeting of the Company’s stockholders.
(c) From and after the Effective Time, Parent shall cause the Surviving Corporation to comply with its obligations under Sections 6.3, 6.7, 6.10, 6.11, 8.2(c)(iiii), 9.2 and 10.6 of the Xxxxx Xxxxx Purchase Agreement (in each case, only to the extent such provision survives the termination of the Xxxxx Xxxxx Purchase Agreement and remains operative pursuant to the terms thereof).
Certain Other Covenants. If, following the Closing, it is necessary that Buyer or Seller obtain additional information relating to the Business prior to the Closing Date in order to properly prepare documents or reports required to be filed with Governmental Authorities or financial statements or other business purpose, and such information is within the other party's possession, Buyer or Seller, as applicable, will (at the requesting party's sole reasonable cost and expense) furnish or cause its representatives to furnish such information to the other party. Such information shall include, without limitation, the accounting and tax records of Seller and all agreements between Seller and any Person relating to the Business.
Certain Other Covenants. From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Parties shall promptly notify the other Parties hereto after becoming aware of (a) any breach of any covenant of such Party set forth herein or in any Ancillary Document, or (b) any event or circumstance that would reasonably be expected to (1) with respect to the Company, be a Company Material Adverse Effect or, with respect to Rotor, be a Rotor Material Adverse Effect or (2) otherwise cause or result in any of the conditions set forth in Article 6 not being satisfied or the satisfaction of those conditions being materially delayed. Without in any way limiting the generality of the foregoing, the Parties shall (i) promptly inform the other Parties in the event any Proceeding is brought (1) with respect to any Group Company, against such Group Company by or on behalf of any Pre-Closing Holder or any Pre-Closing Holder provides notice to a Group Company that it is or may be in violation or breach of any of their respective Governing Documents or the Company Shareholder Agreements, or (2) with respect to Rotor, against a Rotor Party by or on behalf of any holder of Equity Securities in Rotor or any holder of Equity Securities in Rotor provides notice to a Rotor Party that it is or may be in violation or breach of any of their respective Governing Documents or any Contract to which they are bound, and (ii) keep the other Parties reasonably apprised of the status of any pending material Proceedings and promptly deliver copies to the other Parties of all material pleadings, motions and other documents relating thereto upon filing or delivering such pleadings, motions or other documents, or in the event such Party is the recipient of such pleadings, motions or other documents, promptly following such receipt; provided, however, that such Party may not deliver such documents if prohibited by Law or if delivery would, as reasonably determined upon the advice of outside legal counsel, result in the loss of the ability to successfully assert any attorney-client or work product privilege (provided that, in each case, such Party shall, and shall cause its Subsidiaries to, use reasonable best efforts to provide (1) such materials as can be provided (or otherwise convey such information regarding the applicable matter as can be conveyed) and (2) such other information, in a manner without violating such privilege or Law). No s...
Certain Other Covenants. (1) If after the date of this Agreement any issuer of a Surety Bond requests to be discharged from its obligations thereunder and as a consequence thereof requests collateral from the Company or any Subsidiary pursuant to the terms of the Surety Bond and Surety Indemnity Agreement or the Company or any Subsidiary is required to make any payment in respect or on account of, or pursuant to (including to collateralize), any Surety Bond or Surety Indemnity Agreement then subject to Law and the terms of the Surety Bond and Surety Indemnity Agreement, to the extent applicable, the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to: (i) promptly provide all material information relating to such request to the Purchaser on a timely basis; (ii) permit the Purchaser to participate in any negotiations with the issuer of the Surety Bond and the applicable counterparty and any other potential sureties or lenders who may be willing to provide alternative security in replacement of the Surety Bond and other relevant counterparties; and (iii) refrain from posting collateral with respect to the Surety Bond or making such payment until the latest practicable date on which the Company or its Subsidiary is required to do so under the Surety Bond and Surety Indemnity Agreement or otherwise. Notwithstanding anything to the contrary in this Agreement, the Company or its applicable Subsidiary may post collateral pursuant to the terms of any Surety Bond or Surety Indemnity Agreement or make any payment in respect or on account of, or pursuant to (including to collateralize), any Surety Bond or Surety Indemnity Agreement to the extent it has complied with the foregoing sentence with respect to such posting of collateral or payment.
(2) The Purchaser agrees that if the Company or any Subsidiary is required to post cash as collateral under any Surety Bond or make any payment in respect or on account of, or pursuant to (including to collateralize), any Surety Bond or Surety Indemnity Agreement and the Company has complied with paragraph (1) above and as a consequence thereof the Company and its Subsidiaries, on a consolidated basis, would, at any time during the pendency of this Agreement, have unrestricted cash and cash equivalents in an amount less than the Minimum Cash Balance (the amount of the shortfall of unrestricted cash and cash equivalents is the “Cash Shortfall”), the Purchaser will, or shall cause one of its Affiliates to:
i. loan an...
Certain Other Covenants. SECTION 6.01.
