Company Covenant. The Company agrees that wherever it is provided herein that any Shareholder shall, or shall take Necessary Action to, cause the Company to take, or refrain from taking, any action, then the Company shall take, or refrain from taking, such action.
Company Covenant. The Company covenants that all securities which may be issued upon exercise of this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free of all taxes, liens and charges caused or created by the Company with respect to the issuance thereof and sufficient shares of common stock of the Company shall be reserved for issuance upon conversion of the Exercise Shares.
Company Covenant. The Company hereby agrees to use all reasonable efforts to give effect to the provisions of Section 3.1. In this regard, the Company shall, subject to the provisions of Section 3.1, duly nominate the designees set forth above for election to the Board and shall include in any proxy solicitation materials related to the election of members of the Board such information and recommendations of the Board as are appropriate in proxy solicitation materials. Each Shareholder shall vote such Shareholder's shares of Common Stock at any regular or special meeting of the Shareholders or in any written consent executed in lieu of such a meeting of Shareholders for the election of such designees. The Company and each Shareholder shall take all other actions necessary to ensure that the certificate of incorporation and by-laws of the Company or any successor constituent documents as in effect immediately following the date hereof do not, at any time thereafter, conflict in any respect with the provisions of this Agreement.
Company Covenant. (a) Notwithstanding anything to the contrary herein, the Company will not incur any Indebtedness or Liens or engage in any activities or consummate any transactions (including, without limitation, any Restricted Payments, Investments or Dispositions), will not hold any cash, cash equivalents or other material assets (other than as expressly permitted by this Section 4.34), and will not conduct, transact or otherwise engage in any business or operations, in each case, other than:
(i) the ownership and/or acquisition of the Equity Interests of Invacare Corporation and New International Holdings;
(ii) the performance of obligations under and compliance with the Convertible Preferred Stock, its Organizational Documents, or other Requirement of Law (including the maintenance of its legal existence, including the ability to incur fees, costs and expenses relating to such maintenance), ordinance, regulation, rule, order, judgment, decree or permit, including without limitation as a result of or in connection with the activities of the Restricted Subsidiaries;
(iii) participating in tax, accounting, cash management, cash pooling, transfer pricing, cost-sharing arrangements, insurance, payroll and other administrative matters related to the Company or any of its Subsidiaries;
(iv) the entry into, and exercise of rights and performance of its obligations under and in connection with the Notes Document, the Other Senior Secured Convertible Notes Documents, the Indebtedness permitted to be incurred pursuant to Section 4.10(a)(xxi) and the #96856656v2 Indebtedness permitted to be incurred pursuant to Section 4.10(a)(xxii) (including the conversion of the Notes and the Other Senior Secured Convertible Notes into Equity Interests pursuant to the terms thereof);
(v) the issuance of the Convertible Preferred Stock and the common Equity Interests of the Company;
(vi) holding of any cash, cash equivalents, Permitted Investments and other assets received from any Restricted Subsidiary, in each case, pending prompt investment or application thereof in a manner permitted by the terms of this Indenture;
(vii) incurring fees, costs and expenses relating to overhead and general operating including professional fees for legal, tax and accounting issues and paying taxes, maintaining insurance coverage for itself and its Subsidiaries, the entry into, and exercise of rights and performance of its obligations under and in connection with any leases, providing indemnification for, and a...
Company Covenant. Promptly upon the request of Parent, Company will take all action necessary in accordance with Delaware Law and its Certificate of Incorporation and Bylaws to convene a meeting of its stockholders to be held as promptly as practicable after the date of such request, for the purpose of considering a proposal to increase the authorized capital stock of the Company sufficient to allow the Company to reserve for issuance a sufficient number of shares of its Common Stock to permit the conversion in full of the Company Preferred Shares into Common Stock as provided for in the Certificate of Designations. The Board of Directors of the Company will recommend that the stockholders of the Company vote in favor of such proposal. Until the earlier of such time as Parent has fully exercised this Option or the termination of this Option in accordance with its terms, Company will not amend the Certificate of Designations without the prior written consent of Parent.
Company Covenant. From the date on which the Company completes an underwritten public offering for shares of Common Stock (the "Initial Public Offering") pursuant to a registration under the Securities Act and for as long as any Investor owns beneficially (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended (the "Exchange Act")) at least twenty percent (20%) of the Common Stock, the Company will nominate and use its best efforts to have two individuals reasonably acceptable to the Company designated by such Investor elected to the Board. From the date on which the Company completes its Initial Public Offering and for as long as any Investor owns beneficially and of record at least ten percent (10%) of the outstanding shares of Common Stock, the Company will nominate and use its best efforts to have one individual reasonably acceptable to the Company designated by such Investor elected to the Board. The rights of the Investor under this subsection 6.1(a) shall not be assignable and shall not inure to the benefit of successors of the Investor, assigns of the Investor or any permitted transferees of any Securities.
Company Covenant. So as to enable the exercise of the Class B Member's redemption rights in this Section 8.02, the Company shall, and shall cause ANTEC to, comply with all reporting requirements and document delivery requirements contained in the Senior Credit Facilities, make all requisite certifications under the Senior Credit Facilities, and take all such further actions as may be reasonably requested by the Class B Member to enable the Company, to the fullest extent possible, to make all redemption payments contemplated by this Section 8.02 timely and in full (provided, however, that in no event shall the Company be required by any of the foregoing provisions of this Section 8.02(d) to take any action prohibited by the terms of the Senior Credit Facilities). The Company shall notify the Class B Member in writing of any Default or Event of Default, any material breach by the Company of this Section 8.02, or any amendment, restatement, amendment and restatement, supplement to, or other modification thereof, in each case not later than five (5) business days after occurrence thereof.
Company Covenant. Notwithstanding this Agreement, the Company shall not request keying data or other identifying information of Participant’s end users unless compelled by law by an appropriately licensed enforcement agency.
Company Covenant. The Company agrees to use its best efforts, within the requirements of applicable law, to ensure that the rights granted under this Agreement are effective and that the parties enjoy the benefits of this Agreement. Such actions include, without limitation, the use of the Company’s best efforts to cause the nomination and election of the directors as provided in this Agreement. Without limiting the generality of the foregoing, the Company shall use best efforts (a) to establish the size of the Board at seven directors on the date of this Agreement, and maintain such size during the term of this Agreement; (b) to appoint the initial Investor Designees, as named in Section 2.2, to fill the newly-created vacancies on the Board; (c) to include all Investor Designees as nominees for election in the Company’s proxy materials, as applicable, along with the Board’s recommendation that the Company’s shareholders vote to elect such Investor Designees to serve on the Board; and (d) at the request of Investor, to call a special meeting of, or solicit execution of a written consent by, the Company’s shareholders for the purpose of electing Investor Designees in accordance with this Section 2.
Company Covenant. The Company will not at any time after the date hereof offer, sell or otherwise dispose of (or enter into any transaction which is designed to, or which the Company reasonably expects to, result in the disposition (whether by actual disposition or effective economic disposition due to cash settlement or otherwise) by the Company or any affiliate (as such term is defined in Rule 144(a)(1) under the Securities Act, an “Affiliate”) of the Company), directly or indirectly, or announce the offering of, any Warrants which are the subject of this Agreement. Until the one year anniversary of the Closing Date, the Company will not, and will not permit any of its Affiliates to, resell any of the Warrants or Ordinary Shares issuable upon exercise thereof that may have been acquired by any of them, except for sales of the Warrants or such Ordinary Shares purchased by the Company or any of its affiliates and resold in a transaction registered under the Securities Act.
