Company’s Covenant. Beginning on the Effective Date, the Company shall not, and shall instruct the members of Escalade’s Board of Directors and executive officers not to, make, participate in the making of, or encourage any employees or any other person to make, any statements, written or oral, which criticize, disparage, or defame the reputation of, or which are intended to embarrass, the Executive.
Company’s Covenant. The Company agrees that it shall not enter into any agreement pursuant to which a Change of Control would occur unless it makes provision in such agreement for the assumption by the Successor of the Company's obligations pursuant to this Agreement.
Company’s Covenant. The Company covenants and agrees that it will not raise usury as a defense or reason not to pay, observe or perform any of its obligations under the Transaction Documents.
Company’s Covenant. Beginning on the Executive Transition Date and continuing through the end of the Subsequent Post-Employment Period, the Company shall not, and shall instruct the members of Escalade's Board of Directors and executive officers not to, make, participate in the making of, or encourage or facilitate any employees or any other person to make, any statements, written or oral, which criticize, disparage, or defame the reputation of, or which are intended to embarrass, the Executive.
Company’s Covenant. The Company covenants with the Tenant to comply with the Company's obligations in the First Schedule
Company’s Covenant. The Company hereby agrees that:
(a) the Company and its Subsidiaries will conduct the Licensed Business in compliance with all laws and regulations applicable to the Licensed Business, provided, however, if the Company notifies Licensor that it intends to provide a written opinion from the Company’s Local Counsel stating that any exemption from, or modification to, the Standards is required for the Company to comply with, or operate the Licensed Business in accordance with the laws of the Territory, then the Company shall not be in breach of this covenant by continuing to comply with the existing Standards during the period from the date on which the Company provides such notice to Licensor and ending on the date that either the Counsel Modified Standards or the Alternative Means of Modification has been adopted in order for the Standards to comply with the laws of the Territory; and
(b) the Company shall use the Licensed IP in accordance with the provisions of this Agreement and in accordance with any approvals granted by Licensor hereunder.
Company’s Covenant. The Company hereby agrees to use its best efforts to cause the conditions set forth in Section 4(a)(i) and (ii) to the Certificate of Designation to be fulfilled as promptly as reasonably possible and in no event later than one year from the date hereof. In the event the Company does not cause the conditions set forth in Section 4(a)(i) and (ii) to the Certificate of Designation to be fulfilled by one year from the date hereof, the Company shall immediately redeem all the Preferred Stock at a price per share equal to 105% of the Series B Liquidation Preference (as defined in the Certificate of Designation).
Company’s Covenant. The Company covenants and agrees that during the Restricted Period or at any time thereafter, the Company shall not, directly or indirectly, in public or private, deprecate, impugn, disparage, or make any remarks that would tend to or be construed to tend to defame Executive, nor shall the Company assist any other person, firm or company in so doing.
Company’s Covenant. The Company covenants to the Noteholder that the Company shall not declare a dividend payable to holders of the Company’s common stock prior to the conversion of the Notes in accordance with Section 1.
Company’s Covenant. Prior to December 31, 2002 the Company shall call and hold a meeting of its stockholders (the "DECEMBER STOCKHOLDERS MEETING") and shall use its best efforts to cause an increase in the Company's authorized Common Stock such that the total number of shares of Common Stock authorized will be sufficient to effect issuance of the Exercise Shares and the Conversion Shares and/or otherwise to comply with the terms of this Agreement and of the Series G Certificate of Vote with respect to the terms, rights and privileges of the Series G Preferred. After the December Stockholders Meeting the Company shall, at all times, reserve and keep available at least 9,822,174 (or such other lower number as is at any time determined to be a definite maximum number of shares of Common Stock for which the Conversion and Exchange Warrants may be exercised) unissued shares of Common Stock, for the purpose of effecting the issuance of the Exercise Shares and otherwise complying with the terms of this Agreement. Additionally, with respect to the shares of Series G Preferred issued hereunder, the Company shall, at all times after the December Stockholders Meeting, reserve and keep available at least an aggregate of 12,000,000 unissued shares of Common Stock, for the purpose of effecting a conversion of such shares of Series G Preferred to Common Stock in accordance with the Series G Certificate of Vote. If at any time after the December Stockholders Meeting the number of authorized but unissued shares of Common Stock shall not be sufficient to effect the issuance of the Exercise Shares, to effect a conversion of the Series G Shares and/or otherwise to comply with the terms of this Agreement, the Company will forthwith take such corporate action as may be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. The Company will obtain any authorization, consent, approval or other action by or make any filing with any court or administrative body that may be required under applicable state securities laws in connection with the issuance of the Exercise Shares and the issuance of shares of Common Stock upon a conversion of Series G Preferred in accordance with the Series G Certificate of Vote.
