Covenant of Purchaser. The Purchaser will use its best efforts to cause the conditions set forth in Section 7 to be satisfied.
Covenant of Purchaser. Purchaser shall not engage in any unlawful trading activity in connection with the Company securities.
Covenant of Purchaser. 3.01 The Purchaser hereby covenants to operate Paragon Systems, Inc. in such a way as to maximize long-term shareholder value, and to enhance the value of the Shares. Such provision shall not be interpreted as imposing on Purchaser, or any officer, director or controlling shareholder thereof, any fiduciary or other duty to the Secured Party that exceeds the duties imposed by law on the officers, directors or controlling shareholders of a corporation to the other shareholders of such corporation.
Covenant of Purchaser. The Purchaser covenants and agrees with the Seller that, at all times from and after the date hereof until the Closing, the Purchaser shall take all steps necessary and proceed diligently and in good faith to satisfy each condition precedent contained in Section 4.1 which is required to be fulfilled by it, and shall immediately notify the Seller when the Purchaser believes such conditions have been fulfilled or when the Purchaser is unable to satisfy any such condition precedent.
Covenant of Purchaser. Purchaser shall indemnify and hold Seller harmless from any liability on those Contracts referred to in paragraph 5, which have been initiated by Seller and which are continued by Purchaser for any period of time after the closing.
Covenant of Purchaser. No Tender Offers. For a period of one year from the Closing Date, unless such shall have been specifically invited by the Company, neither Purchaser nor any of its affiliates (as defined under the Securities Exchange Act of 1934, as amended) (other than any public affiliates) will: (i) propose to the Company or any other person any transaction between Purchaser and the Company and/or its security holders or involving any of its securities or security holders, whether by merger, tender offer or otherwise; (ii) acquire, or assist, advise or encourage any other persons in acquiring, directly or indirectly, control of the Company, whether by solicitation of proxies or otherwise, or any of the Company's securities, businesses or assets; or (iii) request or demand the call, or participate with or in any way assist any other person in requesting or demanding the call of a special or annual meeting of shareholders. Purchaser also agrees that the Company shall be entitled to equitable relief, including injunction, in the event of any breach of the provisions of this paragraph; provided, however, that, notwithstanding anything to the contrary in this Section 4.2, Purchaser shall be entitled to sell or pledge the Shares, the Warrant and the Warrant Shares to any party whatsoever.
Covenant of Purchaser. 20 5.1 Form S-3. ....................................................................................20 ARTICLE VI CONDITIONS TO OBLIGATIONS OF PURCHASER AND SELLER...................................................................................20 6.1 Conditions to Obligations of Purchaser. ......................................................20 6.2 Conditions to Obligations of Seller. .........................................................22 ARTICLE VII SURVIVAL OF REPRESENTATIONS, WARRANTIES, COVENANTS AND AGREEMENTS...............................................................................24 7.1 Survival of Representations, Warranties, Covenants and Agreements. ..................................................................................24
Covenant of Purchaser. Purchaser is prohibited for a period of 2 (two) years after the Closing Date to directly or indirectly through Affiliated Companies manufacture, have manufactured by third parties or sell (including resale) within Japan, Vietnam, South Korea and Malaysia, (i) emulsions for any applications (a) based on Acrylic Technology or Ink Jet Paper Coating Technology or (b) emulsions that are transferred under this Agreement or manufactured using Transferred Intellectual Property Rights and (ii) emulsion powder that are transferred under this Agreement or manufactured using Transferred Intellectual Property Rights for any application. The following activities, however, are exempt from such non-compete covenant:
(i) The acquisition of other companies or merger with other companies which has a side line manufacture and/or sell emulsions and/or emulsion powders provided that such competing business does not exceed 25% of the annual revenues of the acquired or merged entity.
(ii) Any activities that are required in the context of agency, distribution or toll manufacturing agreements concluded with Seller or Seller’s Affiliated Companies.
Covenant of Purchaser. 17 ARTICLE VI CONDITIONS PRECEDENT TO THE PURCHASER'S OBLIGATIONS...............................................................................17 6.01
Covenant of Purchaser. Purchaser makes the following covenant for the benefit of Sellers, which covenants shall survive the Closing of this Agreement:
