Covenant of the Purchasers Sample Clauses

Covenant of the Purchasers. The Purchasers hereby covenant and agree that the certificate of incorporation and the bylaws of the Company shall contain provisions with respect to indemnification and exculpation from liability that are no less favorable than those provisions set forth in the Company's certificate of incorporation and bylaws on the date of this Agreement, and for a period of six (6) years from the date hereof, such provisions shall not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of individuals who on or prior to the date hereof were directors or officers of the Company, unless such amendment, repeal or modification is required by applicable law. The Purchasers shall cause the Company to maintain director and officer liability insurance for all actions heretofore taken by any individual, including Xxxxx and XxXxxxxxx, who served the Company as an officer or director. This Section 5 is intended to benefit the Company, the Seller and the Company's current officers and directors, and shall be binding on all successors and assigns of the Company and the Purchasers.
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Covenant of the Purchasers. Each Purchaser hereby separately (and for the avoidance of doubt, not “solidarily” within the meaning of the Civil Code of Québec) covenants that it shall on or before the Closing deliver to the Corporation the Voting Disenfranchisement Agreement.
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Covenant of the Purchasers. Each Purchaser hereby separately (and for the avoidance of doubt, not “solidarity” within the meaning of the Civil Code of Québec) covenants that: 3.2.1 it shall on or before the Closing Date deliver to the TSX an undertaking in the form attached hereto as Schedule I; and 3.2.2 it shall on or before the Closing deliver to the Corporation the Voting Disenfranchisement Agreement.
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Covenant of the Purchasers. The Purchasers agree that during the period from the Closing Date through the first anniversary date thereof they will not cause the Company to (a) effect a "freeze-out merger," "reverse split" or other similar transaction having the primary intended purpose of forcing the elimination of all minority interest in the Company, unless (i) such transaction shall have been approved by a committee of the Board of Directors of the Company comprised of directors that are neither designated by the Purchasers nor are members of management of the Company and (ii) the Company shall have obtained an opinion of an investment banking firm of national standing as to the fairness of the transaction to the minority stockholders or (b) file an application or take actions having the primary intended purpose of (x) causing no shares of Common Stock to be listed on a national securities exchange or the NASDAQ NMS, or (y) suspending the Company's duty to file periodic information, documents, reports and other information pursuant to the Exchange Act, other than with respect to the Tender Offer or another transaction or other events (whether or not caused by the Purchasers) that would require the Company to effect such delisting or deregistration under applicable law or the rules of such national securities exchange or the NASDAQ NMS. Notwithstanding anything to the contrary contained herein, it is understood and agreed that the foregoing covenant shall in no event limit the Purchasers from (A) causing, facilitating or
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Covenant of the Purchasers. 7.1 MARKET-STANDOFF AGREEMENT.
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Covenant of the Purchasers. At the Company's request, the Purchasers shall negotiate in good faith with the Company and its bank lenders to execute and deliver reasonable and customary documentation required to subordinate to such bank lenders (on reasonable and customary terms) the right of the Purchasers to receive payments of cash from the Company with respect to the Replacement Note.
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Covenant of the Purchasers. 18 ARTICLE VII PARTIES IN INTEREST; ASSIGNMENT.................................19
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Covenant of the Purchasers. 14 7.1 Market-Standoff Agreement...................................................................... 14 8. Miscellaneous........................................................................................... 14
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Related to Covenant of the Purchasers

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows:

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • Covenant of Seller The Seller shall not amend Article Third of its Certificate of Incorporation without the prior written consent of each Rating Agency rating the Certificates.

  • Representations, Warranties and Covenants of the Mortgage Loan Seller and the Purchaser (a) The Mortgage Loan Seller hereby makes, as of the date hereof (and, in connection with any replacement of a Defective Loan (as defined in Section 4(f) hereof) with one or more Qualified Substitute Mortgage Loans (also as defined in Section 4(f) hereof), pursuant to Section 5(a) hereof, as of the related date of substitution), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit B-1. The Purchaser hereby makes, as of the date hereof, to and for the benefit of the Mortgage Loan Seller, each of the representations and warranties set forth in Exhibit B-2. (b) The Mortgage Loan Seller hereby makes, as of the date hereof (or as of such other date specifically provided in the particular representation or warranty), to and for the benefit of the Purchaser, each of the representations and warranties set forth in Exhibit C, subject to the exceptions set forth in Schedule C. The Mortgage Loan Seller is also referred to herein as the “Responsible Repurchase Party”. (c) The Mortgage Loan Seller hereby represents and warrants, as of the date hereof, to and for the benefit of the Purchaser only, that the Mortgage Loan Seller has not dealt with any broker, investment banker, agent or other person (other than the Depositor or an affiliate thereof, the Underwriters and the Initial Purchasers) who may be entitled to any commission or compensation in connection with the sale to the Purchaser of the Mortgage Loans. (d) The Mortgage Loan Seller hereby represents and warrants that, with respect to the Mortgage Loans and the Mortgage Loan Seller’s role as “originator” (or the role of any third party as “originator” of any Mortgage Loan for which the Mortgage Loan Seller was not the originator) and “sponsor” in connection with the issuance of the Registered Certificates, the information regarding the Mortgage Loans, the related Mortgagors, the related Mortgaged Properties and/or the Mortgage Loan Seller contained in each of the Preliminary Prospectus and the Prospectus complies in all material respects with the applicable disclosure requirements of Regulation AB as in effect on the date hereof and for which compliance is required as of the date hereof. As used herein, “Regulation AB” means Subpart 229.1100 – Asset Backed Securities (Regulation AB), 17 C.F.R. §§229.1100-229.1125, as such rules may be amended from time to time, and subject to such clarification and interpretation as have been or may hereafter be from time to time provided by the Securities and Exchange Commission (the “Commission”) or by the staff of the Commission, in each case as effective from time to time as of the compliance dates specified therein.

  • Covenant of the Company The Company covenants and agrees that this Warrant shall be binding upon any corporation succeeding to the Company by merger, consolidation, or acquisition of all or substantially all of the Company's assets.

  • Covenant of the Underwriters Each Underwriter severally and not jointly covenants with the Company not to take any action that would result in the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of such Underwriter that otherwise would not, but for such actions, be required to be filed by the Company under Rule 433(d).

  • Covenants of the Selling Stockholders Each Selling Stockholder further covenants and agrees with each Underwriter:

  • Covenants of the Selling Shareholders Each Selling Shareholder further covenants and agrees with each Underwriter:

  • Representations and Warranties of the Seller and the Purchaser (a) The Seller hereby represents and warrants to the Purchaser as of the date of this Agreement that:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

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