Covenant Regarding Aggregate Share Cap Sample Clauses

Covenant Regarding Aggregate Share Cap. The Issuer and the Guarantor covenant not to take any voluntary action that would result in an adjustment to the Exchange Rate pursuant to Section 13.03(b), Section 13.03(c), Section 13.03(d) (other than any action that would result in an increase in the Exchange Rate under Section 13.03(d) to the extent necessary for the Guarantor to maintain its status as a REIT) and Section 13.03(e) or Section 13.04 that would result in the Notes becoming exchangeable for a number of shares of Common Stock in excess of the Aggregate Share Cap for as long as such Aggregate Share Cap applies.
Sample 1
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Covenant Regarding Aggregate Share Cap. The Company shall use its commercially reasonable efforts to include for vote by its stockholders during the next annual stockholder meeting (unless its Board of Directors determines that it is not in the best interests of the Company to do so at that time, in which case the Company will do so at the next such annual meeting where its Board of Directors does not so determine) and will endorse in the proxy materials for such meeting the approval, in accordance with the listing standards of the NYSE, of the issuance of shares of common stock in excess of the limitations imposed by the Aggregate Share Cap and the Exchange Share Cap. The Issuer and the Company further covenant not to take any voluntary action that would result in an adjustment to the Exchange Rate pursuant to Section 10.04(b), Section 10.04(c), Section 10.04(d) and Section 10.04(e) or Section 10.03 that would result, in the Notes becoming exchangeable for a number of shares of Company Common Stock in excess of the Aggregate Share Cap for as long as such Aggregate Share Cap applies.
Sample 1

Related to Covenant Regarding Aggregate Share Cap

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE PLEDGORS (a) Each Pledgor represents, warrants and covenants that:

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Post-Closing Confidentiality From and after the Closing, the Sellers and Wind Down Co. will, and will cause their respective Affiliates to, hold in strict confidence, and will not use to the detriment of Buyer or any of its Affiliates, all non-public information with respect to the Business, the Acquired Assets or the Assumed Liabilities. Notwithstanding anything to the contrary contained herein, any Seller or Wind Down Co. may disclose such information (a) if such Seller or Wind Down Co. is compelled to disclose the same by judicial or administrative process or by other requirements of law (but subject to the following provisions of this Section 5.18), (b) if the same currently is in the public domain or hereafter is in the public domain through no fault of such Seller or Wind Down Co. or any of its Affiliates or (c) if the same is later acquired by such Seller or Wind Down Co. or any of its Affiliates from another source that is not under an obligation to another Person to keep such information confidential, or (d) if necessary in connection with the administration of the Bankruptcy Cases and the wind-down of the Sellers’ estates. If any Seller, Wind Down Co. or any of its Affiliates (the “Disclosing Party”) becomes legally required (by interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand, rule of civil procedure or other similar process) to disclose any such non-public confidential information, the Disclosing Party shall provide Buyer with prompt written notice of any such requirement so that Buyer may seek, at Buyer’s sole cost and expense, a protective order or other appropriate remedy and/or waive compliance with the provisions of this Section 5.18. If, in the absence of a protective order or other remedy or the receipt of a waiver by Buyer, the Disclosing Party nonetheless, based on the written advice of outside counsel, is required to disclose such non-public confidential information to any tribunal or else stand liable for contempt or suffer other censure or penalty, the Disclosing Party, without liability hereunder, may disclose that portion of such information which such counsel advises the Disclosing Party it is legally required to disclose. Each of the Sellers and or Wind Down Co. acknowledges and agrees that money damages would not be an adequate remedy for any breach of its agreements contained in this Section 5.18 and that in addition to any other remedies available to Buyer, Buyer shall be entitled to the remedies of injunction, specific performance and other equitable relief for any threatened or actual breach of this Section 5.18.

  • PRE-CLOSING OBLIGATIONS The Seller shall have performed and complied with all the obligations and conditions required by this Agreement to be performed or complied with by Seller at or prior to the Closing Date, including the execution and delivery of all documents and contracts required to be delivered at or before the Closing Date pursuant to this Agreement.

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

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