COVENANTS 48 Clause Samples

The "COVENANTS 48" clause establishes specific promises or obligations that one or both parties must fulfill under the agreement. Typically, such covenants may require a party to maintain certain standards, refrain from particular actions, or perform ongoing duties throughout the contract term. For example, a party might covenant to maintain insurance coverage or comply with applicable laws. The core function of this clause is to ensure ongoing compliance and performance, thereby reducing risk and providing assurance that key responsibilities will be met during the contractual relationship.
COVENANTS 48. Section 6.1. Conduct of the Company 48 Section 6.2. No Solicitation 51 Section 6.3. Change in Recommendation 52 Section 6.4. Filings; Further Actions; Reasonable Best Efforts 54 Section 6.5. Access; Confidentiality 56 Section 6.6. Interim Operations of Merger Sub 56 Section 6.7. Publicity 56 Section 6.8. Other Employee Benefits 57 Section 6.9. Compensation Arrangements 59 Section 6.10. Director and Officer Indemnification, Exculpation and Insurance 59 Section 6.11. Merger Sub Stockholder Consent 60 Section 6.12. Other Agreements and Understandings 61 Section 6.13. Further Assurances 61 Section 6.14. Takeover Laws 61 Section 6.15. Section 16 Matters 61 Section 6.16. Transaction Litigation 61 Section 6.17. Delisting of Company Common Stock 61
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COVENANTS 48. Section 5.1 Conduct of TS Business Prior to the Closing 48 Section 5.2 Conduct of Buyer Business Prior to Closing 51 Section 5.3 Covenants Regarding Information 52 Section 5.4 Notification of Certain Matters 53 Section 5.5 Intercompany Arrangements 54 Section 5.6 Confidentiality 55 Section 5.7 Consents and Filings 55 Section 5.8 Public Announcements and Employee Communications 57
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COVENANTS 48. Section 4.1 Conduct of Business of the Company 48 Section 4.2 Efforts to Consummate; Litigation 52 Section 4.3 Confidentiality and Access to Information 53 Section 4.4 Public Announcements 55 Section 4.5 Tax Matters 56 Section 4.6 Exclusive Dealing 59 Section 4.7 Preparation of Registration Statement / Proxy Statement 60 Section 4.8 Pathfinder Shareholder Approval 61 Section 4.9 Stronghold Merger Sub Shareholder Approval 61 Section 4.10 Conduct of Business of Pathfinder 62 Section 4.11 Stock Exchange Listing 63 Section 4.12 Trust Account 63 Section 4.13 Transaction Support Agreements; Company Shareholder Approval 64 Section 4.14 Pathfinder Indemnification; Directors’ and Officers’ Insurance 64 Section 4.15 Company Indemnification; Directors’ and Officers’ Insurance 65 Section 4.16 Post-Closing Directors and Officers 66 Section 4.17 PCAOB Financials 68 Section 4.18 Termination of Pathfinder Registration 69 Section 4.19 Pre-Closing Reorganization 69 Section 4.20 Conduct of Business of Stronghold Merger Sub 69 Section 4.21 Company Equity Plan 69 Section 4.22 Section 16 Matters 70 Section 4.23 Strategic Investor Subscription Agreements 70
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COVENANTS 48. 5.1 Covenants of the Company Regarding the Conduct of Business 48 5.2 Mutual Covenants of the Parties Relating to the Arrangement 54 5.3 Covenants of the Company Relating to Incentive Awards 55 5.4 Non-Solicitation 55 5.5 Access to Information; Confidentiality 61 5.6 Insurance and Indemnification 62 5.7 Pre-Acquisition Reorganization 63 5.8 Regulatory Approvals 64 6.1 Mutual Conditions Precedent 64 6.2 Additional Conditions Precedent to the Obligations of the Purchaser 65 6.3 Conditions Precedent to the Obligations of the Company 66 6.4 Satisfaction of Conditions 67 6.5 Notice of Breach 67 7.1 Term 67 7.2 Termination 68 7.3 Termination Payments 70 7.4 Amendment 72 7.5 Waiver 72 8.1 Notices 73 8.2 Governing Law 74 8.3 Injunctive Relief 74 8.4 Time of Essence 74 8.5 Entire Agreement, Binding Effect and Assignment 75 8.6 No Liability 75 8.7 Severability 75 8.8 Waiver of Jury Trial 75 8.9 Third Party Beneficiaries 76 8.10 Counterparts, Execution 76 EVOLUTION MINING LIMITED, a corporation existing under the laws of Australia with its head office in Sydney, Australia (the “Purchaser”) under the laws of British Columbia, with its registered and records office in Vancouver, British Columbia (“Acquireco”) BATTLE NORTH GOLD CORPORATION, a corporation existing under the laws of British Columbia, with its registered and records office in Vancouver, British Columbia (the “Company”) A. The Purchaser proposes to acquire, through Acquireco, all of the issued and outstanding Company Shares and that all other equity interests of the Company be cancelled, in each case, in accordance with the Arrangement; B. Upon the effectiveness of the Arrangement, Company Shareholders will receive the Consideration for each Company Share they hold; C. The Company Board has unanimously determined, after receiving financial and legal advice and following the receipt and review of a unanimous recommendation from the Independent Directors, that the Arrangement is in the best interests of the Company, and the Company Board has resolved to recommend that the Company Shareholders vote in favour of the Arrangement Resolution, all subject to the terms and the conditions contained in this Agreement; D. The Purchaser and Acquireco have entered into the Voting Agreements with the Locked- Up Shareholders, pursuant to which each of the Locked-Up Shareholders has agreed to vote their Company Shares in favour of the Arrangement Resolution on the terms and subject to the conditions set forth in the Voting ...
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Related to COVENANTS 48

  • Covenants Etc Buyer shall have substantially performed and complied with each and every covenant, agreement and condition required by this Agreement to be performed or complied with by it prior to, or at, the Closing Date.

  • COVENANTS OF ICANN ICANN covenants and agrees with Registry Operator as follows:

  • COVENANTS OF LESSEE Lessee hereby covenants and agrees with Lessor as follows:

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.