Covenants about the Purchaser Sample Clauses

Covenants about the Purchaser. The Purchaser covenants with the Vendor that during the period commencing on the Execution Date and expiring on the Settlement Date, the Purchaser will not, except as contemplated by this Agreement, without the prior written consent of the Vendor: (a) enter into, terminate or alter any term of any material contract or commitment; (b) incur any additional Material Purchaser Liability; (c) acquire any material asset or authorise any material capital expenditure; (d) dispose of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of its current or future assets or any interest in any of them; (e) hire or terminate the employment of or pay or agree to pay any bonus or allowance to any employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any employee; (f) except for Warrants or Other Warrants listed on Sections 1(c) and (d) of Exhibit 2 hereto, grant any option to subscribe for any security in the Purchaser or allot or issue or agree to allot or issue any security, share or loan capital or any security convertible into any share or loan capital in the Purchaser or enter into any agreement with respect to the ownership or control of any securities of the Purchaser; provided, however, that on or before the Settlement Date, the Purchaser shall have the right to issue and sell additional Purchaser Shares or issue Additional Securities of the Purchaser (upon terms and conditions satisfactory to White Energy) for the sole purpose of purchasing or otherwise acquiring Purchaser Shares that are then currently owned by any one or more Record Purchaser Shareholder(s) who shall (i) have advised the Purchaser or its representatives that such Person will not vote in favour of this Agreement and the Transactions contemplated hereby, or (ii) who wishes to exercise such Person’s right to redeem such Purchaser Shares and receive payment of the purchase price therefore; (g) resolve to reduce or alter its share capital in any way; (h) buy-back Purchaser Shares or enter into a buy-back agreement or resolve to approve the terms of a buy-back agreement; provided, however, that on or before the Settlement Date, the Purchaser shall have the right to buy-back Purchaser Shares from, or enter into one or more buy-back agreements with, any one or more Record Purchaser Shareholder(s) who shall (i) have advised the Purchaser or its representatives that such Person will not vote in favour of this Agreement an...
Sample 1
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Covenants about the Purchaser. The Purchaser covenants with White Energy that during the period commencing on the Execution Date and expiring on the Merger Implementation Date, the Purchaser will not, except as contemplated by this Agreement, without the prior written consent of White Energy: (a) enter into, terminate or alter any term of any material contract or commitment; (b) incur any additional Material Purchaser Liability; (c) acquire any material asset or authorise any material capital expenditure; (d) dispose of, agree to dispose of, assign, agree to assign, encumber or grant any option over any of its current or future assets or any interest in any of them; (e) hire or terminate the employment of or pay or agree to pay any bonus or allowance to any employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any employee; (f) except for Warrants or Other Warrants listed on Sections 1(c) and (d) of Exhibit 2 hereto, grant any option to subscribe for any security in the Purchaser or allot or issue or agree to allot or issue any security, share or loan capital or any security convertible into any share or loan capital in the Purchaser or enter into any agreement with respect to the ownership or control of any securities of the Purchaser; provided, however, that from and after the Execution Date and on any one or more occasions on or before the Second Court Date, the Purchaser shall have the right to issue and sell (i) additional Purchaser Shares or
Sample 1

Related to Covenants about the Purchaser

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

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

  • Covenants and Warranties Grantor represents, warrants, covenants and agrees as follows: (a) Grantor is now the sole owner of the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor to its customers in the ordinary course of business. (b) Performance of this IP Agreement does not conflict with or result in a breach of any material agreement to which Grantor is bound. (c) During the term of this IP Agreement, Grantor will not transfer or otherwise encumber any interest in the Intellectual Property Collateral, except for non-exclusive licenses granted by Grantor in the ordinary course of business or as set forth in this IP Agreement; (d) To its knowledge, each of the Patents is valid and enforceable, and no part of the Intellectual Property Collateral has been judged invalid or unenforceable, in whole or in part, and no claim has been made that any part of the Intellectual Property Collateral violates the rights of any third party; (e) Grantor shall promptly advise Lender of any material adverse change in the composition of the Collateral, including but not limited to any subsequent ownership right of the Grantor in or to any Trademark, Patent, Copyright, or Mask Work specified in this IP Agreement; (f) Grantor shall (i) protect, defend and maintain the validity and enforceability of the Trademarks, Patents, Copyrights, and Mask Works, (ii) use its best efforts to detect infringements of the Trademarks, Patents, Copyrights, and Mask Works and promptly advise Lender in writing of material infringements detected and (iii) not allow any Trademarks, Patents, Copyrights, or Mask Works to be abandoned, forfeited or dedicated to the public without the written consent of Lender, which shall not be unreasonably withheld, unless Grantor determines that reasonable business practices suggest that abandonment is appropriate. (g) Grantor shall take such further actions as Lender may reasonably request from time to time to perfect or continue the perfection of Lender’s interest in the Intellectual Property Collateral; (h) This IP Agreement creates, and in the case of after acquired Intellectual Property Collateral this IP Agreement will create, at the time Grantor first has rights in such after acquired Intellectual Property Collateral, in favor of Lender a valid and perfected first priority security interest and collateral assignment in the Intellectual Property Collateral in the United States securing the payment and performance of the obligations evidenced by the Loan Agreement; (i) To its knowledge, except for, and upon, the filing of UCC financing statements, or other notice filings or notations in appropriate filing offices, if necessary to perfect the security interests created hereunder, no authorization, approval or other action by, and no notice to or filing with, any U.S. governmental authority or U.S. regulatory body is required either (a) for the grant by Grantor of the security interest granted hereby, or for the execution, delivery or performance of this IP Agreement by Grantor in the U.S. or (b) for the perfection in the United States or the exercise by Lender of its rights and remedies thereunder; (j) All information heretofore, herein or hereafter supplied to Lender by or on behalf of Grantor with respect to the Intellectual Property Collateral is accurate and complete in all material respects. (k) Grantor shall not enter into any agreement that would materially impair or conflict with Grantor’s obligations hereunder without Lender’s prior written consent, which consent shall not be unreasonably withheld. Grantor shall not permit the inclusion in any material contract to which it becomes a party of any provisions that could or might in any way prevent the creation of a security interest in Grantor’s rights and interest in any property included within the definition of the Intellectual Property Collateral acquired under such contracts. (l) Upon any executive officer of Grantor obtaining actual knowledge thereof, Grantor will promptly notify Lender in writing of any event that materially adversely affects the value of any material Intellectual Property Collateral, the ability of Grantor to dispose of any material Intellectual Property Collateral or the rights and remedies of Lender in relation thereto, including the levy of any legal process against any of the Intellectual Property Collateral.

  • COVENANTS AND AGREEMENTS OF BUYER Buyer covenants and agrees with Seller as follows:

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants and Agreements of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants of Seller and Buyer Seller and Buyer each covenant with the other as follows:

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

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