COVENANTS BY THE COMPANY. The Company covenants and agrees as follows:
COVENANTS BY THE COMPANY. 10.1 The Company shall use its best efforts to procure all consents, approvals, waivers, authorizations from any third party or any permits, approvals, waivers of or any registration or filings (if required by laws) with any governmental authority required for the execution and performance of this Agreement and the Plegded Equity Interests under this Agreement which shall remain valid in full during the effective term of this Agreement.
10.2 The Company will not assist in or permit the creation of any new pledge or any other encumbrance over the Pledged Security Interests, without prior written consent of the Pledgee.
10.3 The Company will not assist in or permit any transfer of the Pledged Equity Interests, without first obtaining the prior written consent from the Pledgee.
10.4 In the event of any lawsuit, arbitration or claim which may have adverse effect on the Company, the Pledged Equity Interests or the interests of the Pledgee under the Transaction Documents and this Agreement, the Company undertakes to notify the Pledgee in writing as soon as practicably and, at the reasonable request of the Pledgee, take all necessary steps to protect the security interest of the Pledgee over the Pledged Equity Interests.
10.5 The Company will not make or cause to make any conduct or action which may have any adverse effect on the interests of the Pledgee under the Transaction Documents and this Agreement or the Pledged Equity Interests.
10.6 The Plegors shall within the first month of each calendar quarter, provide the financial statements of the Company for the preceding quarter to the Pledgee, including (without limitation) the balance sheet, income statement and cash flow statement.
10.7 The Company undertakes, at the reasonable request of the Pledgee, to take all necessary steps and to execute all documents (including without limitation any supplemental agreement to this Agreement) necessary for the realization of the security interest over the Pledged Equity Interests and the exercise of such rights by the Pledgee.
10.8 The Company undertakes to take all necessary steps to effect all transfers of the Pledged Equity Interests arising from the realization of the Equity Pledge under this Agreement.
COVENANTS BY THE COMPANY. 7.1 The Company hereby covenants that:
7.1.1 it shall use its best efforts to provide assistance in satisfying the requirements to obtain any third parties’ consent, permit, waiver, authorization or any governmental approval, permit, waiver, or to complete the procedures of any registration or filing (if required by laws) with any governmental authority for the execution and performance of this Agreement and the grant of the Share Transfer Option and Asset Purchase Option under this Agreement.
7.1.2 without prior written consent of the WFOE, it shall not provide assistance to or permit the Existing Shareholders to transfer or otherwise dispose of, or create any security interest or other third party right over, any Option Shares.
7.1.3 without prior written consent of the WFOE, it shall not transfer or otherwise dispose of any material assets of the Company (other than in the ordinary course of business), or create any security interest or other third party right over any Company Assets.
7.1.4 it shall not conduct or permit the conduct of any act or action that may have material adverse effect on the interests of the WFOE under this Agreement, including without limitation any act or action which is subject to the restrictions under Article 6.1.
7.2 Upon service of the Exercise Notice by the WFOE:
7.2.1 it shall immediately procure a shareholders’ meeting to be held by the Existing Shareholders and the passing of resolutions at such meeting and take all other necessary actions to approve the transfer of all the Transferred Assets from the Company to the WFOE and/or its designated entity or individual at the Transfer Price;
7.2.2 it shall immediately execute an asset transfer agreement with the WFOE and/or its designated entity or individual to transfer all the Transferred Assets to the WFOE and/or its designated entity or individual at the Transfer Price, and procure the necessary assistance from its shareholders to be provided to the WFOE (including the provision and execution of all ancillary legal documents, completion of the procedures for all governmental approvals and registrations, and fulfilment of all relevant obligations) as requested by the WFOE and in compliance with the laws and regulations, so that all the Transferred Assets will be acquired by the WFOE and/or its designated entity or individual free from any encumbrances, or any security interest, third party restriction or any other limitations on the Company Assets.
7.3 In the event that th...
COVENANTS BY THE COMPANY. 3.1 Until the earlier of (i) twelve (12) months following the Initial Closing Date (as defined in the PPM) or (ii) such date that there is an effective registration statement on file with the SEC covering the resale of all of the shares of Common Stock issued in the Offering and all shares of Common Stock issuable upon exercise of the Warrants issued in the Offering, in the event that the Company issues or sells any shares of Common Stock or any Common Stock Equivalents (as defined below) pursuant to which shares of Common Stock may be acquired at a price less than $1.00 per share, then the Company shall promptly issue additional shares of Common Stock to the Subscriber in an amount sufficient that the subscription price paid hereunder, when divided by the total number of shares issued will result in an actual price paid per share of Common Stock hereunder equal to such lower price (this is intended to be a “full ratchet” adjustment). Such adjustment shall be made successively whenever such an issuance is made. Notwithstanding the foregoing, this Section 3.1 shall not apply in respect of an Exempt Issuance (as defined below).
3.2 For purposes of this Agreement, (i) “Common Stock Equivalents” means any securities of the Company or any of its subsidiaries which would entitle the holder thereof to acquire at any time Common Stock, including, without limitation, any debt, preferred stock, rights, options, warrants or other instrument that is at any time convertible into or exercisable or exchangeable for, or otherwise entitles the holder thereof to receive, Common Stock and (ii) “Exempt Issuance” means the issuance of (a) shares of Common Stock or options to employees, officers, directors, or consultants of the Company pursuant to any stock or option plan duly adopted for such purpose by a majority of the non-employee members of the Board of Directors of the Company or a majority of the members of a committee of non-employee directors established, (b) securities upon the exercise or exchange of or conversion of any securities issued hereunder and/or other securities exercisable or exchangeable for or convertible into shares of Common Stock issued and outstanding on the date of this Agreement, provided that such securities have not been amended since the date of this Agreement to increase the number of such securities or to decrease the exercise, exchange or conversion price of such securities; and (c) securities issued pursuant to acquisitions or strategic tra...
COVENANTS BY THE COMPANY. The Company covenants with the Noteholders and each of them duly to perform and observe the obligations on its part contained in this Instrument (including, without limitation, the Second and Third Schedules) to the intent that this Instrument shall ensure for the benefit of all Noteholders each of whom may sue for the performance or observance of the provisions of this Instrument so far as his holding of Notes is concerned.
COVENANTS BY THE COMPANY. In further consideration of the agreements by the Underwriter herein contained, the Company covenants as follows:
(a) At least 48 hours prior to submission of the Filing or any amendment thereto to the Commission, the Underwriter shall be provided with a copy of such Filing or amendment, and no such Filing will be made to which the Underwriter shall object within the 48 hour period.
(b) The Company will use its best efforts to cause the Registration Statement to become effective and will not at any time, whether before, on, or after the Effective Date, file any amendments to the Filing or supplement thereto without first obtaining the Underwriter's approval. Such approval shall be obtained by compliance with subsection (a) above. Said Filings or any amendments or supplements thereto shall be in compliance with the Securities Act and the Regulations of the Commission to the best of the Company's knowledge, information, and belief.
(c) As soon as the Company is advised thereof, the Company will advise the Underwriter and confirm the advice in writing (i) as to when the Registration Statement has become effective; (ii) of any request made by the Commission for amendment of or supplement to the Filing, or for additional information with respect thereto; and (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or of any amendment thereto or the initiation, or threat of initiation, of any proceedings for such purpose, and the Company will use its best efforts to prevent the issuance of any such order and to obtain as soon as possible the lifting thereof, if issued.
(d) The Company will deliver to the Underwriter prior to the Effective Date, copies of the preliminary prospectus and, on the Effective Date of the Registration Statement, without charge and from time to time thereafter, copies of the Prospectus and amendments thereto as required by law to be delivered in connection with sales, in such quantities as the Underwriter may reasonably request.
(e) The Company will deliver to the Underwriter, without charge, one manually executed copy of the Registration Statement, together with all required exhibits as filed and all amendments thereto with exhibits which have not previously been furnished to the Underwriter, and will deliver to the Underwriter, without charge, such reasonable number of copies of the Registration Statement and Prospectus (excluding exhibits) and all amendments thereto as the Un...
COVENANTS BY THE COMPANY. 5.01 The Company will reserve, and there will remain unissued out of its authorized capital, a sufficient number of shares to satisfy the rights of purchase provided for in all Warrants from time to time outstanding.
COVENANTS BY THE COMPANY. The Company hereby covenants with the Noteholders and each of them to comply with the terms of the Notes and to observe and perform the Conditions, which conditions shall be deemed to be incorporated in this instrument and shall be binding on the Company and the Noteholders and all persons claiming through or under them respectively.
COVENANTS BY THE COMPANY. The Company agrees Subscribers shall have the certain registration rights with respect to the shares of Common Stock underlying the Units issued to Subscribers pursuant to the terms of the Registration Rights Agreement annexed hereto as EXHIBIT C.
COVENANTS BY THE COMPANY. Except as contemplated by this Agreement, between the date hereof and the Reverse Split Effective Date, the Company will not:
(i) issue, reissue, sell, deliver or pledge or authorize or propose the issuance, reissuance, sale, delivery or pledge of any capital stock or other equity securities of the Company, or securities convertible into capital stock or other equity securities of the Company, or any rights, warrants or options to acquire any convertible securities or capital stock of the Company, other than the issuance of shares of Common Stock upon the exercise of stock options outstanding as of the date hereof;
(ii) adjust, split, combine, subdivide, reclassify or redeem, purchase or otherwise acquire, or propose to redeem or purchase or otherwise acquire, any capital stock or equity securities of the Company; or
(iii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the capital stock or equity interests of the Company, redeem or otherwise acquire any shares of the capital stock or equity interests of the Company.
