Covenants of Acquirer. Acquirer agrees as follows:
Covenants of Acquirer. During the period from the date of --------------------- this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Acquirer agrees as to itself and its Subsidiaries, except to the extent that Target shall otherwise consent in writing (which consent will not be unreasonably withheld or delayed), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due subject to good faith disputes over such debts or taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it. Acquirer shall promptly notify Target of any event or occurrence not in the ordinary course of business of Acquirer of which Acquirer has knowledge where such event or occurrence would result in a breach of any covenant of Acquirer set forth in this Agreement or cause any representation or warranty of Acquirer to be inaccurate in any material respect as of the date made or (except in the case of representations and warranties that speak as of a specific date) as of the Effective Time. Except as expressly contemplated by this Agreement, Acquirer shall not (and shall not permit any of its Subsidiaries to), without the prior written consent of Target (which consent shall not be unreasonably withheld or delayed):
(a) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock, equity securities or property) in respect of any of its capital stock, or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;
(b) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party;
(c) Issue, deliver or sell to any of its directors, officers, employees or consultants any shares of its capital stock or securities...
Covenants of Acquirer. Section 6.1 Conduct of Business of Acquirer.................................... 27 Section 6.2
Covenants of Acquirer. In addition to the acts, instruments and agreements recited herein and contemplated to be performed, executed and delivered by Acquirer and Contributor, Acquirer shall perform, execute, and deliver or cause to be performed, executed, and delivered at the Closing or after the Closing, any and all further acts, instruments, and agreements and provide such further assurances as Contributor may reasonably require to consummate the transactions contemplated hereunder.
Covenants of Acquirer. 31 Section 5.3 Cooperation................................................ 32 ARTICLE VI
Covenants of Acquirer. During the period from the Agreement Date until the earlier to occur of (a) the Effective Time and (b) the termination of this Agreement in accordance with the provisions of Article 10, Acquirer covenants and agrees with Company as follows:
Covenants of Acquirer. During the period from the date of this Agreement and continuing until the Effective Time (except as expressly contemplated or permitted by this Agreement or to the extent that the Company (acting through the Special Committee) otherwise consents in writing, which consent shall not be unreasonably withheld or delayed):
(a) Changes in Capital Structure. Acquirer shall not change its capital structure or permit any material change with respect to the ownership of Acquirer. Acquirer shall not transfer any Company Common Stock.
(b) Company Stockholder Meetings. Acquirer will vote any and all Company Common Stock owned by Acquirer in favor of the Merger and the adoption of this Agreement at any meeting of the Company's stockholders at which a proposal relating to such approval or adoption is submitted to a vote of the Company's stockholders.
Covenants of Acquirer. Acquirer shall have complied in all material respects with all covenants contained in this Agreement to be performed by it prior to the Closing.
Covenants of Acquirer. Acquirer shall have duly performed all of the covenants, acts and undertakings required to be performed by it prior to Closing.
Covenants of Acquirer. During the period from the date of this Agreement and continuing until the Effective Time (except as expressly contemplated or permitted by this Agreement or to the extent that the Company otherwise consents in writing, which consent shall not be unreasonably withheld or delayed):
(a) Changes in Capital Structure. Acquirer shall not change its capital structure or permit any material change with respect to the ownership of Acquirer. Acquirer shall not transfer any Company Common Stock or Company Preferred Stock.
