Covenants of Acquiror Regarding the Conduct of Business Sample Clauses

Covenants of Acquiror Regarding the Conduct of Business. Acquiror covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement, required by applicable Laws or any Governmental Entities or consented to by Target in writing (which consent shall not be unreasonably withheld or delayed), Acquiror shall, and shall cause each of its subsidiaries to: (a) conduct its business in the ordinary course of business consistent with past practice, which business includes, without limitation, the acquisition (directly or indirectly), exploration, development and operation of mineral projects; (b) use commercially reasonable efforts to maintain and preserve their business organization, assets, employees, goodwill and business relationships; and (c) not (i) amend its articles, charter or by-laws or other comparable organizational documents; (ii) split, combine or reclassify any shares in the capital of Acquiror or its subsidiaries; (iii) amend the terms of any of its securities; (iv) adopt a plan of liquidation or resolution providing for the liquidation or dissolution of Acquiror or any of its subsidiaries; (v) amend its accounting policies or adopt new accounting policies, in each case except as required to comply with IFRS; (vi) take any action, or permit any action to be taken on its behalf, and it will refrain from taking any action which, in either case, if taken, could interfere with or be inconsistent with the Acquiror's obligations under this Agreement or could be reasonably expected to significantly impede the completion of the Arrangement, or (vii) enter into any agreement with respect to any of the foregoing. The Acquiror covenants and agrees that from and after the execution of this Agreement and until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Acquiror will not (y) make any cash calls under the joint venture agreement (the “Xxxxxxx JVA”) between the Acquiror and the Target related to the Xxxxxxx Property which are payable by Target prior to June 30, 2011, or (z) except to the extent already agreed by Target, modify, change or amend the accounting procedures or current budget that has been approved under the Xxxxxxx JVA without the prior written consent of the Target.
Sample 1
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Covenants of Acquiror Regarding the Conduct of Business. (a) Prior to the Effective Date, Target shall be permitted to transfer (i) all of the issued and outstanding shares of Servicios VHV S.A. de C.V. and Minera VHV S.A. de C.V. to VHV Mex Holdings Ltd. for up to 100,000 Mexican Pesos, (ii) all of the shares of VHV Mex Holdings Ltd. to Spinco; (iii) any amounts receivable by Target from any of VHV Mex Holdings Ltd., Servicios VHV S.A. de C.V. or Minera VHV S.A. de X.X.xx Spinco and (iv) the Spinco Assets, to Spinco in consideration for a number of common shares in the capital stock of Spinco equal to the result of the following formula: 7,921,476 + (0.125 x the number of Target Warrants exercised prior to the Effective Date) + (0.125 x the number of Target Options exercised prior to the Effective Date) (the “Spinco Reorganization”).
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Covenants of Acquiror Regarding the Conduct of Business. Acquiror covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement, applicable Laws or any Governmental Entities or as consented to by Xxxxxx in writing, Acquiror shall, and shall cause each of its material subsidiaries to, conduct its business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement, or as set out in Schedule 5.2 of the Acquiror Disclosure Letter, Acquiror shall not, nor shall it permit any of its material subsidiaries to, directly or indirectly, without the prior written consent of Xxxxxx (which consent shall not be unreasonably withheld or delayed):
Sample 1
Covenants of Acquiror Regarding the Conduct of Business. Acquiror covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required or expressly permitted by this Agreement; (ii) as required by applicable Laws or any Governmental Entities; (iii) with the express prior written consent of the Company; or (iv) in connection with any COVID-19 Measures undertaken by Acquiror or its subsidiaries, Acquiror shall, and shall cause each of its material subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and, in accordance, in all material respects, with applicable Laws. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required or expressly permitted by this Agreement; (ii) as required by applicable Laws or any Governmental Entities; (iii) with the express prior written consent of the Company; (iv) in connection with any COVID-19 Measures undertaken by Acquiror or its subsidiaries; or (v) as set out in Schedule 5.2 of the Acquiror Disclosure Letter, Acquiror shall not, nor shall it permit any of its material subsidiaries to, directly or indirectly, without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed):
Sample 1

Related to Covenants of Acquiror Regarding the Conduct of Business

  • Representations, Warranties and Covenants of the Corporation The Corporation represents, warrants, covenants and agrees that:

  • Representations, Warranties and Covenants of the Shareholder Shareholder represents and warrants to, and agrees with, the Company that:

  • Representations, Warranties and Covenants of the Company The Company hereby represents and warrants to, and covenants with, the Purchaser as follows:

  • Representations, Warranties and Covenants of Parent Parent represents, warrants and covenants to Stockholder that, assuming due authorization, execution and delivery of this Agreement by Stockholder, this Agreement constitutes the legal, valid and binding obligation of Parent, enforceable against Parent in accordance with its terms, except (i) to the extent limited by applicable bankruptcy, insolvency or similar laws affecting creditors’ rights and (ii) the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of the court before which any proceeding therefor may be brought. Parent has the corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Parent of this Agreement and the consummation by Parent of the transactions contemplated hereby have been duly and validly authorized by Parent and no other corporate proceedings on the part of Parent are necessary to authorize this Agreement or to consummate the transactions contemplated hereby. This Agreement has been duly and validly executed and delivered by Parent.

  • Representations, Warranties and Covenants of Company The Company represents and warrants to, and covenants with, the Subscriber as follows:

  • Representations, Warranties and Covenants of the Seller The Seller hereby represents and warrants to the Purchaser, as of the date hereof and as of the Closing Date, and covenants, that:

  • Representations, Warranties and Covenants of the Sponsor Ally Bank, in its capacity as the Sponsor (the “Sponsor”) represents and warrants to, and agrees with, the Underwriters that the Sponsor or the Depositor has provided a written representation (the “17g-5 Representation”) to each Rating Agency, which satisfies the requirements of paragraph (a)(3)(iii) of Rule 17g-5 of the Exchange Act. Each of the Depositor and the Sponsor has complied, and will comply, with the 17g-5 Representation other than any breach of the 17g-5 Representation (a) that would not have a material adverse effect on the Offered Notes or (b) arising from a breach by any of the Underwriters of the representation, warranty and covenant set forth in Section 5(g).

  • Representations, Warranties and Covenants of the Stockholder The Stockholder represents, warrants and covenants to the Purchaser that:

  • Representations, Warranties and Covenants of the Client A. The Client hereby represents and warrants to the Distributor, which representations and warranties shall be deemed to be continuing throughout the term of this Agreement, that:

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

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