Covenants of Acquisition. Acquisition covenants and agrees ------------------------ for the benefit of the Stockholders that (a) immediately upon execution of this Agreement, Acquisition shall enter into the Merger Agreement, and (b) until the Merger Termination Date, it shall use all reasonable efforts to take, or cause to be taken, all action, and do, or cause to be done, all things necessary or advisable in order to consummate and make effective the transactions contemplated by this Agreement and the Merger Agreement, consistent with the terms and conditions of each such agreement; provided, however, that nothing in this Section 5 or any other provision of this Agreement is intended, nor shall it be construed, to limit or in any way restrict Acquisition's right or ability to exercise any of its rights under the Merger Agreement.
Covenants of Acquisition. 30 6.1 Confidentiality........................................
Covenants of Acquisition. Acquisition agrees that:
Covenants of Acquisition. During the period from the date of this Agreement until the Effective Time, Acquisition agrees that:
Covenants of Acquisition. In connection with the purchase of the sale of the Nexsan Common Stock, Acquisition makes the following covenants:
a. Within the term of this Agreement, Acquisition will not create any pledges, liabilities and any other third party encumbrances on the Nexsan Common Stock held by it nor transfer, donate or otherwise dispose of any shares held by them to any third party other than the Parties to this Agreement.
b. Within the term of this Agreement, Acquisition will not otherwise grant any other options or similar rights to any third party or transfer or assign this Agreement to any party other than Holdings or StoreCentric without the express written consent of Humilis.
c. Acquisition will maintain the valid existence of Nexsan in accordance with normal financial and commercial standards and practices, operate their business and deal with affairs in a prudent and efficient manner, use their best efforts to obtain and maintain any permits, licenses and approvals necessary for Nexsan’s continuous operation and ensure that any such permits, licenses and approvals will not be canceled, withdrawn or declared null and void.
d. Acquisition will provide Humilis with all Nexsan’s operation and financial information at Humilis’ request.
e. Before Humilis (or any assignee) exercises the option and obtains all of the Nexsan Common Stock , Acquisition undertakes that:
i) Acquisition will forthwith notify Humilis in writing of any suits, arbitration or administrative proceedings that have arisen or may arise in relation to the Nexsan Common Stock owned by them or of any circumstances that may have any adverse effect on such Nexsan Common Stock;
ii) Before Humilis and/or any assignee exercises the option, Acquisition shall enter into all necessary or appropriate documents, take all necessary or appropriate actions and make all necessary or appropriate accusations or make all necessary and appropriate defenses for all claims in order to maintain their lawful and effective ownership over the appropriate Nexsan Common Stock; and
iii) Acquisition will strictly abide by this Agreement and other agreements jointly or severally entered into by and between Acquisition and Humilis, conscientiously perform its obligations under such agreements and will not do any acts/omissions that are likely to affect the validity and enforceability of such agreements.
f. Except as expressly agreed by Humilis (or its designated third party) in writing, before Humilis (or its designated third party...
Covenants of Acquisition. In further consideration of the agreements of the Purchasers contained in this Agreement, Acquisition covenants with each Purchaser as follows:
(a) To furnish to you, without charge, during the period mentioned in paragraph (c) below, as many copies of the Final Memorandum, any documents incorporated by reference therein and any supplements and amendments thereto as you may reasonably request.
(b) Before amending or supplementing the Final Memorandum, to furnish to you a copy of each such proposed amendment or supplement and not to use any such proposed amendment or supplement to which you reasonably object.
(c) If, during the period after the date hereof and prior to the date on which all the Securities shall have been sold by the Purchasers, any event shall occur or condition exist as a result of which it is necessary in your judgment to amend or supplement the Final Memorandum in order to make the statements therein, in light of the circumstances when such Memorandum is delivered to a purchaser, not misleading, or if, in the opinion of counsel to the Purchasers it is necessary to amend or supplement such Memorandum to comply with applicable law, forthwith to prepare and furnish, at its own expense, to the Purchasers, either amendments or supplements to such Memorandum so that the statements in such Memorandum as so amended or supplemented will not, in light of the circumstances when such Memorandum is delivered to a purchaser, be misleading or so that such Memorandum, as so amended or supplemented, will comply with applicable law.
(d) To endeavor to qualify the Securities for offer and sale under the securities or Blue Sky laws of such jurisdictions as you shall reasonably request; PROVIDED, HOWEVER, that neither Acquisition nor the Company shall not be required to (i) qualify generally or as a foreign corporation to do business in any jurisdiction where it is not then so qualified or (ii) take any action that would subject it to general service of process or to taxation in any jurisdiction where it is not then so subject.
(e) Whether or not the transactions contemplated in this Agreement are consummated or this Agreement is terminated, to pay or cause to be paid all expenses incident to the performance of its obligations under this Agreement, including (i) the fees, disbursements and expenses of Acquisition's and the Company's counsel and accountants and all other fees or expenses in connection with the preparation of each Memorandum and all amendments...
Covenants of Acquisition. Acquisition covenants and agrees that, after the date hereof and prior to the Effective Time, unless the Company shall have consented in writing thereto, each of Acquisition and its Affiliates shall use its reasonable best efforts to preserve its corporate organization intact and keep available the services of its officers.
Covenants of Acquisition. 25 6.3 Filings; Consents; Other Action.......................... 25 6.4 Access................................................... 26 6.5 Publicity................................................ 26 6.6
Covenants of Acquisition. Filings and Authorizations.................................. 26 5.2
Covenants of Acquisition. 41 Section 7.1 [This Section Intentionally Omitted.]. . . . . . . . . . 41 Section 7.2 Notice to Company. . . . . . . . . . . . . . . . . . . . 41 ARTICLE VIII COVENANTS OF THE COMPANY, PRINCIPAL HOLDERS AND ACQUISITION. . . . . . . . . . . . . . . . . . . . . . . . 41
