Covenants of Corporation. The Corporation covenants to the Seller that, except as otherwise consented to in writing by the Seller, from and after the date of this Agreement, the Corporation will use its best efforts to cause all of the conditions described in Sections 7.1 and 7.2 of this Agreement to be satisfied. In the event the Certificates represent shares of Common Stock in excess of the Shares to be sold hereunder (such number of shares of Common Stock in excess of the Shares, the "Excess Shares"), then the Corporation will use its best efforts to provide to EquiServe, as transfer agent for the Corporation (the "Transfer Agent") the documents reasonably needed by the Transfer Agent, and to otherwise cooperate with the Seller and the Transfer Agent, in order for the Transfer Agent to issue certificate(s) representing the Excess Shares to Seller, and to issue certificate(s) representing the Shares to the Corporation, as soon after Closing as practicable.
Covenants of Corporation. The Corporation covenants and agrees with the Purchaser that upon the reasonable request of the Purchaser hereto after the Closing, the Corporation will take all action and will execute all documents and instruments necessary or desirable to consummate and give effect to this purchase. These include, by way of illustration and not by way of limitation, the following:
4.1 Various conditions relating to filing, payment, and collecting of refunds relating to taxes;
4.2 Prompt delivery of Corporate books and records;
4.3 Provisions relating to treatment of confidential proprietary information obtained in the acquisition process; and
Covenants of Corporation a. The Corporation covenants and agrees that, so long as this Note shall be outstanding, it will:
(i) Do or cause to be done all things necessary to preserve and keep in full force and effect its corporate existence, rights and franchises and comply with all laws applicable to the Corporation as its counsel may advise; and
(ii) At all times keep true and correct books, records and accounts.
Covenants of Corporation. The Corporation covenants and agrees as follows:
Covenants of Corporation. Corporation covenants to Buyer that between the date hereof and the Closing Date:
Covenants of Corporation. The Corporation covenants to issue Shares from treasury on the exercise of the Options in the same number and for the same consideration as established by the Options.
Covenants of Corporation. 6.1 Reporting Issuer Status and Listing of Common Shares 14
Covenants of Corporation. The Corporation covenants to the Sellers that, except as otherwise consented to in writing by the Sellers, from and after the date of this Agreement, the Corporation will use its best efforts to cause all of the conditions described in Sections 7.1 and 7.2 of this Agreement to be satisfied.
Covenants of Corporation. So long as any of the Series B Shares are out-standing, the Corporation shall do all of the following (the "Covenants"):
1. Maintain its corporate existence in good standing;
2. Maintain the general character of its business and conduct its business in its ordinary and usual manner;
3. Maintain proper business and accounting records;
4. Comply with and perform all material obligations and duties imposed upon it by federal, state and local laws and all rules, regulations and orders imposed by federal, state or local governmental authorities, except as may be contested by them in good faith by appropriate proceedings;
5. Deliver to the holders of the Series B Preferred Shares, within the times required for the Sling of SEC Forms IO-K and 10-Q, true and correct copies of the annual and quarterly financial statements of the Corporation, which statements shall be prepared in compliance with the Rules and Regulations of the Securities and Exchange Commission;
6. Comply with all financial covenants in all loan agreements or credit facilities to which the Corporation is a party; and
7. Timely make all filings and submit all reports required by the Rules and Regulations of the Securities and Exchange Commission.
Covenants of Corporation. SECTION 6.1 Affirmative Covenants of Corporation.................................... 20 SECTION 6.2 Negative Covenants of Corporation....................................... 21
