Covenants of Glamis. Subject to Sections 6.01 and 6.02, Glamis hereby covenants and agrees with Goldcorp as follows:
Covenants of Glamis. Glamis covenants and agrees with Rayrock that, prior to the Effective Date, unless Rayrock shall otherwise agree in writing or as expressly contemplated or permitted by this Agreement: (a) Glamis shall not directly or indirectly do or permit to occur any of the following which would result in a change in the undertaking or business of Glamis or which would have a Material Adverse Effect on Glamis: (i) issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell, pledge, lease, dispose of or encumber (or permit any of the Glamis Subsidiaries to issue, sell, pledge, lease, dispose of or encumber or agree to issue, sell, pledge, lease, dispose of or encumber): 15 (1) any additional shares of, or any options, warrants, calls, conversion privileges or rights of any kind to acquire any shares of, Glamis or any of the Glamis Subsidiaries (other than pursuant to the exercise of any stock options currently outstanding); or (2) except in the ordinary course of business, any assets of Glamis or of any of the Glamis Subsidiaries; (ii) amend or propose to amend its memorandum or articles or those of any of the Glamis Subsidiaries; (iii) split, combine or reclassify any outstanding Glamis Shares, or declare, set aside or pay any dividend or other distribution payable in cash, stock, property or otherwise with respect to the Glamis Shares; (iv) redeem, purchase or offer to purchase (or permit any of the Glamis Subsidiaries to redeem, purchase or offer to purchase) any Glamis Shares or other securities of Glamis or any shares or other securities of the Glamis Subsidiaries; (v) reorganize, amalgamate or merge Glamis or any of the Glamis Subsidiaries with any other person, corporation, partnership or other business organization whatsoever; (vi) reduce the stated capital of Glamis or any of the Glamis Subsidiaries; or (vii) acquire or agree to acquire (by merger, amalgamation, acquisition of stock or assets or otherwise) any person, corporation, partnership or other business organization or division; (b) Glamis shall use its reasonable best efforts, and cause each of the Glamis Subsidiaries to use its reasonable best efforts, to preserve intact their respective business organizations and goodwill, to keep available the services of its and their officers and employees as a group and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them; not take any action, or permit any of the Glamis Su...
