Covenants of Holder. 1.1 The Holder hereby agrees that he or she shall:
(a) vote (or cause to be voted) all of the Subject Shares at any meeting of the holders of Company Common Shares, and in any action by written consent of the holders of Company Common Shares (unless, and only then to the extent, prohibited by Law):
(i) in favour of the approval, consent, ratification and adoption of the Proposed Transaction (and any actions required in furtherance thereof, including, without limitation, the issuance of Company Common Shares pursuant to the Proposed Transaction) and all other resolutions to be put to the meeting of holders of Company Common Shares in respect of the Proposed Transaction as contained in the Arrangement Agreement; and
(ii) against any proposed action by the Company, the holders of Company Common Shares, any Company Subsidiary or any other Person: (A) in respect of any corporate transaction, such as a merger, amalgamation, arrangement, rights offering, reorganization, recapitalization, liquidation or take-over bid or similar transaction involving the Company or Company Common Shares other than the Proposed Transaction; and (B) which might reasonably be regarded as being directed towards or likely to prevent or delay the implementation or the successful completion of the Proposed Transaction, including, without limitation, any Company Acquisition Proposal; and
(b) no later than five (5) Business Days prior to the cut-off date for the deposit of votes by proxy or voting instruction form in respect of any meeting of the holders of Company Common Shares to consider the Proposed Transaction, duly complete (or cause to be completed) and cause forms of proxy or voting instruction forms, as applicable, in respect of all the Subject Shares to be validly delivered and cause the Subject Shares to be voted in favour of the Proposed Transaction, and such forms of proxy or voting instruction forms, as applicable, shall not be revoked or withdrawn, unless the prior written consent of both Liberty and the Company has been obtained or this Agreement has been terminated pursuant to of this Agreement.
1.2 The Holder hereby agrees that he or she shall not, directly or indirectly, except in accordance with the terms of this Agreement, as contemplated by the Arrangement Agreement or with the prior written consent of each of Liberty and the Company:
(a) option, sell, assign, dispose of, pledge, encumber, grant a security interest in or otherwise convey any Subject Securities or any r...
Covenants of Holder. The Holder hereby covenants and agrees that (i) the Class A Common Stock obtainable upon conversion of the Notes pursuant to Section 1.4 hereof have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act; (ii) that the Class A Common Stock received by the Holder upon such conversion must be held by the Holder, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (iii) that each certificate representing the Class A Common Stock obtained upon conversion may be endorsed with the following, or a similar, legends, where applicable: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and (iv) transfer agent may be instructed not to register the transfer of any of the shares of Class A Common Stock obtained upon conversion unless the conditions specified in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the company whose shares are to be sold, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction", or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unle...
Covenants of Holder. The Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information (including customary investor questionnaires) concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of each Registration Statement with respect to the Holder’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and only to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, his, her or its plan of distribution or his, her or its ownership interests, that was furnished to the Company in writing by the Holder pursuant to an investor questionnaire or otherwise expressly for use therein unless such statement or omission was corrected in writing to the Company prior to the date one day prior to the date of the final Prospectus (as supplemented or amended, as the case may be).
Covenants of Holder. Until all of the Senior Indebtedness has been fully paid:
(i) The Holder shall not hereafter give any subordination in respect of this Note.
(ii) Upon the occurrence and during the continuance of a Senior Default, the Holder shall not release, exchange, extend the time of payment of, compromise, set off or otherwise discharge any part of this Note or modify or amend this Note; provided, however, that at such time or times as the actions referred to in this Section 7(o)(ii) may be taken by the Holder, such Holder shall give the Lender five Business Days prior written notice before taking any of such actions.
(iii) The Holder hereby undertakes and agrees for the benefit of the holders of Senior Indebtedness that, upon the occurrence and during the continuance of a Senior Default, it shall take any actions reasonably requested by any holder of Senior Indebtedness to effectuate the full benefit of the subordination contained herein.
Covenants of Holder. (a) Purchaser will furnish to the Company in writing such information as the Company may reasonably require from such seller, and otherwise reasonably cooperate with the Company in connection with any Registration Statement with respect to such Registrable Securities.
(b) Purchaser will not (until further notice) effect sales of Registrable Securities involved in any Registration Statement thereof after receipt of written notice from the Company to suspend sales to permit the Company to correct or update such Registration Statement or Prospectus.
(c) At the end of any period during which the Registration Statement is current and effective, Purcahser shall discontinue sales of shares pursuant to such Registration Statement on receipt of notice from the Company of its intention to remove from registration the shares covered by such Registration Statement which remain unsold, and Holder shall notify the Company of the number of shares registered which remain unsold promptly after receipt of such notice from the Company.
(d) Notwithstanding any other provision herein to the contrary, Purchaser shall not be required to exercise his right to convert the Note in connection with any registration until the actual sale of the shares of Common Stock issuable upon exercise of such Note. The Company shall enter into such agreements and shall otherwise cooperate with Purchaser in order to ensure that Purchaser is not required to exercise his right to convert the Note prior to the date of the actual sale of the shares of Common Stock issuable upon exercise of such conversion right.
Covenants of Holder. Until all of the Senior Indebtedness has been fully paid:
(i) The Holder shall not hereafter give any subordination in respect of this Note.
(ii) Upon the occurrence and during the continuance of a Senior Default, the Holder shall not release, exchange, extend the time of payment of, compromise, set off
Covenants of Holder. Until all of the Senior Indebtedness has been fully paid in cash:
(i) Upon the occurrence and during the continuance of a Senior Default, the Holder shall not release, exchange, extend the time of payment of; compromise, set off or otherwise discharge any part of this Note or modify or amend this Note; PROVIDED, however, that at such time or times as the actions referred to in this Section 7(o)(i) may be taken by the Holder, such Holder shall give the holders of Senior Indebtedness five Business Days prior written notice before taking any of such actions.
(ii) The Holder hereby undertakes and agrees for the benefit of the holders of Senior Indebtedness that, upon the occurrence and during the continuance of a Senior Default, it shall take any actions reasonably requested by any holder of Senior Indebtedness to effectuate the full benefit of the subordination contained herein.
(iii) Until the Senior Indebtedness is paid in full in cash and notwithstanding anything contained in the Transaction Documents, or the Senior Loan Agreements to the contrary, the Holder shall not, without the prior written consent of Administrative Agent, agree to any amendment, modification or supplement to the Notes which (w) increases the maximum principal amount of the Notes or rate of interest on any of the Notes (it being understood that the imposition of a default rate of interest contained in the Notes as in effect on the date hereof shall not be restricted by this clause (w)), (x) accelerates the dates (including maturity dates) upon which payments of principal or interest on the Notes are due, (y) makes more restrictive or adds any event of default or any covenant with respect to the Notes or (z) changes the redemption or prepayment provisions of the Notes.
Covenants of Holder. (a) Upon the repayment of all amounts due pursuant to the Loan, including accrued interest, the Holder will return this Warrant and the Warrant shall be cancelled.
(b) Upon the exercise of this Warrant and any subsequent sale of the Shares, the proceeds of any such sale shall be deemed to reduce amounts due pursuant to the Note, including accrued interest.
Covenants of Holder. The Holder of the Warrant Certificate, by its acceptance thereof, covenants and agrees;
(i) that the Warrant and the Subject Shares are being acquired as an investment and not with a view to the distribution thereof;
(ii) that it understands that neither the Warrant nor the Subject Shares have been registered under the Securities Act of 1933, as amended (the "Securities Act"), in reliance on an exemption therefrom for transactions not involving any public offering, and that neither the Warrant nor the Subject Shares have been approved or disapproved by the United States Securities and Exchange Commission (the "Commission") or by any other Federal or state agency;
(iii) it understands that neither the Warrant nor the Subject Shares can be sold, transferred or assigned unless registered by the Company pursuant to the Securities Act and any applicable state securities laws, or unless an exemption therefrom is available, and, accordingly, it may not be possible for the undersigned to liquidate its investment in the Warrant and the Subject Shares, and it agrees not to sell, assign or otherwise transfer or dispose of the Warrant or the Subject Shares unless such Warrant or Subject Shares, as applicable, have been so registered or an exemption from registration is available; and
(iv) It is an accredited investor, as that term is defined in Regulation D under the Securities Act.
Covenants of Holder. 28 8.01 Conduct of Work 28 8.02 Indemnification and Insurance 28 8.03 Removal of Liens 29 8.04 Compliance with Laws and Surface Right. 29 8.05 Taxes 30 8.06 Carving Stone. 30 8.07 Liability for Environmental Conditions Created by the Holder 31 9. RIGHT TO PRODUCTION LEASE 31 9.01 Rights to Production Lease 31 9.02 Exception for Small-Scale Mining 32 9.03 Production Lease Area 32
