Covenants of Holdings Sample Clauses

Covenants of Holdings. Holdings covenants and agrees with the Collateral Agent and the other Secured Parties that, from and after the date of this Agreement until the Loans, any Reimbursement Obligations, and all other Obligations then due and owing, shall have been paid in full in cash, no Letter of Credit shall be outstanding (other than Letters of Credit that have been cash collateralized in a manner satisfactory to the applicable Issuing Lenders) and the Commitments shall have terminated, Holdings shall not conduct, transact or otherwise engage, or commit to conduct, transact or otherwise engage, in any business or operations other than (i) transactions contemplated by the Loan Documents or the provision of administrative, legal, accounting and management services to, or on behalf of, any of its Subsidiaries, (ii) the acquisition and ownership of the Capital Stock of any of its Subsidiaries and the exercise of rights and performance of obligations in connection therewith, (iii) the entry into, and exercise of rights and performance of obligations in respect of (A) the Transaction Documents, this Agreement and any other Loan Documents to which it is a party; any other agreement to which it is a party on the date hereof; and any guarantee of Indebtedness or other obligations of any of its Subsidiaries permitted pursuant to the Loan Documents; in each case as amended, supplemented waived or otherwise modified from time to time, and any refinancings, refundings, renewals or extensions thereof, (B) contracts and agreements with officers, directors and employees of it or any Subsidiary thereof relating to their employment or directorships, (C) insurance policies and related contracts and agreements, and (D) equity subscription agreements, registration rights agreements, voting and other stockholder agreements, engagement letters, underwriting agreements and other agreements in respect of its equity securities or any offering, issuance or sale thereof, including but not limited to in respect of the Management Subscription Agreements, (iv) the offering, issuance, sale and repurchase or redemption of, and dividends or distributions on its equity securities, (v) the filing of registration statements, and compliance with applicable reporting and other obligations, under federal, state or other securities laws, (vi) the listing of its equity securities and compliance with applicable reporting and other obligations in connection therewith, (vii) the retention of (and the entry into, and ...

Covenants of Holdings. Holdings hereby covenants and agrees with the Sellers that:

Covenants of Holdings. Holdings acknowledges that the identity of its shareholders is of substantial importance to Intrawest and covenants and agrees that it will not, without the prior consent in writing of Intrawest, such consent not to be unreasonably withheld: (a) issue any securities or additional shares of any class or kind whatsoever including, without limitation, Holdings Shares, except to a Holdings Shareholder or an Eligible Holdings Transferee; or (b) permit the transfer of any of its securities or its shares of any class or kind whatsoever including, without limitation, Holdings Shares, except to a Holdings Shareholder or an Eligible Holdings Transferee.

Covenants of Holdings. Holdings covenants and agrees to: (a) use commercially reasonable efforts to conduct its affairs so that (i) all of its representations and warranties contained herein shall be true and correct in all material respects on and as of the Effective Date as if made thereon and (ii) all of the conditions precedent to the Arrangement within its power to affect shall be satisfied as promptly as practicable. (b) perform all obligations required to be performed by it under this Agreement and to cooperate with 724 Solutions in connection therewith in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated by this Agreement; (c) apply for and use commercially reasonable efforts to obtain all Regulatory Approvals relating to Holdings, as applicable, and, in doing so, to keep 724 Solutions informed as to the status of the proceedings related to obtaining the Regulatory Approvals, including, but not limited to, providing 724 Solutions with copies of all related applications and notifications, in draft form (except that commercially confidential information of Holdings or its Affiliates may be expurgated in 724 Solutions’ copy and shall be provided to 724 Solutions’ counsel on an external counsel basis), in order for 724 Solutions to provide 724 Solutions with a reasonable opportunity to review and comment on drafts and providing 724 Solutions with copies of all material regulatory correspondence; (d) use commercially reasonable efforts to effect all necessary registrations, filings and submissions of information required by Governmental Entities from Holdings relating to the Arrangement; (e) carry out the terms of the Interim Order and Final Order applicable to it and use commercially reasonable efforts to comply promptly with all requirements which applicable Laws may impose on Holdings with respect to the Arrangement; (f) use commercially reasonable efforts to defend all lawsuits or other legal, regulatory or other proceedings, to which it is a party, challenging or affecting this Agreement or the consummation of the Arrangement; (g) use commercially reasonable efforts to have lifted or rescinded any injunction or restraining order or other order relating to Holdings which may adversely affect the ability of the Parties to consummate the Arrangement; and (h) promptly advise 724 Solutions orally and, if then requested, in writing: (i) of any event occurring subsequent to the date of this Agreement that would render any r...

Covenants of Holdings. After the Effective Date and until the earlier of (a) the Closing Date, or (b) the expiration or termination of this Agreement, unless MAII and the Company shall otherwise consent in writing;

Covenants of Holdings. Holdings covenants and agrees that it will, on or before the Effective Date of the Merger: (a) file any and all documents with the State of Nevada necessary for the assumption by Holdings of all of the franchise tax liabilities of National Superstars; and (b) take such other actions as may be required by the Nevada General Corporation Law.

Covenants of Holdings. Holdings covenants and agrees with the Initial Purchaser that: (a) Holdings will not amend or supplement the Memorandum or any amendment or supplement thereto of which the Initial Purchaser shall not previously have been advised and furnished a copy for a reasonable period of time prior to the proposed amendment or supplement and as to which the Initial Purchaser shall not have given their consent. Holdings will promptly, upon the reasonable request of the Initial Purchaser or counsel for the Initial Purchaser, make any amendments or supplements to the Memorandum that may be necessary or advisable in connection with the resale of the Notes by the Initial Purchaser. (b) Holdings will cooperate with the Initial Purchaser in arranging for the qualification of the Notes for offering and sale under the securities or "Blue Sky" laws of such jurisdictions as the Initial Purchaser may designate and will continue such qualifications in effect for as long as may be necessary to complete the resale of the Notes; provided, however, that in connection therewith, Holdings shall not be required to qualify as a foreign corporation or to execute a general consent to service of process in any jurisdiction or subject itself to taxation in excess of a nominal dollar amount in any such jurisdiction where it is not then so subject. (c) If, at any time prior to the completion of the distribution by the Initial Purchaser of the Notes, any event occurs or information becomes known as a result of which the Memorandum as then amended or supplemented would include any untrue statement of a material fact, or omit to state a material fact necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or if for any other reason it is necessary at any time to amend or supplement the Memorandum to comply with applicable law, Holdings will promptly notify the Initial Purchaser thereof and will prepare, at no expense to the Initial Purchaser, an amendment or supplement to the Memorandum that corrects such statement or omission or effects such compliance. (d) Holdings will, without charge, provide to the Initial Purchaser and to counsel for the Initial Purchaser as many copies of the Memorandum or any amendment or supplement thereto as the Initial Purchaser may reasonably request. (e) For so long as any of the Notes remain outstanding, Holdings will furnish to the Initial Purchaser copies of all reports and other communications (financ...

Covenants of Holdings. Holdings agrees that, so long as the Commitments remain in effect or any amount is owing to any Lender or the Agent hereunder or under any other Loan Document or any Letter of Credit remains outstanding, Holdings shall not, unless the Required Lenders shall otherwise agree in writing:

Covenants of Holdings. Holdings covenants and agrees with each Buyer as follows: (a) Board Observer Seat. So long as GoldenTree and the other Buyers, or Affiliates of any of them (provided they are controlled by GoldenTree), hold, in the aggregate, at least 25% of the Discount Notes purchased pursuant to this Agreement, if at any time Holdings’ Total Leverage Ratio on a trailing four-quarter basis beginning with the fiscal quarter ended March 31, 2004 is above 9.3 to 1.0, GoldenTree shall have the right to (i) appoint one non-voting observer to attend all meetings of the full Board of Directors of each of Holdings and ALM (the “Board of Directors”), and (ii) receive all written information in connection with the Board of Directors meeting as and when distributed to the Board of Directors. However, the Board may withhold information from GoldenTree if it reasonably believes that disclosure of such information to GoldenTree would jeopardize the attorney-client privilege status of such information, jeopardize the confidential status of such information or compromise the fiduciary duties of the directors. Holdings and ALM shall hold at least one meeting of each Board of Directors per fiscal quarter. Concurrently with the delivery of the financial statements provided for in Section 4.03 of the Indenture, Holdings shall cause to be delivered to each Buyer, as described in Section 10 hereof, a certificate of a senior financial officer of Holdings certifying as to the Total Leverage Ratio as of the fiscal quarter for which such financial statements have been delivered.

Covenants of Holdings. In addition to the covenants made otherwise in this Credit Agreement, from the date hereof and for so long as the Commitments shall be in effect or any amount remains outstanding under the Notes or any Letter of Credit shall remain outstanding or any Obligations remain unpaid or unsatisfied, Holdings agrees that, unless the Required Lenders shall otherwise consent in writing, it will not: