Covenants of Issuer. The Company agrees that: ------------------- (a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request. (b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date. (c) If at any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request. (d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date. (e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus. (f) Subject to the Agent's actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities laws.
Appears in 4 contracts
Samples: Dealer Manager Agreement (G Reit Inc), Dealer Manager Agreement (G Reit Inc), Dealer Manager Agreement (G Reit Inc)
Covenants of Issuer. The Company agrees that: -------------------In addition to the other obligations hereunder and under the Debt Securities, and for so long as any amounts payable under the Debt Securities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, Issuer hereby covenants to the Investor as follows:
(a) It will deliver to the Agent such numbers of copies of the Prospectus upon issuance, any Exchange Shares shall be duly authorized, fully paid and all amendments and supplements thereto, as the Agent may reasonably request.nonassessable;
(b) It will comply it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to Investor without also disseminating such information to the public in accordance with applicable Law, unless prior to disclosure of such information Issuer identifies such information as being material non-public information and provides Investor with the opportunity to accept or refuse to accept such material non-public information for review;
(c) it shall timely file all reports required by it to be filed, in each case in full compliance with the content requirements thereof, and shall meet all other of its obligations under the Exchange Act;
(d) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to trade publicly and does not become the subject of any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities;
(e) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to be DTC eligible, that transfer Agent continue to participate in the DTC FAST program, and that no DTC “chill” is imposed upon the Issuer Common Stock
(f) it shall take any and all steps as may be necessary to insure that it avoid becoming or otherwise being deemed by the SEC a Shell Company;
(g) it shall not issue any shares of Issuer Common Stock under this Agreement which, when aggregated with all requirements other shares of Issuer Common Stock then beneficially owned by Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, would result in the beneficial ownership by Investor and its affiliates to exceed the Ownership Limitation, and, upon the written or telephonic request of Investor from time to time, Issuer shall confirm to Investor within one (1) Trading Day of such request the number of shares of Issuer Common Stock then outstanding;
(h) it shall not initiate or otherwise execute any share buybacks of the Securities ActIssuer Common Stock that would have the effect of increasing Investor's percentage beneficial ownership together with its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation;
(i) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Investor Holding Period, it shall not issue any shares of Issuer Common Stock pursuant to this Agreement to the extent that after giving effect thereto, the Securities aggregate number of all shares of Issuer Common Stock that would be issued pursuant to this Agreement, together with all shares of Issuer Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Issuer Common Stock may be listed or quoted, would exceed the Exchange Act Cap, unless and until Issuer elects to solicit stockholder approval of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws transactions contemplated by this Agreement and the rules and regulations promulgated thereunder to permit stockholders of Issuer have in fact so approved the continuance of offers and sales of the Shares transactions contemplated by this Agreement in accordance with the provisions hereof applicable rules and as set forth in regulations of The Nasdaq Stock Market, any other Principal Market on which the Prospectus and will amend or supplement the Prospectus as Issuer Common Stock may be required in order for listed or quoted, and the Prospectus to comply with the requirements Issuer's articles of federal incorporation and state securities laws and regulations, prior to the Offering Termination Date.bylaws; and
(cj) If at it shall not knowingly be a participant in any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others Gypsy Swap in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities lawsTransactions or otherwise.
Appears in 2 contracts
Samples: Securities Exchange and Settlement Agreement, Securities Exchange and Settlement Agreement (Cross Click Media Inc.)
Covenants of Issuer. The Company agrees that: -------------------In addition to the other obligations hereunder and under the Debt Securities, and for so long as any amounts payable under the Debt Securities, including interest, remain
(i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, Issuer hereby covenants to the Investor as follows:
(a) It will deliver to the Agent such numbers of copies of the Prospectus upon issuance, any Exchange Shares shall be duly authorized, fully paid and all amendments and supplements thereto, as the Agent may reasonably request.nonassessable;
(b) It will comply it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to Investor without also disseminating such information to the public in accordance with applicable Law, unless prior to disclosure of such information Issuer identifies such information as being material non-public information and provides Investor with the opportunity to accept or refuse to accept such material non-public information for review;
(c) it shall timely file all reports required by it to be filed, in each case in full compliance with the content requirements thereof, and shall meet all other of its obligations under the Exchange Act;
(d) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to trade publicly and does not become the subject of any trading halts, suspensions, delisting’s or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities;
(e) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to be DTC Eligible, that Transfer Agent continue to participate in the DTC FAST Program, and that no DTC “chill” is imposed upon the Issuer Common Stock;
(f) it shall take any and all steps as may be necessary to insure that it avoid becoming or otherwise being deemed by the SEC a Shell Company;
(g) it shall not issue any shares of Issuer Common Stock under this Agreement which, when aggregated with all requirements other shares of Issuer Common Stock then beneficially owned by Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, would result in the beneficial ownership by Investor and its affiliates to exceed the Ownership Limitation, and, upon the written or telephonic request of Investor from time to time, Issuer shall confirm to Investor within one (1) Trading Day of such request the number of shares of Issuer Common Stock then outstanding;
(h) it shall not initiate or otherwise execute any share buybacks of the Securities ActIssuer Common Stock that would have the effect of increasing Investor’s percentage beneficial ownership together with its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation;
(i) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Investor Holding Period, it shall not issue any shares of Issuer Common Stock pursuant to this Agreement to the extent that after giving effect thereto, the Securities aggregate number of all shares of Issuer Common Stock that would be issued pursuant to this Agreement, together with all shares of Issuer Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Issuer Common Stock may be listed or quoted, would exceed the Exchange Act Cap, unless and until Issuer elects to solicit stockholder approval of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws transactions contemplated by this Agreement and the rules and regulations promulgated thereunder to permit stockholders of Issuer have in fact so approved the continuance of offers and sales of the Shares transactions contemplated by this Agreement in accordance with the provisions hereof applicable rules and as set forth in regulations of The Nasdaq Stock Market, any other Principal Market on which the Prospectus and will amend or supplement the Prospectus as Issuer Common Stock may be required in order for listed or quoted, and the Prospectus to comply with the requirements Issuer’s articles of federal incorporation and state securities laws and regulations, prior to the Offering Termination Date.bylaws;
(cj) If at it shall not knowingly be a participant in any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others Gypsy Swap in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities laws.Transactions or otherwise;
Appears in 2 contracts
Samples: Securities Exchange and Settlement Agreement, Securities Exchange and Settlement Agreement
Covenants of Issuer. The Company agrees that: -------------------:
(a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.
(b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, regulations prior to the Offering Termination Date.
(c) If at any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities laws.
Appears in 2 contracts
Samples: Dealer Manager Agreement (G Reit Inc), Dealer Manager Agreement (G Reit Inc)
Covenants of Issuer. The Company agrees that: -------------------In addition to the other obligations hereunder and under the Debt Securities Instrument, and for so long as any amounts payable under the Debt Securities Instrument, including interest. remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, Issuer hereby covenants to the Investor as follows:
(a) It will deliver to the Agent such numbers of copies of the Prospectus upon issuance, any Exchange Shares shall be duly authorized, fully paid and all amendments and supplements thereto, as the Agent may reasonably request.nonassessable;
(b) It will comply it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to Investor without also disseminating such information to the public in accordance with applicable Law, unless prior to disclosure of such information Issuer identifies such information as being material non-public information and provides Investor with the opportunity to accept or refuse to accept such material non-public information for review,
(c) it shall timely file all reports required by it to be filed, in each case in full compliance "ith the content requirements thereof, and shall meet all other of its obligations under the Exchange Act;
(d) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to trade publicly and does not become the subject of any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities:
(e) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to be DTC Eligible, that Transfer Agent continue to participate in the OTC FAST Program, and that no DTC "chill" is imposed upon the Issuer Common Stock;
(f) it shall take any and all steps as may be necessary to insure that it avoid becoming or otherwise being deemed by the SEC a Shell Company;
(g) it shall not issue any shares of Issuer Common Stock under this Agreement which, when aggregated with all requirements other shares of Issuer Common Stock then beneficially owned by Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, would result in the beneficial ownership by Investor and its affiliates to exceed the Ownership Limitation, and, upon the written or telephonic request of Investor from time to time, Issuer shall confirm to Investor within one (I) Trading Day of such request the number of shares of Issuer Common Stock then outstanding;
(h) it shall not initiate or otherwise execute any share buybacks of the Securities ActIssuer Common Stock that would have the effect of increasing Investor's percentage beneficial ownership together with its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the ownership Limitation;
(i) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Investor Holding Period, it shall not issue any shares of Issuer Common Stock pursuant to this Agreement to the extent that after giving effect thereto, the Securities aggregate number of all shares of Issuer Common Stock that would be issued pursuant to this Agreement together with all shares of Issuer Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Issuer Common Stock may be listed or quoted, would exceed the Exchange Act Cap, unless and until Issuer elects to solicit stockholder approval of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws transactions contemplated by this Agreement and the rules and regulations promulgated thereunder to permit stockholders of Issuer have in fact so approved the continuance of offers and sales of the Shares transactions contemplated by this Agreement in accordance with the provisions hereof applicable rules and as set forth in regulations of The Nasdaq Stock Market, any other Principal Market on which the Prospectus and will amend or supplement the Prospectus as Issuer Common Stock may be required in order for listed or quoted, and the Prospectus to comply with the requirements Issuer's articles of federal incorporation and state securities laws and regulations, prior to the Offering Termination Date.bylaws; and
(cj) If at it shall not knowingly be a participant in any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others Gypsy Swap in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities lawsTransactions or otherwise.
Appears in 2 contracts
Samples: Securities Exchange and Settlement Agreement, Securities Exchange and Settlement Agreement (Aja Cannafacturing, Inc.)
Covenants of Issuer. The Company agrees that: -------------------In addition to the other obligations hereunder and under the Debt Securities, and for so long as any amounts payable under the Debt Securities, including interest, remain (i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, Issuer hereby covenants to the Investor as follows:
(a) It will deliver to the Agent such numbers of copies of the Prospectus upon issuance, any Exchange Shares shall be duly authorized, fully paid and all amendments and supplements thereto, as the Agent may reasonably request.nonassessable:
(b) It will comply it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to Investor without also disseminating such information to the public in accordance with applicable Law, unless prior to disclosure of such information Issuer identifies such information as being material non-public information And provides Investor with the opportunity to accept or refuse to accept such material non-public information for review;
(c) it shall timely file all reports required by it to be filed, in each case in full compliance with the content requirements thereof, and shall meet all other of its obligations under the Exchange Act;
(d) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to trade publicly and does not become the subject of any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities;
(e) it shall take any and all steps as may be necessary to insure that the Issuer Conunon Stock continues to be DTC Eligible, that Transfer Agent continue to participate in the DTC FAST Program, and that no OTC "chill" is imposed upon the Issuer Common Stock;
(f) it shall take any and all steps as may be necessary to insure that it avoid becoming or otherwise being deemed by the SEC a Shell Company;
(g) it shall not issue any shares of Issuer Common Stock under this Agreement which, when aggregated with all requirements other shares of Issuer Common Stock then beneficially owned by Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days. would result in the beneficial ownership by Investor and its affiliates to exceed the Ownership Limitation, and, upon the written or telephonic request of Investor from time t-0 time, Issuer shall confirm to Investor within one (1) Trading Day of such request the number of shares of Issuer Common Stock then outstanding;
(h) it shall not initiate or otherwise execute any share buybacks of the Securities ActIssuer Common Stock that would have the effect of increasing Investor's percentage beneficial ownership together with its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation;
(i) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Investor Holding Period, it shall not issue any shares of Issuer Common Stock pursuant to this Agreement to the extent that after giving effect thereto, the Securities aggregate number of all shares of Issuer Common Stock that would be issued pursuant to this Agreement, together with all shares of Issuer Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Issuer Common Stock may be listed or quoted, would exceed the Exchange Act Cap, unless and until Issuer elects to solicit stockholder approval of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws transactions contemplated by this Agreement and the rules and regulations promulgated thereunder to permit stockholders of Issuer have in fact so approved the continuance of offers and sales of the Shares transactions contemplated by this Agreement in accordance with the provisions hereof applicable rules and as set forth in regulations of The Nasdaq Stock Market, any other Principal Market on which the Prospectus and will amend or supplement the Prospectus as Issuer Common Stock may be required in order for listed or quoted, and the Prospectus to comply with the requirements Issuer's articles of federal incorporation and state securities laws and regulations, prior to the Offering Termination Date.bylaws; and
(cj) If at it shall not knowingly be a participant in any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others Gypsy Swap in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities lawsTransactions or otherwise.
Appears in 2 contracts
Samples: Securities Exchange and Settlement Agreement, Securities Exchange and Settlement Agreement (NYXIO TECHNOLOGIES Corp)
Covenants of Issuer. The Company Issuer hereby covenants and agrees with Purchaser that from the date hereof and for so long as any Note remains outstanding or any amount unpaid under this Agreement or any Note that: -------------------:
(a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.intentionally omitted;
(b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.intentionally omitted;
(c) If at any time when it will purchase on each Scheduled Trading Day in the Prospectus is required Reference Period a number of shares of NRG Common Stock (the “Purchased Shares” for such Scheduled Trading Day) equal to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view product of the circumstances under which they were made, omit to state any material fact necessary to make Daily Share Percentage and the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation Daily Notional Number of an amended or supplemental Prospectus, as the case may be, which will correct Shares for such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.Scheduled Trading Day;
(d) The Company it will furnish cause to be delivered to Purchaser immediately upon the holders occurrence of Shares any Default notice of such occurrence;
("Shareholders"e) with certain reports described in the Prospectus under "Reports to Shareholders," it will pay and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholdersdischarge, and such other information concerning the Companycause each of its subsidiaries (if any) to pay and discharge, as the Agent may reasonably request same shall become due and payable, all its obligations and liabilities, including (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with generally accepted accounting principles as in effect from time to time before are being maintained by Issuer or such subsidiaries (if any); (ii) all lawful claims which, if unpaid, would by law become a Lien upon its property; and after the Offering Termination Date.
(eiii) The Company will apply the net proceeds from the Offering received by it all indebtedness, as and when due and payable, but subject to any subordination provisions contained in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.any instrument or agreement evidencing such indebtedness;
(f) Subject it will preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization; take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the Agent's actions normal conduct of its business;
(g) it will comply with the terms of all Transaction Documents to which it is a party, and with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including environmental and labor laws, rules and regulations);
(h) it will maintain proper books of record and account, in which full, true and correct entries in conformity with generally accepted accounting principals as in effect from time to time consistently applied shall be made of all financial transactions and matters involving the actions assets and business of others Issuer and its subsidiaries (if any), and permit representatives and independent contractors of Purchaser to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Issuer;
(i) none of Issuer or any of its Affiliates or any person acting on behalf of Issuer or any such Affiliate will solicit any offer to buy or offer to sell the Notes by means of any form of general solicitation or general advertising;
(j) it will pay all transfer, excise or similar taxes (not including income or franchise taxes) in connection with the Offeringissuance, sale, delivery or transfer by Issuer to Purchaser of any Note, and shall indemnify and save Purchaser harmless without limitation as to time against any and all liabilities with respect to such taxes and the obligations of Issuer under this Section 8(j) shall survive the repayment of the Notes and the termination of this Agreement;
(k) it will take such steps as shall be necessary to ensure that Issuer does not become an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended;
(l) it will maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;
(m) it will correct any known misunderstanding regarding its separate identity and will not identify itself as a department or division of any other Person;
(n) it will at all times hold itself out to the public and all other Persons as a legal entity separate from its members and from any other Person;
(o) it shall not:
(i) adopt or propose any change in its constitutive documents (except any change required by mandatory provisions of applicable law, or otherwise consented to in writing by Purchaser);
(ii) merge or consolidate with any other Person or acquire a material portion of any other Person’s assets;
(iii) dissolve, liquidate, wind up, form or acquire any subsidiaries;
(iv) sell, lend, pledge, rehypothecate, assign or otherwise dispose of, or grant any option with respect to, any of its assets or declare, set aside or pay any dividend or other distribution with respect to any of its securities or repurchase, redeem or otherwise acquire any of its securities, in each case other than as expressly permitted pursuant to the Transaction Documents; provided that Issuer shall be permitted to make in kind distributions to the Company of NRG Common Stock if there is a previous or simultaneous capital contribution from the Company to Issuer of an Equivalent Number of shares of Qualifying Preferred Stock that meets the criteria for Eligible Collateral and that is substituted as Collateral for the NRG Common Stock released in connection with such distribution without thereby causing a violation of any representations or warranties made or deemed repeated in connection with such substitution;
(v) directly or indirectly, incur, create or assume any indebtedness or liabilities other than Permitted Liabilities;
(vi) directly or indirectly, purchase or invest in any property other than Permitted Investments;
(vii) adopt any change to the Independent Manager Engagement Agreement (except any change required by mandatory provisions of applicable law, or otherwise consented to in writing by Purchaser);
(viii) remove any Independent Manager of Issuer without duly electing a successor Independent Manager;
(ix) guarantee, take assignment of, become liable for or hold itself out as liable for, debts of others or hold out its credit or assets as being available to satisfy the obligations of any other Person;
(x) commingle or otherwise fail to separate its own funds and assets from that of other Persons or fail to pay its portion of any shared expenses and costs;
(xi) conduct its business in any manner that will comply mislead others as to the identity of Issuer and it will act only in its own name, maintaining a separate office, stationary, telephone, keep separate books and records, cause financial statements to be prepared in a manner that indicates the separateness of Issuer and will observe all corporate formalities and will hold meetings to authorize corporate actions;
(xii) enter into any transaction with all requirements imposed upon it an Affiliate of the Company except on commercially reasonable terms similar to those available to unaffiliated parties in an arms length transaction other than as contemplated by federal and state securities lawsthe Transaction Documents;
(xiii) engage, directly or indirectly, in any business other than as required or permitted to be performed under the Transaction Documents; or
(xiv) be entitled to any direct or indirect credit support from the Company; and
(p) Issuer shall not make any payment in respect of any Note on or after the Initial Valuation Date using Cash not held in the Collateral Account as of 8:00AM, New York City time, on the Initial Valuation Date.
Appears in 2 contracts
Samples: Note Purchase Agreement (NRG Energy, Inc.), Note Purchase Agreement (NRG Energy, Inc.)
Covenants of Issuer. The Company Issuer hereby covenants and agrees with Purchaser that: -------------------:
(a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.intentionally omitted;
(b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.intentionally omitted;
(c) If at any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify purchase on each Scheduled Trading Day in the Agent thereof, affect Reference Period the preparation of an amended or supplemental Prospectus, as the case may be, which will correct Purchased Shares for such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.Scheduled Trading Day;
(d) The Company it will furnish cause to be delivered to Purchaser immediately upon the holders occurrence of Shares any Early Redemption Event or any Potential Early Redemption Event notice of such occurrence;
("Shareholders"e) with certain reports described in the Prospectus under "Reports to Shareholders," it will pay and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholdersdischarge, and such other information concerning the Companycause each of its subsidiaries (if any) to pay and discharge, as the Agent may reasonably request same shall become due and payable, all its obligations and liabilities, including (i) all tax liabilities, assessments and governmental charges or levies upon it or its properties or assets, unless the same are being contested in good faith by appropriate proceedings and adequate reserves in accordance with generally accepted accounting principles as in effect from time to time before are being maintained by Issuer or such subsidiaries (if any); (ii) all lawful claims which, if unpaid, would by law become a lien upon its property; and after the Offering Termination Date.
(eiii) The Company will apply the net proceeds from the Offering received by it all indebtedness, as and when due and payable, but subject to any subordination provisions contained in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.any instrument or agreement evidencing such indebtedness;
(f) Subject it will preserve, renew and maintain in full force and effect its legal existence and good standing under the laws of the jurisdiction of its organization; take all reasonable action to maintain all rights, privileges, permits, licenses and franchises necessary or desirable in the Agent's actions normal conduct of its business;
(g) it will comply with the terms of all Transaction Documents to which it is a party, and with all applicable laws, ordinances, rules, regulations, and requirements of governmental authorities (including environmental and labor laws, rules and regulations);
(h) it will maintain proper books of record and account, in which full, true and correct entries in conformity with generally accepted accounting principals as in effect from time to time consistently applied shall be made of all financial transactions and matters involving the actions assets and business of others Issuer and its subsidiaries (if any), and permit representatives and independent contractors of Purchaser to visit and inspect any of its properties, to examine its corporate, financial and operating records, and make copies thereof or abstracts therefrom, and to discuss its affairs, finances and accounts with its directors, officers, and independent public accountants, all at such reasonable times during normal business hours and as often as may be reasonably desired, upon reasonable advance notice to Issuer;
(i) none of Issuer or any of its Affiliates or any person acting on behalf of Issuer or any such Affiliate will solicit any offer to buy or offer to sell the Preferred Interests by means of any form of general solicitation or general advertising;
(j) it will pay all transfer, excise or similar taxes (not including income or franchise taxes) in connection with the Offeringissuance, sale, delivery or transfer by Issuer to Purchaser of any Preferred Interests, and shall indemnify and save Purchaser harmless without limitation as to time against any and all liabilities with respect to such taxes and the obligations of Issuer under this Section 6(j) shall survive the termination of the Preferred Interests and the termination of this Agreement;
(k) it will take such steps as shall be necessary to ensure that Issuer does not become an “investment company” within the meaning of such term under the Investment Company Act of 1940, as amended;
(l) it will maintain adequate capital in light of its contemplated business purpose, transactions and liabilities;
(m) it will correct any known misunderstanding regarding its separate identity and will not identify itself as a department or division of any other Person;
(n) it will at all times hold itself out to the public and all other Persons as a legal entity separate from its member and from any other Person; and
(o) it shall not:
(i) adopt or propose any change in its constitutive documents (except any change required by mandatory provisions of applicable law, or otherwise consented to in writing by Purchaser);
(ii) merge or consolidate with any other Person or acquire a material portion of any other Person’s assets;
(iii) dissolve, liquidate, wind up, form or acquire any subsidiaries;
(iv) sell, lend, pledge, rehypothecate, assign or otherwise dispose of, or grant any option with respect to, any of its assets or declare, set aside or pay any dividend or other distribution with respect to any of its securities or repurchase, redeem or otherwise acquire any of its securities, in each case other than as expressly permitted pursuant to the Transaction Documents;
(v) directly or indirectly, incur, create or assume any indebtedness or liabilities other than Permitted Liabilities;
(vi) directly or indirectly, purchase or invest in any property other than Permitted Investments;
(vii) adopt any change to the Independent Manager Engagement Agreement (except any change required by mandatory provisions of applicable law, or otherwise consented to in writing by Purchaser);
(viii) remove any Independent Manager of Issuer without duly electing a successor Independent Manager;
(ix) guarantee, take assignment of, become liable for or hold itself out as liable for, debts of others or hold out its credit or assets as being available to satisfy the obligations of any other Person;
(x) commingle or otherwise fail to separate its own funds and assets from that of other Persons or fail to pay its portion of any shared expenses and costs;
(xi) conduct its business in any manner that will mislead others as to the identity of Issuer and it will act only in its own name, maintaining a separate office, stationary, telephone, keep separate books and records, cause financial statements to be prepared in a manner that indicates the separateness of Issuer and will observe all corporate formalities and will hold meetings to authorize corporate actions;
(xii) enter into any transaction with an Affiliate of the Company will comply with all requirements imposed upon it except on commercially reasonable terms similar to those available to unaffiliated parties in an arm’s-length transaction other than as contemplated by federal and state securities laws.the Transaction Documents;
(xiii) engage, directly or indirectly, in any business other than as required or permitted to be performed under the Transaction Documents; or
(xiv) be entitled to any direct or indirect credit support from the Company; and
Appears in 2 contracts
Samples: Preferred Interest Purchase Agreement (NRG Energy, Inc.), Preferred Interest Purchase Agreement (NRG Energy, Inc.)
Covenants of Issuer. The Company agrees thatIn addition to the other obligations hereunder and under the Debt Securities, and for so long as any amounts payable under the Debt Securities, including interest, remain
(i) unexchanged for shares of Issuer Common Stock hereunder, or (ii) unpaid and outstanding, Issuer hereby covenants to the Investor as follows: -------------------upon issuance, any Exchange Shares shall be duly authorized, fully paid and nonassessable; it shall refrain from disclosing, and shall cause its officers, directors, employees and agents to refrain from disclosing, any material non-public information to Investor without also disseminating such information to the public in accordance with applicable Law, unless prior to disclosure of such information Issuer identifies such information as being material non-public information and provides Investor with the opportunity to accept or refuse to accept such material non-public information for review;
(a) It will deliver it shall timely file all reports required by it to be filed, in each case in full compliance with the Agent such numbers content requirements thereof, and shall meet all other of copies of its obligations under the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.Exchange Act;
(b) It will comply it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to trade publicly and does not become the subject of any trading halts, suspensions, delistings or similar actions imposed by the SEC, FINRA, or any other regulatory or similar authorities;
(c) it shall take any and all steps as may be necessary to insure that the Issuer Common Stock continues to be DTC Eligible, that Transfer Agent continue to participate in the DTC FAST Program, and that no DTC “chill” is imposed upon the Issuer Common Stock;
(d) it shall take any and all steps as may be necessary to insure that it avoid becoming or otherwise being deemed by the SEC a Shell Company;
(e) it shall not issue any shares of Issuer Common Stock under this Agreement which, when aggregated with all requirements other shares of Issuer Common Stock then beneficially owned by Investor and its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, would result in the beneficial ownership by Investor and its affiliates to exceed the Ownership Limitation, and, upon the written or telephonic request of Investor from time to time, Issuer shall confirm to Investor within one (1) Trading Day of such request the number of shares of Issuer Common Stock then outstanding;
(f) it shall not initiate or otherwise execute any share buybacks of the Securities ActIssuer Common Stock that would have the effect of increasing Investor’s percentage beneficial ownership together with its affiliates, including those in relation to which it/they have a right to acquire within sixty (60) days, to exceed the Ownership Limitation;
(g) if the Common Stock is listed or quoted on The Nasdaq Stock Market or any other U.S. national securities exchange during the Investor Holding Period, it shall not issue any shares of Issuer Common Stock pursuant to this Agreement to the extent that after giving effect thereto, the Securities aggregate number of all shares of Issuer Common Stock that would be issued pursuant to this Agreement, together with all shares of Issuer Common Stock issued pursuant to any transactions that may be aggregated with the transactions contemplated by this Agreement under applicable rules of The Nasdaq Stock Market or any other Principal Market on which the Issuer Common Stock may be listed or quoted, would exceed the Exchange Act Cap, unless and until Issuer elects to solicit stockholder approval of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws transactions contemplated by this Agreement and the rules and regulations promulgated thereunder to permit stockholders of Issuer have in fact so approved the continuance of offers and sales of the Shares transactions contemplated by this Agreement in accordance with the provisions hereof applicable rules and as set forth in regulations of The Nasdaq Stock Market, any other Principal Market on which the Prospectus and will amend or supplement the Prospectus as Issuer Common Stock may be required in order for listed or quoted, and the Prospectus to comply with the requirements Issuer’s articles of federal incorporation and state securities laws and regulations, prior to the Offering Termination Date.bylaws; and
(ch) If at it shall not knowingly be a participant in any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others Gypsy Swap in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities lawsTransactions or otherwise.
Appears in 2 contracts
Samples: Securities Exchange and Settlement Agreement, Securities Exchange and Settlement Agreement (Puget Technologies, Inc.)
Covenants of Issuer. The Company agrees Issuer covenants with Stockholder that: -------------------:
(a) It will deliver prior to (i) the Agent such numbers of copies closing of the Prospectus transactions contemplated by the Purchase Agreement and the Merger Agreement, whichever occurs earlier (the "First Closing"), or, if later, (ii) any other event or transaction which would result in Stockholder beneficially owning 15% or more of the outstanding Voting Securities, the Board of Directors of Issuer shall approve any and all amendments agreements, events or transactions for purposes of Section 203 of the Delaware General Corporation Law ("Section 203") in order that the restrictions contained in Section 203 shall not be applicable to Stockholder and supplements thereto, as the Agent may reasonably request.Affiliates;
(b) It will comply with all requirements Immediately after the First Closing, and so long as Stockholder shall not be in breach of the Securities Actany of its obligations hereunder, the Securities Exchange Act Board of 1934Directors of Issuer shall take all necessary actions to increase the size of such Board by one and to fill the vacancy created thereby with an individual designated in writing by Stockholder and reasonably acceptable to Issuer, as amended (the "Exchange Act")and, other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.
(c) If if at any time when Issuer's Board of Directors shall consist of 11 or more members and the Prospectus is required transactions contemplated by both the Purchase Agreement and the Merger Agreement shall have been consummated, then Issuer's Board of Directors shall take all necessary actions to increase further the size of the Board by one and to fill the additional vacancy created thereby with a second individual designated in writing by Stockholder and reasonably acceptable to Issuer, and Issuer shall thereafter take such action as necessary or appropriate to include such individuals among Issuer's nominees for director, shall recommend to its stockholders a vote in favor of such individuals at any annual or special meeting of stockholders called to vote upon the election or removal of any directors, and shall cause all shares of capital stock of Issuer over which Issuer exercises direct or indirect voting power to be deliveredvoted in favor of the election of the individuals designated in writing hereunder by Stockholder; provided, however, that at such time as Stockholder has the right to designate two directors and Stockholder beneficially owns fewer than 5,000,000 but at least the lesser of (i) 2,800,000 shares of Common Stock (including, for purposes of this calculation, the number of shares of Common Stock into which the Notes and Preferred Stock beneficially owned by Stockholder are then convertible) and (ii) 75% of the sum of any event occurs Shares issued in connection with the Merger Agreement and the Shares issuable upon the conversion of any Notes issued in connection with the Purchase Agreement (taking into account any Voting Securities into which such Notes (or any Preferred Stock for which such Notes are exchanged) may from time to time be convertible as a result of which the Prospectus would include an untrue statement of material fact or, in view application of the circumstances anti-dilution provisions applicable to the Notes or the Preferred Stock) (the lesser of the foregoing clauses (i) and (ii) being referred to herein as the "Lesser Amount"), then one of Stockholder's nominees shall be removed from Issuer's Board of Directors and Issuer's obligations under which they were madethis Section 4(b) shall only apply in respect of the election of one nominee of Stockholder, omit to state any material fact necessary to make and at such time as Stockholder owns fewer shares of Common Stock than the statements therein not misleadingLesser Amount, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental ProspectusStockholder's remaining or, as the case may be, which will correct such statement or omission sole nominee shall be removed from Issuer's Board of Directors and deliver to the Agent as many copies Issuer shall be relieved of such amended or supplemental Prospectus as the Agent may reasonably request.its obligations under this Section 4(b); and
(dc) The Company Issuer will furnish not, for so long as this Agreement is effective, enter into or adopt any plans, agreements, arrangements or understandings which have the holders effect of Shares ("Shareholders") with certain reports described materially impeding, preventing or prohibiting Stockholder from beneficially owning, in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offeringaggregate, the Company will comply with all requirements imposed upon it by federal and state securities lawsThreshold Amount.
Appears in 1 contract
Covenants of Issuer. The Company covenants and agrees that: -------------------with you ------------------- as follows:
(a) It will deliver to cause you to be provided with cards or lists or other records in such form as you may reasonably request showing the Agent such numbers names and addresses of, and the number of copies Rights held by, the Rights Holders as of the Prospectus Record Date, and all amendments will cause you to be advised from time to time during the Subscription Period as to any transfers of record of Rights; you agree to use such information only in connection with the Rights Offering and supplements thereto, as not to furnish such information to any other persons except in connection with the Agent may reasonably request.Rights Offering;
(b) It will comply with all requirements of to the extent required under the Securities Act, to file the Securities Exchange Act of 1934, as amended (Rights Offering Prospectus with the "Exchange Act"), other federal securities laws, applicable state securities laws Commission pursuant to and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with Rule 424(b) thereunder;
(c) to use its best efforts to cause the provisions hereof Registration Statement (if such has not been declared effective as of the date of this Agreement) and any post-effective amendments thereto to become effective as set forth promptly as practicable. The Company will prepare and file, as required, any and all necessary amendments or supplements to any of the Rights Offering Material, will promptly furnish to you true and complete copies of each such amendments and supplements within a reasonable period of time prior to the filing thereof and, as applicable, will use its best efforts to cause the same to become effective as promptly as practicable;
(d) to advise you promptly of (i) the time when the Registration Statement has become effective and when any post-effective amendment thereto becomes effective, (ii) the occurrence of any event which could cause the Company to withdraw, rescind, terminate or modify the Rights Offering, (iii) the occurrence of any event, or the discovery of any fact, the occurrence or existence of which it believes would require the making of any change in any of the Prospectus Rights Offering Material then being used in connection with the Rights Offering or would cause any representation or warranty contained in this Agreement to be untrue or inaccurate, (iv) the issuance by the Commission or any Other Agency of any comment or order or the taking of any other action concerning the Rights Offering (and, if in writing, the Company will furnish you with a copy thereof), (v) the suspension of qualification of the Securities in any jurisdiction, (vi) any material developments in connection with the Rights Offering, including, but not limited to, the commencement of any lawsuit concerning the Rights Offering and will amend (vii) any other information relating to the Rights Offering, the Rights Offering Material or supplement the Prospectus as this Agreement which you may be required in order for the Prospectus from time to time reasonably request;
(e) to use its best efforts to comply with the requirements applicable provisions of federal the Securities Act and state the Exchange Act, and other applicable securities laws law;
(f) to use the net proceeds received by it from the sale of the Underlying Shares in the manner specified in the Rights Offering Prospectus under the caption "Use of Proceeds";
(g) to make generally available to its security holders and regulations, to you as soon as practicable an earnings statement which will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the "effective date" (as defined in Rule 158) of the Registration Statement;
(h) to furnish copies of the Rights Offering Prospectus to you in New York City prior to 10:00 a.m., New York City time, on the business day next succeeding the date of this Agreement in such quantities as you may reasonably request and, during the period of time after the commencement of the Rights Offering Termination Date.
(c) If at any time when if in the Prospectus opinion of counsel for the Dealer Managers a prospectus relating to the Securities is required by law to be delivereddelivered in connection with the Rights Offering, if any event occurs shall occur as a result of which it is necessary to amend or supplement the Rights Offering Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary order to make the statements therein therein, in the light of the circumstances when the Rights Offering Prospectus is delivered to a Rights Holder, not misleading, or if it will promptly notify is necessary to amend or supplement the Agent thereofRights Offering Prospectus to comply with law, affect the preparation of an amended or supplemental Prospectusforthwith to prepare and furnish, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning expense of the Company, to you and the Rights Holders, such amendments or supplements to the Rights Offering Prospectus as may be necessary so that the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it statements in the manner set forth Rights Offering Prospectus as so amended or supplemented will not, in the "Estimated Use of Proceeds of This Offering" section light of the Prospectus.
(f) Subject circumstances when the Rights Offering Prospectus is delivered to the Agent's actions and Rights Holders, be misleading or so that the actions of others in connection with the Offering, the Company Rights Offering Prospectus will comply with all requirements imposed upon it law;
(i) to deliver, at the expense of the Company, to you, two signed copies of the Registration Statement (as originally filed) and each amendment thereto, in each case including exhibits and documents incorporated by federal reference therein; and
(j) to endeavor to qualify the Rights and state the Underlying Shares for offer under the securities lawsor Blue Sky laws of such jurisdictions as you shall reasonably request and to continue such qualification in effect so long as reasonably required for distribution of the Securities; provided that the Company shall not be required to file a general consent to service of process in any jurisdiction.
Appears in 1 contract
Covenants of Issuer. The Company agrees Issuer covenants with Stockholder that: -------------------:
(a) It will deliver prior to (i) the Agent such numbers of copies closing of the Prospectus transactions contemplated by the Purchase Agreement and the Merger Agreement, whichever occurs earlier (the "First Closing"), or, if later, (ii) any other event or transaction which would result in Stockholder beneficially owning 15% or more of the outstanding Voting Securities, the Board of Directors of Issuer shall approve any and all amendments agreements, events or transactions for purposes of Section 203 of the Delaware General Corporation Law ("Section 203") in order that the restrictions contained in Section 203 shall not be applicable to Stockholder and supplements thereto, as the Agent may reasonably request.Affiliates;
(b) It will comply with all requirements Immediately after the First Closing, and so long as Stockholder shall not be in breach of the Securities Actany of its obligations hereunder, the Securities Exchange Act Board of 1934Directors of Issuer shall take all necessary actions to increase the size of such Board by one and to fill the vacancy created thereby with an individual designated in writing by Stockholder and reasonably acceptable to Issuer, as amended (the "Exchange Act")and, other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.
(c) If if at any time when Issuer's Board of Directors shall consist of 11 or more members and the Prospectus is required transactions contemplated by both the Purchase Agreement and the Merger Agreement shall have been consummated, then Issuer's Board of Directors shall take all necessary actions to increase further the size of the Board by one and to fill the additional vacancy created thereby with a second individual designated in writing by Stockholder and reasonably acceptable to Issuer, and Issuer shall thereafter take such action as necessary or appropriate to include such individuals among Issuer's nominees for director, shall recommend to its stockholders a vote in favor of such individuals at any annual or special meeting of stockholders called to vote upon the election or removal of any directors, and shall cause all shares of capital stock of Issuer over which Issuer exercises direct or indirect voting power to be deliveredvoted in favor of the election of the individuals designated in writing hereunder by Stockholder; provided, however, that at such time as Stockholder has the right to designate two directors and Stockholder beneficially owns fewer than 5,000,000 but at least the lesser of (i) 2,800,000 shares of Common Stock (including, for purposes of this calculation, the number of shares of Common Stock into which the Notes and Preferred Stock beneficially owned by Stockholder are then convertible) and (ii) 75% of the sum of any event occurs Shares issued in connection with the Merger Agreement and the Shares issuable upon the conversion of any Notes issued in connection with the Purchase Agreement (taking into account any Voting Securities into which such Notes (or any Preferred Stock for which such Notes are exchanged) may from time to time be convertible as a result of which the Prospectus would include an untrue statement of material fact or, in view application of the circumstances anti-dilution provisions applicable to the Notes or the Preferred Stock) (the lesser of the foregoing clauses (i) and (ii) being referred to herein as the "Lesser Amount"), then one of Stockholder's nominees shall be removed from Issuer's Board of Directors and Issuer's obligations under which they were madethis Section 4(b) shall only apply in respect of the election of one nominee of Stockholder, omit to state any material fact necessary to make and at such time as Stockholder owns fewer shares of Common Stock than the statements therein not misleadingLesser Amount, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental ProspectusStock- holder's remaining or, as the case may be, which will correct such statement or omission sole nominee shall be removed from Issuer's Board of Directors and deliver to the Agent as many copies Issuer shall be relieved of such amended or supplemental Prospectus as the Agent may reasonably request.its obligations under this Section 4(b); and
(dc) The Company Issuer will furnish not, for so long as this Agreement is effective, enter into or adopt any plans, agreements, arrangements or understandings which have the holders effect of Shares ("Shareholders") with certain reports described materially impeding, preventing or prohibiting Stockholder from beneficially owning, in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offeringaggregate, the Company will comply with all requirements imposed upon it by federal and state securities lawsThreshold Amount.
Appears in 1 contract
Samples: Merger Agreement (Tribune Co)
Covenants of Issuer. The Company agrees that: -------------------
(a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.
(b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.
(c) If at any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect effect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This OfferingOf Proceeds" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities laws.
Appears in 1 contract
Covenants of Issuer. The Company agrees that: -------------------
(a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.
(b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.
(c) If at any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect effect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities laws.. ___________, 2000 Page 5
Appears in 1 contract
Covenants of Issuer. The Company agrees Issuer covenants with Stockholder that: -------------------:
(a) It will deliver prior to (i) the Agent such numbers of copies closing of the Prospectus transactions contemplated by the Purchase Agreement and the Merger Agreement, whichever occurs earlier (the "First Closing"), or, if later, (ii) any other event or transaction which would result in Stockholder beneficially owning 15% or more of the outstanding Voting Securities, the Board of Directors of Issuer shall approve any and all amendments agreements, events or transactions for purposes of Section 203 of the Delaware General Corporation Law ("Section 203") in order that the restrictions contained in Section 203 shall not be applicable to Stockholder and supplements thereto, as the Agent may reasonably request.Affiliates;
(b) It will comply with all requirements Immediately after the First Closing, and so long as Stockholder shall not be in breach of the Securities Actany of its obligations hereunder, the Securities Exchange Act Board of 1934Directors of Issuer shall take all necessary actions to increase the size of such Board by one and to fill the vacancy created thereby with an individual designated in writing by Stockholder and reasonably acceptable to Issuer, as amended (the "Exchange Act")and, other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.
(c) If if at any time when Issuer's Board of Directors shall consist of 10 or more members and the Prospectus is required transactions contemplated by both the Purchase Agreement and the Merger Agreement shall have been consummated, then Issuer's Board of Directors shall take all necessary actions to increase further the size of the Board by one and to fill the additional vacancy created thereby with a second individual designated in writing by Stockholder and reasonably acceptable to Issuer, and Issuer shall thereafter take such action as necessary or appropriate to include such individuals among Issuer's nominees for director, shall recommend to its stockholders a vote in favor of such individuals at any annual or special meeting of stockholders called to vote upon the election or removal of any directors, and shall cause all shares of capital stock of Issuer over which Issuer exercises direct or indirect voting power to be deliveredvoted in favor of the election of the individuals designated in writing hereunder by Stockholder; provided, however, that at such time as Stockholder has the right to designate two directors and Stockholder beneficially owns fewer than 5,000,000 but at least the lesser of (i) 2,800,000 shares of Common Stock (including, for purposes of this calculation, the number of shares of Common Stock into which the Notes and Preferred Stock beneficially owned by Stockholder are then convertible) and (ii) 75% of the sum of any event occurs Shares issued in connection with the Merger Agreement and the Shares issuable upon the conversion of any Notes issued in connection with the Purchase Agreement (taking into account any Voting Securities into which such Notes (or any Preferred Stock for which such Notes are exchanged) may from time to time be convertible as a result of which the Prospectus would include an untrue statement of material fact or, in view application of the circumstances anti-dilution provisions applicable to the Notes or the Preferred Stock) (the lesser of the foregoing clauses (i) and (ii) being referred to herein as the "Lesser Amount"), then one of Stockholder's nominees shall be re moved from Issuer's Board of Directors and Issuer's obligations under which they were madethis Section 4(b) shall only apply in respect of the election of one nominee of Stockholder, omit to state any material fact necessary to make and at such time as Stockholder owns fewer shares of Common Stock than the statements therein not misleadingLesser Amount, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental ProspectusStockholder's remaining or, as the case may be, which will correct such statement or omission sole nominee shall be removed from Issuer's Board of Directors and deliver to the Agent as many copies Issuer shall be relieved of such amended or supplemental Prospectus as the Agent may reasonably request.its obligations under this Section 4(b); and
(dc) The Company Issuer will furnish not, for so long as this Agreement is effective, enter into or adopt any plans, agreements, arrangements or understandings which have the holders effect of Shares ("Shareholders") with certain reports described materially impeding, preventing or prohibiting Stockholder from beneficially owning, in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offeringaggregate, the Company will comply with all requirements imposed upon it by federal and state securities lawsThreshold Amount.
Appears in 1 contract
Samples: Standstill Agreement (Tribune Co)
Covenants of Issuer. The Company agrees Issuer hereby covenants that: -------------------, at all times until the indefeasible payment in full of all Bond Obligations and the termination of this Agreement:
(a) It will deliver to it shall remain in compliance with the Agent such numbers requirements specified of copies of Issuer herein (whether delineated in this Section 5.02 or otherwise) and in the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.other Bond Documents;
(b) It will comply with all requirements it shall not amend, supplement, modify, restate or replace any of its Governing Documents or other material agreements without providing at least 10 Business Days’ prior written notice to Farmer Mac and Purchaser and, in the Securities Actevent such action could reasonably and foreseeably cause a Material Adverse Change or materially impair the value of, or Farmer Mac’s ability to realize on, the Securities Exchange Act of 1934Loan Collateral, each as amended (the "Exchange Act")determined by Farmer Mac in its reasonable discretion, other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, obtaining Farmer Mac’s prior to the Offering Termination Date.written consent;
(c) If it shall cause the Qualified Loans to meet the Eligibility Criteria at any time when all times (including without limitation (i) the Prospectus is required Loan-to-Value Requirement and (ii) the requirement to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit receive subordination and non-disturbance agreements with respect to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectuscertain leases, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.set forth therein);
(d) The Company will furnish it shall maintain the holders Security Interest in favor of Shares the Collateral Agent ("Shareholders"for the benefit of Purchaser and Farmer Mac) with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished Loan Collateral and its first priority-status (subject only to the Shareholders, and such other information concerning the Company, Permitted Liens or as the Agent may reasonably request from time to time before and after the Offering Termination Date.otherwise consented in writing by Farmer Mac);
(e) The Company will apply it shall maintain the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.Minimum Required Qualified Loan Level;
(f) Subject if an Event of Default shall have occurred and be continuing or would result therefrom, it shall not directly or indirectly declare, order, pay, make or set apart any sum for any distribution (whether in cash, securities or other property) in respect of any of its equity interests, or any payment (whether in cash, securities or other property), including any sinking fund or similar deposit, on account of the purchase, redemption, retirement, acquisition, cancellation or termination of such equity interests, other than distributions to FPI in a minimum amount reasonably estimated to be required for FPI to continue to maintain its status as a real estate investment trust;
(g) it shall maintain all Loan Collateral pledged hereunder free and clear of pledges, liens, charges, mortgages and other encumbrances, except for the Security Interest created hereunder and except for Xxxxxxxxx Xxxxx or as otherwise consented in writing by Farmer Xxx, for as long as such Loan Collateral remains pledged hereunder;
(h) it shall maintain each Qualified Loan such that it is freely transferable by assignment;
(i) it shall upon reasonable prior notice and during normal business hours and at Farmer Mac’s expense (unless an Event of Default shall have occurred and be continuing, in which case, at Issuer’s expense), permit the Collateral Agent or its designee (including any regulatory body with examination authority over Purchaser and/or Farmer Mac) to review any and all documentation relating to the Agent's actions Loan Collateral and/or Issuer’s servicing thereof, and discuss with Issuer’s personnel and/or agents matters related to the actions Loan Collateral and/or Issuer’s servicing thereof;
(j) it shall not effect or permit a Change of others Control without Farmer Mac’s prior written consent;
(k) it shall not undertake or consent to any modification of a Bond without Farmer Mac’s prior written consent;
(l) it shall not (i) dissolve, liquidate or wind-up its affairs, (ii) become a party to any merger or consolidation, or (iii) acquire by purchase, lease or otherwise all or substantially all of the assets or capital stock of any other Person or group of related Persons;
(m) it shall not enter into any agreement containing any provision which would be breached by the performance by Issuer of any of its obligations hereunder or under any other Bond Document;
(n) it shall not dispose of any of the Loan Collateral (except as may be expressly permitted under this Agreement);
(o) it shall not amend, supplement, modify, restate or replace any of the Loan Documents, in connection with each case without the Offeringprior written approval of Farmer Mac; and
(p) it shall enforce, and shall not waive or agree to waive, the Company will comply with all requirements imposed upon it provisions of the Loan Documents, except as approved in writing by federal and state securities lawsFarmer Mac;.
Appears in 1 contract
Samples: Bond Purchase and Security Agreement (Farmland Partners Inc.)
