Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees: (a) that it shall at all times maintain, free from any subscriptive or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock; (b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; and (c) promptly to take all action (i) as may from time to time be required (including complying with all applicable notification, filing reporting and waiting period requirements under HSR or otherwise, and cooperating fully with the Holder in preparing any applications or notices and providing such information to any regulatory authority as it may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, and (ii) as may from time to time be required to protect the rights of the Holder against dilution
Appears in 3 contracts
Samples: Stock Option Agreement (Nfo Worldwide Inc), Stock Option Agreement (Periphonics Corp), Stock Option Agreement (Interpublic Group of Companies Inc)
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
: (ai) that it shall at all times maintain, free from any subscriptive or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
; (bii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder under this Agreement by Issuer; and
(ciii) promptly to take all action (i) as may from time to time be required (including (x) complying with all applicable premerger notification, filing reporting and waiting period requirements and (y) if, under HSR the applicable federal or otherwisestate regulatory requirements or any state or federal banking law, and prior approval of or notice to any Governmental Entity is necessary before the Option may be exercised, cooperating fully with the Holder in preparing any such applications or notices and providing such information to any regulatory authority each such Governmental Entity as it may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, to this Agreement; and (iiiv) as may from time promptly to time be required take all action provided in this Agreement to protect the rights of the Holder against dilution.
Appears in 3 contracts
Samples: Stock Option Agreement (Old Kent Financial Corp /Mi/), Stock Option Agreement (Shoreline Financial Corp), Stock Option Agreement (Chemical Financial Corp)
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
(a) that it shall at all times maintain, free from any subscriptive subscription or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
(b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; and
(c) promptly to take all action (i) as may from time to time be required (including complying with all applicable notification, filing reporting and waiting period requirements under the HSR Act or otherwise, and cooperating fully with the Holder in preparing any applications or notices and providing such information to any regulatory authority as it may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, and (ii) as may from time to time be required to protect the rights of the Holder against dilution.
Appears in 2 contracts
Samples: Stock Option Agreement (Quebecor Printing Inc), Stock Option Agreement (World Color Press Inc /De/)
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
: (ai) that it shall at all times maintain, free from any subscriptive or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
; (bii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder under this Agreement by Issuer; and
(ciii) promptly to take all action (i) as may from time to time be required (including (x) complying with all applicable premerger notification, filing reporting and waiting period requirements and (y) if, under HSR the applicable federal or otherwisestate regulatory requirements or any state or federal banking law, and prior approval of or notice to any Governmental Entity is necessary before the Option may be exercised, cooperating fully with the Holder in preparing any such applications or notices and providing such information to any regulatory authority each such Governmental Entity as it they may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, to this Agreement; and (iiiv) as may from time promptly to time be required take all action provided in this Agreement to protect the rights of the Holder against dilution.
Appears in 2 contracts
Samples: Stock Option Agreement (Grand Premier Financial Inc), Stock Option Agreement (Old Kent Financial Corp /Mi/)
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
(a) that it shall at all times maintain, free from any subscriptive subscription or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
(b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; and
(c) promptly to take all action (i) as may from time to time be required (including complying with all applicable notification, filing reporting and waiting period requirements under HSR or otherwise, and cooperating fully with the Holder in preparing any applications or notices and providing such information to any regulatory authority as it may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, and (ii) as may from time to time be required to protect the rights of the Holder against dilution.
Appears in 1 contract
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
(a) that it shall at all times maintain, free from any subscriptive or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
(b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; and
(c) promptly to take all action (i) as may from time to time be required (including complying with all applicable notification, filing filing, reporting and waiting period requirements under HSR or otherwise, and cooperating fully with the Holder in preparing any applications or notices and providing such information to any regulatory authority as it may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, and (ii) as may from time to time be required to protect the rights of the Holder against dilution
Appears in 1 contract
Samples: Stock Option Agreement (Clarify Inc)