Covenants of Parent and Merger Sub Sample Clauses
Covenants of Parent and Merger Sub. Parent and Merger Sub covenant and agree with Company as follows:
Covenants of Parent and Merger Sub. Parent and Merger Sub hereby covenant as follows:
Covenants of Parent and Merger Sub. Parent and Merger Sub agree that:
Covenants of Parent and Merger Sub. Parent and Merger Sub, jointly and severally, each covenant and agree that, prior to the Effective Time, unless otherwise expressly contemplated by this Agreement or consented to in writing by the Company, it:
(a) Shall conduct no business other than to comply with all the terms of this Agreement and the Transaction Documents and to take such other actions as are necessary and advisable to allow the parties to consummate the Merger and the Transactions.
(b) Shall not enter into any Contracts, or cancel, terminate, modify, assign or amend in any respect any existing Contracts.
(c) Shall not, nor shall it propose to, (i) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) repurchase, redeem or otherwise acquire any of its securities.
(d) Shall not authorize for issuance, issue, sell, deliver or agree to commit or issue, sell or deliver (whether through this issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (including indebtedness having the right to vote) or equity equivalents (including, without limitation, stock appreciation rights), except as required pursuant to the agreements and instruments outstanding on the date hereof and disclosed in Section 4.2, or amend in any material respect any of the terms of any such securities or agreement outstanding on the date hereof.
(e) Shall not amend or propose to amend its Articles of Incorporation or bylaws except as provided for in Section 6.9 hereof.
(f) Shall not acquire, sell, lease, encumber, transfer or dispose of any assets, except as contemplated by this Agreement.
(g) Shall not incur any liabilities other than liabilities incurred in connection with this Agreement and the Transactions.
(h) Shall not change any of the accounting principles or practices used by it (except as required by GAAP).
(i) Shall not agree to take any of the foregoing actions or knowingly take or agree to take any action that would or is reasonably likely to result in any of its representations and warranties set forth in this Agreement being untrue or in any of the conditions to the Merger set forth in Article VI...
Covenants of Parent and Merger Sub. Parent and Merger Sub shall each have performed and complied in all material respects with all agreements, covenants and obligations of this Agreement required to be performed and complied with by them as of the Closing Date.
Covenants of Parent and Merger Sub. (a) Certificate of Designation. Prior to the Closing, the Parent shall file with the Secretary of State of the State of Delaware a certificate of designation in the form set forth on Exhibit A hereto setting forth the rights and preferences of the holders of Series J Preferred Stock (the "Certificate of Designation").
Covenants of Parent and Merger Sub. Parent and Merger Sub covenant and agree with Shareholders and the Company that, at all times from and after the date hereof until the Closing (and in the case of the covenants set forth in Section 5.04, for the periods specified therein), they will comply with all covenants and provisions of this Article V, except to the extent Shareholders and the Company may otherwise consent in writing.
Covenants of Parent and Merger Sub. During the period from the date of this Agreement and continuing until the Effective Time (except as expressly contemplated or permitted by this Agreement or to the extent that CCI shall otherwise consent in writing):
Covenants of Parent and Merger Sub. From the date hereof through the Closing, without the prior written consent of the Company (which will not be unreasonably withheld or delayed), unless otherwise required or permitted by any other provision of this Agreement or any Related Agreement, (a) neither Parent nor Merger Sub shall take any action that would cause the representations and warranties made by Parent and Merger Sub in this Agreement not to be true, correct and accurate, in all material respects (determined as provided in Section 7.3), as of the Closing, and (b) Parent shall promptly notify the Company of any failure of Parent or Merger Sub to comply with or satisfy any covenant, condition or agreement to be complied with or satisfied by either of them prior to the Closing.
Covenants of Parent and Merger Sub. From the date hereof through the Closing, without the prior written consent of the Company, unless otherwise required or permitted by any other provision of this Agreement or the Company and Parent Shareholder Voting Agreements: