Covenants of Pubco Sample Clauses

Covenants of Pubco. Pubco covenants and agrees that, to and including the Effective Date, it will: (a) take all action necessary to give effect to the transactions contemplated by this Agreement; (b) prepare, in consultation and cooperation with BVCI the Pubco Information Circular and related proxy solicitation materials and any amendments or supplements thereto as required by, and in compliance with, applicable securities Laws; (c) solicit proxies to be voted at the Pubco Shareholders Meeting in favour of the Amalgamation and will file and distribute the Pubco Information Circular and related proxy solicitation material (and any amendments or supplements thereto) to Pubco Shareholders in a timely and expeditious manner, and in compliance with National Instrument 54-101 and Securities Laws, in all jurisdictions where the same are required to be filed and distributed; (d) as soon as reasonably possible and in any event no later than May 25, 2021, or such other date as may be agreed upon by the parties, convene the Pubco Shareholders Meeting and conduct such meeting in accordance with the by-laws of Pubco and as otherwise required by law; (e) for the purpose of integration of the business and affairs of Pubco and BVCI on the Effective Date, and for the purpose of verifying that no circumstances or events have occurred after the date hereof which have resulted in a breach by Pubco of any provision of this Agreement, provide all such information concerning Pubco as BVCI may reasonably request; (f) conduct its operations and the operations of each of Pubco Subsidiaries in the ordinary and normal course of business and consistent with past practice and in accordance with applicable laws, generally accepted industry practice, and any operating and other agreements applicable to the properties and Assets of Pubco or any of Pubco Subsidiaries and Pubco shall use all commercially reasonable efforts to maintain and preserve its business organization, Assets and advantageous business and government relationships; (g) not enter into any material transaction or cause Pubco Subsidiaries to enter into any material transaction without the prior written consent of BVCI, not to be unreasonably withheld; (h) except in respect of existing commitments specifically disclosed in writing to BVCI, not make or authorize, without the prior written consent of BVCI, not to be unreasonably withheld, any commitments or capital expenditure in respect of any of its properties or Assets; (i) use its reasonable...
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Covenants of Pubco. Pubco hereby covenants and agrees with Priveco as follows:
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Covenants of Pubco. Pubco and Subco hereby covenants and agrees with MJIC as follows until the earlier of the Effective Time or the Termination Date:
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Covenants of Pubco. Pubco covenants with Target that: (a) both before and after the closing date it shall execute and do all such further deeds, acts, things and give such assurances as may reasonably be required to consummate the transactions contemplated hereby and referenced herein; (b) both before and after the Closing Date it shall use its best efforts to comply with the 1933 Act, the 1934 Act and all applicable rules and regulations promulgated thereunder by the SEC including, by way of example and not in limitation, Pubco’s effort to ensure that each of the Stockholders qualifies, at the time of Closing and with respect to any Pubco Shares or Pubco Options issued to them, for an exemption from the registration requirements of the 1933 Act; (c) prior to the Closing Date it shall not conduct any business that is out of the ordinary course and it shall not initiate any new operations;
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Covenants of Pubco relating to the Transaction (a) Pubco will, in a timely and expeditious manner, file the Information Circular in all jurisdictions where the Information Circular is required to be filed by Pubco and, if required, mail the Information Circular to the Pubco Shareholders in accordance with applicable Laws. (b) Pubco shall ensure that the Information Circular complies in all material respects with all Applicable Laws, and, without limitation, that the Information Circular will not contain any untrue statement of a material fact or omit to state a material fact required to be stated in the Information Circular or necessary to make the statements contained in the Information Circular not misleading in light of the circumstances in which they are made and shall provide Pubco Shareholders with information in sufficient detail to permit them to form a reasoned judgment concerning the Transaction. (c) Pubco will perform the obligations required to be performed by it hereunder and will do all such other acts and things as may be necessary or desirable in order to carry out and give effect to the Transaction, as described in the Information Circular and, without limiting the generality of the foregoing, Pubco shall use its reasonable best efforts to seek: (i) the approval of the Pubco Shareholders required for the implementation of the Transaction, (ii) the approval for the listing of the Payment Shares on the Exchange, and (iii) such other consents, orders, rulings, approvals and assurances as counsel may advise are necessary or desirable for the implementation of the Transaction.
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Covenants of Pubco. PubCo covenants and agrees that during the period from the Agreement Date and ending on the earlier of the Effective Date or the termination of this Agreement, except as otherwise expressly permitted or specifically contemplated by this Agreement: (a) PubCo shall not directly or indirectly do or permit to occur any of the following other than in connection with the Transaction: (i) amend its constating documents; (ii) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares or property) in respect of its outstanding securities; (iii) redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (iv) split, combine or reclassify any of its securities; (v) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation or reorganization; or (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (b) PubCo shall not: (i) acquire (by merger, amalgamation, consolidation or acquisition of shares or assets) any corporation, trust, partnership or other business organization or division thereof, or make any investment therein either by purchase of shares or securities, contributions of capital or property transfer; (ii) purchase any property or acquire any assets; (iii) incur any indebtedness for borrowed money, or any other material liability or obligation or issue any debt securities or assume, guarantee, endorse or otherwise become responsible for, the obligations of any other individual or entity, or make any loans or advances; or (iv) pay, discharge or satisfy any material claims, liabilities or obligations (excluding costs associated with the transactions contemplated by this Agreement) other than as disclosed in writing to Inner Spirit prior to the entering into this Agreement or reflected or reserved against in the PubCo Financial Statements; (c) PubCo shall not make any payment to any employee, officer or director outside of the then ordinary and usual compensation for services provided; (d) PubCo shall not: (i) grant any officer, director, employee or consultant an increase in compensation in any form; (ii) grant any general salary increase to any employees; (iii) take any action with respect to the amendment or grant of any retention, severance or termination pay policies or arrangement for any directors, officers or employees; (iv) advance any loan to any officer, director or ...
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Covenants of Pubco 
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Related to Covenants of Pubco

  • Covenants of Purchaser Purchaser covenants and agrees as follows:

  • Covenants of Parent Parent agrees that:

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • Covenants of Buyer Buyer agrees that:

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Covenants of Acquiror 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4

  • Covenants of the Vendor 7.1 The Vendor hereby covenants that, during the Interim Period, the Vendor will, and will cause the Corporation to: (a) carry on the Business in the ordinary course and use its best efforts to preserve the assets, the Business and the clients, customers and suppliers connected therewith; (b) give the Purchaser, the Purchaser's Solicitors and the Purchaser's representatives full access during normal business hours to the properties, books, contracts, commitments and records of the Corporation; (c) furnish the Purchaser with all information concerning the affairs of the Corporation as the Purchaser may reasonably request; (d) do all things and cause all things to be done to ensure that all of the representations and warranties of the Vendor contained in this agreement remain true and correct throughout the Interim Period as if such representations and warranties were continuously made throughout such period; (e) not enter into any contracts, commitments or transactions pertaining to the Business, or incur any indebtedness, obligations or liability or make any payment in respect thereof, except in the ordinary course of business; (f) not incur any capital expenditures, or acquire or agree to acquire additional assets, or enter into any forward commitments for inventories, supplies or services (whether or not there are any contracts in writing with respect thereto), except in the ordinary course of business; (g) not increase the wages or salaries or any other form of remuneration, direct or indirect, of any of the employees, officers or directors of the Corporation; (h) not sell, agree to sell or otherwise dispose of any of the assets of the Corporation except in the ordinary course of business; (i) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (j) obtain all necessary consents and approvals to the transaction herein contemplated required pursuant to the terms of any leases, contracts or rights of the Corporation or to which it is a party or to which any of the property or assets may be subject to or bound; (k) not declare, pay or authorize dividends or other distributions on any shares of the Corporation or purchase or redeem any shares of the Corporation; (l) not amend the Articles (as defined in the Business Corporations Act (Ontario)) of the Corporation, amalgamate or merge with any other corporation, or issue any securities (as defined in the Business Corporations Act (Ontario)) or redeem or purchase any issued securities; (m) use their reasonable best efforts to ensure that the Corporation's bank operating line of credit from the Bank of Montreal shall remain in place with the Corporation immediately following the Closing Date, provided that Bank of Montreal fully releases any guarantees for that line of credit; and (n) not increase the Shareholder's Loan amount nor shall any Shareholder's Loan related payments be made by the Corporation to the Vendor prior to the Time of Closing. 7.2 The Vendor hereby covenants that, at the Time of Closing, the Vendor will: (a) furnish the Purchaser with a certificate of the Vendor stating that the representations and warranties of the Vendor contained in this agreement are true at the Time of Closing, as though then made, and that the covenants of the Vendor to be complied with at or prior to the Time of Closing have been complied with, provided that the receipt of such evidence and the closing of the transaction contemplated herein shall not be a waiver of the representations, warranties and covenants of the Vendor which are contained in this agreement; (b) deliver to the Purchaser evidence reasonably satisfactory to the Purchaser's Solicitors that all necessary corporate authorizations authorizing and approving the transaction contemplated herein have been obtained in respect of the Corporation; (c) deliver to the Purchaser a written acknowledgement from the lessor of any leased premises, in a form reasonably satisfactory to the Purchaser's Solicitors, acknowledging that the lease in respect thereof is in good standing, that all rents, additional rents and other amounts due and payable by the Corporation pursuant to such lease have been paid in full to the Effective Date, and that the Corporation is not in breach of its obligations under such lease, together with the unconditional written consent of the said lessor to the sale of the Purchased Shares to the Purchaser, if required under the terms of such lease; (d) provide the Purchaser with evidence reasonably satisfactory to the Purchaser that the Vendor is not then a "non-resident" of Canada within the meaning of the Income Tax Act (Canada); (e) provide the Purchaser with the favourable opinion of the Vendor's Solicitors in a form reasonably satisfactory to the Purchaser's Solicitors, acting reasonably: (i) as to the authorized and issued capital of the Corporation and the shareholder and shareholdings in the Corporation; (ii) that all issued and outstanding shares in the capital of the Corporation are issued and outstanding as fully paid and non-assessable; Page 38 of 75 - Share Purchase Agreement Initial ----------- (iii) that the Corporation has been duly amalgamated and organized and is a valid and subsisting corporation under the laws of the Province of Ontario; (iv) that all necessary actions and proceedings have been taken to authorize and permit the due and valid transfer of the Purchased Shares at the Time of Closing from the Vendor to the Purchaser; and (v) that this agreement has been duly executed and delivered by the Vendor and constitutes a valid and binding obligation of the Vendor, enforceable against her in accordance with its terms (subject to bankruptcy laws and the availability of equitable remedies) and, to the knowledge of the Vendor's Solicitors, does not violate the provisions of any indenture or agreement to which the Vendor or the Corporation or either of them are a party or by which either of them are bound; (f) cause all necessary steps and proceedings as may reasonably be approved by the Purchaser's Solicitors to be taken so that the Purchased Shares may be properly transferred to the Purchaser at the Time of Closing; and in that regard, deliver to the Purchaser at the Time of Closing certificates representing all of the Purchased Shares, such certificates being duly endorsed for transfer to the Purchaser, and cause transfers of all the Purchased Shares to be duly and regularly recorded in the name of the Purchaser or as it may in writing direct; (g) cause all of the directors and officers of the Corporation as are specified by the Purchaser to resign in favour of nominees of the Purchaser. All shareholder's and director's resolutions required to cause the actions of this Section 7.2(g) shall be approved at the Time of Closing; (h) deliver and cause to be delivered by all of the directors and officers of the Corporation and by the Vendor, as shareholder of the Corporation, a complete release, with effect from the Time of Closing, of all claims against the Corporation of any and all matters whatsoever in a form satisfactory to the Purchaser's Solicitors, acting reasonably; (i) deliver and cause to be delivered to the Purchaser the corporate seal, minute books, share certificates, share certificate books, share transfers, share register books, directors' register and any and all documents, records, books, instruments and agreements of or pertaining or relating to the Corporation and its Business, property and assets; (j) deliver to the Purchaser a release executed by the Vendor with respect to all payroll and severance related obligations of the Corporation; (k) deliver and cause to be delivered to the Purchaser the Escrow Agreement, duly executed by the Vendor; (l) deliver and cause to be delivered to the Purchaser a release executed by Xxxx Xxxxx with respect to all obligations of the Corporation; (m) pay to the Corporation $273,884 for the purchase as of the Effective Date of the Cash Value Of Life Insurance and the respective insurance policy from the Corporation; Page 39 of 75 - Share Purchase Agreement Initial ----------- (n) deliver and cause to be delivered to the Purchaser a non-competition covenant from Xxxx Xxxxx in the form attached hereto as Schedule "7.2(n)"; (o) deliver and cause to be delivered to the Purchaser the New Lease between Alpen and the Corporation to become effective on September 1, 2004 (the day immediately following the last day of the Corporation's current lease agreement with Alpen); (p) pay all the non-arms length expenses, accounts payable and accrued liabilities of the Corporation, excluding any ordinary course lease payments and payroll related transactions, from the date of this Agreement to the Time of Closing, and release the Corporation from the obligation to repay the Vendor for these payments; and (q) shall release, and cause the Vendor's affiliates, including any of the Vendor's family that is or has been employed by the Corporation, or the Vendor shall indemnify the Purchaser and the Corporation from any and all severance obligations related to their employment by the Corporation, and any other contractual obligations of the Corporation to the Vendor and her affiliates. 7.3 The Vendor hereby covenants that, subsequent to the Date of Closing, the Vendor will: (a) at the request and expense of the Purchaser, execute and deliver such additional conveyances, transfers and other assurances as may, in the reasonable opinion of the Purchaser's Solicitors, be required to carry out the intent of this agreement and to transfer the Purchased Shares to the Purchaser; (b) only discharge the Security Interests when the payments of Sections 3.2(a), 3.2(b), 3.2(c), 3.2(d) and 3.2

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • COVENANTS OF DEBTOR Until the Liabilities are paid in full, Debtor agrees that it shall: (a) not sell or otherwise dispose of the Collateral; (b) not create, incur, assume or permit to exist any liens, encumbrances, security interests, levies, assessments or charges (collectively, "Liens") on or in any of the Collateral other than Permitted Encumbrances (as defined in the Loan Agreement), without Secured Party's consent; (c) appear in and defend, at Debtor's own expense, any action or proceeding which may affect Debtor's title to or Secured Party's interest in the Collateral; (d) procure or execute and deliver, from time to time, in form and substance satisfactory to Secured Party in its discretion reasonably exercised, any endorsements, assignments, financing statements or other writings deemed necessary or appropriate by Secured Party to perfect, maintain or protect Secured Party's security interest in the Collateral and the priority thereof, and take such other action and deliver such other documents, instruments and agreements pertaining to the Collateral as Secured Party may reasonably request to effectuate the intent of this Security Agreement; (e) notify Secured Party in writing at least thirty (30) days prior to any change in Debtor's name, identity or business structure, or any addition or change to the address of the chief executive office or principal place of business of Debtor specified in the introductory paragraph hereof; (f) keep separate, accurate and complete records of the Collateral and provide Secured Party during normal business hours with access thereto upon reasonable notice if no Event of Default exists (and without notice if an Event of Default exists) and to Debtor's financial records, in each case with the right to make extracts therefrom; (g) provide Secured Party during normal business hours with access to the Collateral, and with such other information as Secured Party may reasonably request from time to time; (h) maintain and preserve its existence, and all rights, privileges, franchises and other authority necessary for the conduct of its business; and (i) continue operations in the same form and structure of business as currently conducted, and not (x) merge or consolidate with or acquire or be acquired by any other corporation, partnership, entity or person or (y) incorporate in another jurisdiction, without Secured Party's prior written consent.

  • REPRESENTATIONS, WARRANTIES AND COVENANTS OF PURCHASER The Purchaser warrants and represents to, and covenants and agrees with, the Seller as follows:

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