Covenants of the Acquiror Sample Clauses

Covenants of the Acquiror. A. The Acquiror covenants and agrees that after taking up and paying for the Shareholder’s Shares pursuant to the Offer it shall, if so requested in writing by the Corporation, provide or cause to be provided up to $26,400,000 in debt or other financing to the Corporation on terms and conditions reasonably satisfactory to the Acquiror, which may include a pledge of collateral or guaranty, for the purposes of allowing NBI-504468 to satisfy its obligations to HI under that certain Amended Promissory Note dated March 10, 2003, if still outstanding on such date. B. The Acquiror covenants and agrees that it will not take any action that negatively affects the ability of HI to consummate a transaction resulting from the Strategic Process (as such term is defined in the Restructuring Proposal without giving effect to any amendment thereof). In agreeing to the foregoing covenant, the Acquiror is relying on the assurance of KS that the Acquiror is not required to vote (or act by written consent with respect to) the shares of Class A Common Stock of HI or the Class B Shares held, directly or indirectly, by the Corporation in favour or not against any such transaction.
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Covenants of the Acquiror. Section 8.01. Confidentiality Agreement 30 31 Section 8.02. Corporate Name 31 Section 8.03. Indemnification of Directors and Officers 31 32
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Covenants of the Acquiror. 11.1 The Acquiror covenants and agrees that until Closing or the earlier termination of this Agreement it will: (a) subject to the terms of this Agreement, the Acquiror agrees to circulate a form of unanimous written consent resolution for the purpose of obtaining the Acquiror Shareholder Approval in accordance with the Acquiror’s articles, by-laws and Applicable Law, as soon as reasonably practicable, and shall use its best efforts to obtain the Acquiror Shareholder Approval no later than April 30, 2018; (b) not issue any debt or equity or other securities without the prior written consent of the Corporation, except as required to complete the Amalgamation, or for the issuance of Acquiror Shares upon the exercise of existing convertible securities as contemplated hereunder; (c) not carry on any business except as required to complete the Transaction and retain its status as reporting issuer not in default under applicable Canadian provincial Securities Laws applicable in the Provinces of Alberta, Ontario, Quebec, Nova Scotia, Xxxxxx Xxxxxx Island, and Newfoundland and Labrador, not borrow any money or incur any indebtedness (except for trade payables incurred in the ordinary course); (d) not make loans, advances or other similar payments to any party, excluding advances to the Corporation or third parties for expenses reasonably necessary to carry out the terms of this Agreement; (e) not make any expenditures except those that are reasonably necessary to carry out the terms of this Agreement, that are necessary to fulfil the Acquiror’s obligations as a “public company” or that are incurred to reimburse directors or officers for reasonable expenses incurred for the foregoing purposes; (f) not declare or pay any dividends or distribute any of the Acquiror’s property or assets to shareholders; (g) not alter or amend the Acquiror’s articles or by-laws in any manner which may adversely affect the success of the Transaction, except as strictly required to give effect to the matters contemplated herein, including, but not limited to, the creation of the class of Restricted Shares, the Consolidation and the change of name of the Corporation, as contemplated pursuant to Section 6.1(a); (h) not enter into any transaction or material contract, except as reasonably necessary to give effect to the matters contemplated herein; (i) use its reasonable commercial efforts to obtain any third parties approvals required in respect of the Transaction, including any lenders or...
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Covenants of the Acquiror. 8.1. Operation of the Business of the Acquiror. Between the date of this Agreement and the Closing Date, the Acquiror shall, and shall cause each of the Acquiror Subsidiaries to: 8.1.1. conduct its business only in the ordinary course of business; 8.1.2. use its best efforts to preserve intact the current business organization and business relationships, including, without limitation, relationships with suppliers, customers, landlords, creditors, officers, employees and agents; 8.1.3. obtain the prior written consent of the Company prior to taking any action of the type specified in Section 6.16 or entering into any Material Acquiror Contract; 8.1.4. confer with the Company concerning operational matters of a material nature; and 8.1.5. otherwise report periodically to the Company concerning the status of its business, operations, and finances.
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Covenants of the Acquiror. The Acquiror agrees to: (a) Notify the Holders of Acquiror Common Stock included in a registration statement pursuant to this Agreement (i) of the issuance by the Commission of any stop order suspending the effectiveness of such registration statement and (ii) upon learning of the initiation of any proceedings for the purpose of suspending such effectiveness, the existence of such proceedings. Acquiror will use its commercially reasonable efforts to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible time. (b) Take all commercially reasonable actions necessary to expedite and facilitate disposition of the registrable securities by the Holders thereof pursuant to a registration statement pursuant to this Agreement. (c) Prior to the filing of a registration statement pursuant to this Agreement or any amendment thereto (whether pre-effective or post-effective), and prior to the filing of any prospectus or prospectus supplement related thereto, Acquiror will provide each Holder with copies of all pages thereto, if any, which reference such Holder. (d) Take all actions commercially reasonably necessary to facilitate the timely preparation and delivery of certificates (not bearing any restrictive legend) representing Acquiror Common Stock sold pursuant to a registration statement pursuant to this Agreement and to enable such certificates to be in such denominations and registered in such names as the Holders may reasonably request.
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Covenants of the Acquiror. Section 9.01.
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Covenants of the Acquiror. The Acquiror further agrees, except as set forth in or contemplated by this Agreement or as otherwise approved by the Sellers in writing, that from the date hereof through the Closing Date:
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Covenants of the Acquiror 
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Related to Covenants of the Acquiror

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

  • Covenants of the Purchaser The Purchaser covenants and agrees with the Company as follows:

  • 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 Adviser The Adviser covenants that it is registered as an investment adviser under the Advisers Act. The Adviser agrees that its activities will at all times be in compliance in all material respects with all applicable federal and state laws governing its operations and investments.

  • 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 Transferor The Transferor hereby covenants that:

  • Covenants of the Purchasers Each Purchaser covenants and agrees with the Company as follows:

  • Covenants of Buyer Buyer agrees that:

  • Covenants of the Offerors The Offerors covenant and agree with the Placement Agents and the Purchaser as follows:

  • Covenants of the Investor Each Investor, severally and not jointly, covenants and agrees with the Company as follows:

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