Covenants of the Company and Acquisition Sample Clauses

Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall:
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Covenants of the Company and Acquisition. (a) CONDUCT OF BUSINESS. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall:
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Covenants of the Company and Acquisition. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, each of the Company and Acquisition shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of the Company and Acquisition, as the case may be, keep available the services of the current officers, employees and agents of the Company and Acquisition, as the case may be, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Company and Acquisition, as the case may be; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the UPCI Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the UPCI Debenture Holder except as may be required by pre-existing commitments disclosed herein or in the Reports or upon the exercise of options or warrants outstanding as of the date hereof; v. not incur any indebtedness for money borrowed or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, except those incurred in the Ordinary Course of Business, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets, except for promissory notes issued by the Company to raise funds intended to cover operating expenses, repayable in cash only and not to exceed $100,000; vi. not make any investment of a capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person; vii. not do any other act which would cause any representation or warranty of the Company in this Agreement to be or become untrue in any material respect or that is not in the Ordinary Course of Business; viii. report periodically to the UPCI Debenture Holder concerning the status of the business and operations of the Company upon the reasonable request of the UPCI Debenture Holder, provided, however, that the Company shall not be required to disclose anything of a co...
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Covenants of the Company and Acquisition 
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Related to Covenants of the Company and Acquisition

  • Covenants of the Companies Each of the Companies covenants with the Underwriters as follows:

  • Covenants of the Company The Company covenants with each Underwriter as follows:

  • Covenants of the Transaction Entities Each of the Transaction Entities, jointly and severally, covenants with each Underwriter as follows:

  • Covenants of the Company and Purchaser Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Purchasers, the Purchasers’ officers, directors, agents, Affiliates, counsel, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Purchaser or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Purchaser relating hereto.

  • Covenants of the Executive In consideration of the acknowledgments by the Executive, and in consideration of the compensation and benefits to be paid or provided to the Executive by the Employer, the Executive covenants that he will not, directly or indirectly:

  • Negative Covenants of the Company Except as expressly contemplated by this Agreement or otherwise consented to in writing by Buyer, from the date of this Agreement until the Effective Time, the Company will not do any of the following:

  • Covenants of the Partnership The Partnership covenants with each Underwriter as follows:

  • Covenants of Parent Parent agrees that:

  • Covenants of the Company and Subscriber Regarding Indemnification (a) The Company agrees to indemnify, hold harmless, reimburse and defend the Subscribers, the Subscribers' officers, directors, agents, Affiliates, control persons, and principal shareholders, against any claim, cost, expense, liability, obligation, loss or damage (including reasonable legal fees) of any nature, incurred by or imposed upon the Subscriber or any such person which results, arises out of or is based upon (i) any material misrepresentation by Company or breach of any warranty by Company in this Agreement or in any Exhibits or Schedules attached hereto, or other agreement delivered pursuant hereto; or (ii) after any applicable notice and/or cure periods, any breach or default in performance by the Company of any covenant or undertaking to be performed by the Company hereunder, or any other agreement entered into by the Company and Subscriber relating hereto.

  • Negative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, that:

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