Covenants of the Company and Parent. At all times from and after the date hereof until the Effective Time, the Company and Parent each covenants and agrees as to itself and its Subsidiaries that (except as disclosed in Section 5.01 of the Company Disclosure Letter or the Parent Disclosure Letter, as applicable, or as expressly contemplated or permitted by this Agreement, or to the extent that Parent shall otherwise previously consent in writing):
Covenants of the Company and Parent. (a) The Company covenants (i) to maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Company Stock so that the Option may be fully exercised without additional authorization of Company Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase shares of Company Stock; (ii) not to seek to avoid the observance or performance of any of the covenants, agreements or conditions to be observed or performed hereunder by the Company and not to take any action which would cause any of its representations or warranties not to be true; and (iii) not to engage in any action or omit to take any action which would have the effect of preventing or disabling the Company from delivering the Option Shares to the Parent upon exercise of the Option or otherwise performing its obligations under this Agreement.
(b) Parent covenants not to sell, assign, transfer or otherwise dispose of the Option, any part thereof, or any of its other rights hereunder to any third party without the prior written consent of the Company which consent shall not be unreasonably withheld or delayed. Parent may offer or sell Option Shares only pursuant to a registration under the Securities Act or an exemption therefrom.
Covenants of the Company and Parent. The Company and Parent covenant and agree with Purchaser that, at all times from and after the Effective Date until the Closing, and in the case of SECTIONS 4.06, 4.11 and 4.12 for the period set forth therein, Parent and the Company will, and Parent will cause the Company to, comply with all covenants and provisions of this ARTICLE IV, except to the extent Purchaser may otherwise consent in writing. Purchaser acknowledges and agrees that the actions taken, or failed to be taken, by Parent and the Company prior to or following the Effective Date with respect to the investigation by the Commission or any other Governmental or Regulatory Authority into the activities of Xxxxxxx Xxxxxxxx and the involvement of Parent and the Company therewith, and any related matters, shall not constitute a breach of the obligations of Parent and the Company pursuant to this ARTICLE IV; PROVIDED, HOWEVER, that Purchaser shall have no liability with respect to any obligations resulting from such investigation and all liabilities arising out of, or with respect to, such investigation shall be considered a "Retained Liability" for the purposes of this Agreement.
Covenants of the Company and Parent. 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 the Company or Parent shall otherwise consent in writing):
Covenants of the Company and Parent. Section 8.01
Covenants of the Company and Parent. (a) The Company covenants and agrees with the several Underwriters that:
(i) The Company will (A) use its reasonable best efforts to cause the Registration Statement to become effective or, if the procedure in Rule 430A of the Rules and Regulations is followed, to prepare and timely file with the Commission under Rule 424(b) of the Rules and Regulations a Prospectus in a form approved by the Representatives containing information previously omitted at the time of effectiveness of the Registration Statement in reliance on Rule 430A of the Rules and Regulations, and (B) not file any amendment to the Registration Statement or supplement to the Prospectus of which the Representatives shall not previously have been advised and furnished with a copy or to which the Representatives shall have reasonably objected in writing or which is not in compliance with the Rules and Regulations.
(ii) The Company will advise the Representatives promptly (A) when the Registration Statement or any post-effective amendment thereto shall have become effective, (B) of receipt of any comments from the Commission, (C) of any request of the Commission for amendment of the Registration Statement or for supplement to the Prospectus or for any additional information, and (D) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the use of the Prospectus or of the institution of any proceedings for that purpose. The Company will use its reasonable best efforts to prevent the issuance of any such stop order preventing or suspending the use of the Prospectus and to obtain as soon as possible the lifting thereof, if issued.
(iii) The Company will cooperate with the Representatives in endeavoring to qualify the Shares for sale under the securities laws of such jurisdictions as the Representatives may reasonably have designated in writing and will make such applications, file such documents, and furnish such information as may be reasonably required for that purpose, provided the Company shall not be required to qualify as a foreign corporation or to file a general consent to service of process in any jurisdiction where it is not now so qualified or required to file such a consent. The Company will, from time to time, prepare and file such statements, reports and other documents as are or may be required to continue such qualifications in effect for so long a period as the Representatives may reasonably request for distribution of th...
Covenants of the Company and Parent. The Company and Parent covenant and agree with Purchaser that, at all times from and after the Effective Date until the Closing, and in the case of SECTIONS 4.06 and 4.09 for the period set forth therein, Parent and the Company will, and Parent will cause the Company to, comply with all covenants and provisions of this ARTICLE IV, except to the extent Purchaser may otherwise consent in writing.
Covenants of the Company and Parent. The Company and Parent covenant and agree with Purchaser that, at all times from and after the Effective Date until the Closing, and in the case of SECTIONS 4.06, 4.11 and 4.12 for the period set forth therein, Parent and the Company will, and Parent will cause the Company to, comply with all covenants and provisions of this ARTICLE IV, except to the extent creation or imposition of any Lien upon Purchaser or ACI or any of their respective assets or properties under, any Contract or License to which Purchaser or ACI is a party or by which any of their respective assets and properties is bound.
Covenants of the Company and Parent. (a) Advice of Changes. Each party shall confer on a regular and frequent basis with the other with respect to its business and operations and other matters relevant to the Merger, and shall promptly advise the other, orally and in writing, of any change, matter or event, including, without limitation, any complaint, investigation or hearing by any Governmental or Regulatory Authority (or communication indicating the same may be contemplated) or the institution or threat of litigation, (i) having, or which, insofar as can be reasonably foreseen, could have, a material adverse effect on the Company or Parent, as the case may be, and its Subsidiaries taken as a whole or on the ability of the Company or Parent, as the case may be, to consummate the transactions contemplated hereby or (ii) which, if existing or known at the date of this Agreement, would have been required to be set forth or described in the Company Disclosure Letter or the Parent Disclosure Letter, as the case may be; provided that no party shall be required to make any disclosure to the extent such disclosure would constitute a violation of any applicable law.
Covenants of the Company and Parent. At all times from the date of this Agreement until its termination, the Company and Parent covenant and agree as follows;
(a) to maintain the Leases in good condition, free and clear of all liens, pledges, mortgages, security interests, conditional sales contracts, charges, hypothecations, or monetary encumbrances whatsoever other than those that may exist under the considerations listed above in Section 2;
(b) not to dispose of the Leases or cause or suffer any other lien, claim or other encumbrance to be placed on or against the Leases for the duration of this Agreement;
(c) not to, without the prior written agreement of Optionee, take any action that would negatively affect the Company’s corporate existence in accordance with good financial and business standards and practices;
(d) maintain existing insurance and the amount and types of coverage consistent with past practices; and
(e) immediately notify Optionee of the occurrence or possible occurrence of any litigation, arbitration, or administrative proceedings relating to or otherwise affecting the Leases.
