COVENANTS OF THE COMPANY AND SELLERS. The Company and each Seller agree that:
COVENANTS OF THE COMPANY AND SELLERS. The Company and each Seller agree that:
6.01. Conduct of the Company in the Ordinary Course. From the date hereof --------------------------------------------- until the Closing Date, the Company shall and the Sellers will make reasonable efforts to ensure that the Company shall conduct its business in the ordinary course consistent with past practices and to use its best efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, the Company will not, unless at the written direction of the Buyer:
(a) adopt or propose any change in its corporate charter or bylaws;
(b) merge or consolidate with any other Person or acquire a material amount of assets of any other Person;
(c) sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practices;
(d) effect any direct or indirect redemption, purchase or other acquisition of any Company Securities, or declare, set aside or pay any dividend or make any other distribution of assets of any kind whatsoever with respect to any Company Securities;
(e) issue any Company Securities except upon the exercise or conversion of any Options or Warrants; or
(f) agree or commit to do any of the foregoing. The Company and Sellers will not (i) take or agree or commit to take any action that would make any representation and warranty of the Company or Sellers under this Agreement on the date of its execution and delivery inaccurate in any respect at, or as of any time prior to, the Closing Date or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
COVENANTS OF THE COMPANY AND SELLERS. SECTION 6.1 Pre-Closing Covenants 30 SECTION 6.2 Competing Acquisition Proposals 32 SECTION 6.3 Proxy Statement; Stockholder Approval 32 SECTION 6.4 Voting Agreement 33 SECTION 6.5 Risk of Loss and Casualty 33 SECTION 6.6 Non-Competition and Non-Solicitation 34 SECTION 6.7 Litigation Support 35 SECTION 6.8 Release 35 SECTION 6.9 Confidentiality 36
COVENANTS OF THE COMPANY AND SELLERS. Each of the Company, the Subsidiaries and Sellers hereby, jointly and severally, agrees to keep, perform and fully discharge the following covenants and agreements:
COVENANTS OF THE COMPANY AND SELLERS. 29 STOCK PURCHASE AGREEMENT
COVENANTS OF THE COMPANY AND SELLERS. The Company and Sellers agree that:
COVENANTS OF THE COMPANY AND SELLERS. 29 6.01. Pre-Closing Operations ....................................................................29 6.02. Access ....................................................................................31 6.03. Interim Financials ........................................................................32 6.04. Transfer Taxes ............................................................................32 6.05. Broker's or Finder's Fees .................................................................32 6.06.
COVENANTS OF THE COMPANY AND SELLERS. From the date of this Agreement until the earlier of the Closing or termination of this Agreement , (i) the Company covenants and agrees that, and (ii) each Seller agrees that he, she or it shall take all commercially reasonable steps to ensure that:
COVENANTS OF THE COMPANY AND SELLERS. 26 6.01 Conduct of the Business...........................................26 6.02
COVENANTS OF THE COMPANY AND SELLERS
