Covenants of the Company and the Sellers. The Company and each of the Sellers hereby jointly and severally covenant and agree with the Buyer as follows:
Covenants of the Company and the Sellers. The Company and the Sellers covenant with the Underwriter as follows:
(a) The Sellers will promptly notify the Underwriter, and confirm the notice in writing, (i) of any amendment to the Registration Statement; (ii) of any request by the Commission for any amendment to the Registration Statement or any amendment or supplement to the Prospectus or for additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the initiation or threatening of any proceedings for that purpose; and (iv) of the receipt by either Seller of any notification with respect to the suspension of the qualification of the Certificates for sale in any jurisdiction or the initiation or threatening of any proceedings for that purpose. The Sellers will make every reasonable effort to prevent the issuance of any stop order and, if any stop order is issued, to obtain the lifting thereof at the earliest possible moment.
(b) The Sellers will give the Underwriter notice of their intention to file or prepare any amendment to the Registration Statement or any amendment or supplement to the Prospectus (including any revised prospectus which the Sellers propose for use by the Underwriter in connection with the offering of the Certificates which differs from the prospectus on file at the Commission at the time the Registration Statement becomes effective, whether or not such revised prospectus is required to be filed pursuant to Rule 424(b) of the 1933 Act Regulations), will furnish the Underwriter with copies of any such amendment or supplement a reasonable amount of time prior to such proposed filing or use, as the case may be, and, unless required by law to do so, will not file any such amendment or supplement or use any such prospectus to which the Underwriter or counsel for the Underwriter shall reasonably object.
(c) The Sellers will deliver to the Underwriter as many signed and as many conformed copies of the Registration Statement as originally filed and of each amendment thereto (in each case including exhibits filed therewith) as the Underwriter may reasonably request.
(d) The Sellers will furnish to the Underwriter, from time to time during the period when the Prospectus is required to be delivered under the 1933 Act or the Securities Exchange Act of 1934, as amended (the "1934 Act"), such number of copies of the Prospectus (as amended or supplemented) as the Underwriter may reasonably request for the purp...
Covenants of the Company and the Sellers. The Company and the Sellers covenant, jointly and severally, as follows:
6.1. The terms of the agreements currently in existence among the Company and its controlling shareholders and/or interested parties and/or companies in their control, as detailed in Section 2.18(a) and in Disclosure Schedule 2.18(a) shall not be amended to the detriment of the Company, for 5 years as of the Closing Date, provided, however, that this provision shall not apply to agreements between the Company and the HOT cable companies group.
6.2. By the Closing Date, the lease agreement for the Rishon Letzion property where the Company’s headquarters was supposed to move, shall be terminated, and the relocation to this property shall be canceled. If any penalty is imposed on the Company due to such termination, including by payment of future rent (for the purposes of this Section, the “Penalty”), the Sellers shall cover the Penalty by a deduction from the Consideration paid to the Sellers with respect to the Purchased Shares of 60% of the Penalty. Should the Company be required to pay the Penalty after the Closing Date and payment of the Consideration to the Sellers, the Sellers shall repay the Purchaser 60% of the Penalty within 7 days of its payment. This sum shall not be taken in to account for the purpose of the minimum amounts or restrictions set forth in Section 10 herein.
6.3. By the Closing Date, the Company’s financial statements for the years 2004 and 2005 shall be adjusted to US GAAP.
6.4. By and no later than August 20, 2006, the Company shall deliver to the Purchaser reviewed financial statements of the Group for the six months ended June 30, 2006 (the “Reviewed Statements”), which will fairly present the representations contained in Section 2.12 and which will demonstrate that the Group has accomplished its estimated revenues, EBITDA and EBIT as provided in Disclosure Schedule 2.12 hereto. If the Group fails to comply with the representation or estimates as stated above, the Purchaser shall have the right to terminate this Agreement, and none of the parties shall have any grievance toward the other. If the Purchaser does not exercise its right to terminate as set forth above, the revenues, EBITDA and EBIT in the Reviewed Statements shall be deemed to replace those disclosed in Section 2.12. Should it transpire that the Company’s actual results are lower than the figures contained in the Reviewed Statements with regard to revenues and/or EBITDA and/or EBIT for the relev...
Covenants of the Company and the Sellers. Until the Effective Date, except as otherwise consented to or approved by the Purchaser in writing, the Company and the Sellers agree that they shall act, or refrain from acting where required hereinafter, to comply (and in the case of the Sellers, to cause the Company to comply) with the following:
Covenants of the Company and the Sellers. The Company and the Sellers covenant and agree to perform, as applicable, as follows:
Covenants of the Company and the Sellers. Conduct of the Business. The Company and each Subsidiary will, and the Sellers will cause the Company and each Subsidiary to, comply with the following covenants prior to the Closing, unless otherwise approved in writing by the Purchaser. The Company and each Subsidiary will: maintain its legal existence; use all reasonable efforts to preserve the Business and its business organization intact, retain its licenses, permits, authorizations, franchises and certifications, and preserve the existing contracts and goodwill of its customers, suppliers, vendors, service providers, personnel and others having business relations with it; conduct its business only in the ordinary course (including without limitation the collection of receivables and the payment of payables and capital expenditures); and use all reasonable efforts to operate in such a manner as to assure that the representations and warranties of the Company and the Sellers set forth in this Agreement will be true and correct as of the Closing Date with the same force and effect as if such representations and warranties had been made on and as of the Closing Date. The Company and each Subsidiary will not: change its method of management or operations in any material respect; dispose, acquire or license any assets or properties or make any commitment to do so, other than in the ordinary course of business; incur any indebtedness for borrowed money, make any loans or advances, assume, guarantee or endorse or otherwise become responsible for the obligation of any other Person, or subject any of its properties or assets to any Lien, in each case other than in the ordinary course of business; modify, amend, cancel or terminate any Material Contract or any other existing agreement, contract or instrument material to the Company, any Subsidiary or the Business; make any change in the compensation paid or payable to any officer, director, manager, employee, agent, representative or consultant as shown or required to be shown on Schedule 3.21, or pay or agree to pay any bonus or similar payment (other than bonus payments or other amounts to which the Company or any Subsidiary is committed and which are expressly disclosed in this Agreement); promote, change the job title of, or otherwise alter in any material respect the responsibilities or duties of, any management employee or officer of the Company or any Subsidiary; enter into any contract or agreement (A) with respect to which the Company or any Subsidiary...
Covenants of the Company and the Sellers. The Company and each of the Sellers, jointly and severally (except Sections 6.9 and 6.11, which shall be several and not joint), covenant and agree with ICC as follows:
Covenants of the Company and the Sellers. Section 5.1 Conduct of Business of the Company 37 Section 5.2 Access 38 Section 5.3 No Solicitation of Competing Transaction 38 Section 5.4 Third Party Consents; Notices; Terminations 39 Section 5.5 280G Waivers and Consent. 40 Section 5.6 Repayment of Indebtedness; Acquisition Expenses 40 Section 5.7 FIRPTA Certificate 40 Section 5.8 State Takeover Statutes 41 Section 5.9 All Commercially Reasonable Efforts 41 Section 6.1 Confidentiality; Public Disclosure 41 Section 6.2 Notification of Certain Matters 42 Section 6.3 Tax Matters 42 Section 6.4 Cooperation and Assistance 44 Section 6.5 Indemnification of Company Board and Officers 44 Section 6.6 Rockefeller License 44 Section 7.1 Conditions of Obligations of the Sellers 44 Section 7.2 Conditions of Obligations of Purchaser 45
Covenants of the Company and the Sellers. The Company and the ---------------------------------------- Founders, jointly and severally, with respect to all matters set forth below, and NAV, severally, only with respect to those covenants and agreements applicable to NAV, covenant and agree that:
Covenants of the Company and the Sellers. 5.1 ACCESS AND INVESTIGATION Between the date of this Agreement and the Merger Closing Date, the Company and its Representatives will (a) afford Barnabus and its Representatives and prospective lenders and their Representatives (collectively, "Barnabus's Advisors") full and free access to the Company's personnel with due regard for the confidentiality of this Agreement, properties, contracts, books and records, and other documents and data, (b) furnish Barnabus and Barnabus's Advisors with copies of all such contracts, books and records, and other existing documents and data as Barnabus may reasonably request, and (c) furnish Barnabus and Barnabus's Advisors with such additional financial, operating, and other data and information as Barnabus may reasonably request.
