Covenants of the Grantee. The Grantee shall acquire the Option Shares for investment purposes only and not with a view to any distribution thereof in violation of the Securities Act, and shall not sell any Option Shares purchased pursuant to this Agreement except in compliance with the Securities Act.
Covenants of the Grantee. The Grantee covenants and agrees with the several Underwriters that:
(i) The Grantee will use commercially reasonable efforts to cause the Registration Statement, if not effective at the Execution Time, and any amendment thereto, to become effective. Prior to the termination of the offering of the Notes, the Grantee will not file any amendment of the Registration Statement or supplement (including the Final Prospectus or any Preliminary Final Prospectus) to the Basic Prospectus unless the Grantee has furnished you a copy for your review prior to filing and will not file any such proposed amendment or supplement to which you reasonably object. Subject to the foregoing sentence, the Grantee will cause the Final Prospectus, properly completed, and any supplement thereto to be filed with the SEC pursuant to the applicable paragraph of Rule 424(b) within the time period prescribed and will provide evidence satisfactory to the Representatives of such timely filing. The Grantee will promptly advise the Representatives (i) when the Registration Statement, if not effective at the Execution Time, and any amendment thereto, shall have become effective, (ii) when the Final Prospectus, and any supplement thereto, shall have been filed with the SEC pursuant to Rule 424(b), (iii) when, prior to termination of the offering of the Notes, any amendment to the Registration Statement shall have been filed or become effective, (iv) of any request by the SEC for any amendment of the Registration Statement or supplement to the Final Prospectus or for any additional information, (v) of the issuance by the SEC of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose and (vi) of the receipt by the Grantee of any notification with respect to the suspension of the qualification of the Notes for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. The Grantee will use commercially reasonable efforts to prevent the issuance of any such stop order and, if issued, to obtain as soon as possible the withdrawal thereof.
(ii) If, at any time when a prospectus relating to the Notes is required to be delivered under the Act, any event occurs as a result of which the Final Prospectus as then supplemented would include any untrue statement of a material fact or omit to state any material fact necessary to make the statements therein in the light of the circumstances u...
Covenants of the Grantee. 11 SECTION 4.01. Corporate Existence . . . . . . . . . . . . . . . . . . . 11 SECTION 4.02. No Liens. . . . . . . . . . . . . . . . . . . . . . . . . 11 SECTION 4.03. Delivery of Collections . . . . . . . . . . . . . . . . . 12 SECTION 4.04. Notice of Liens . . . . . . . . . . . . . . . . . . . . . 12 SECTION 4.05.
Covenants of the Grantee. 10 SECTION 4.01.
Covenants of the Grantee. The Grantee covenants as follows:
(a) Grantee will commence work on the Project no later than the Commencement Date set forth in Exhibit A, and will complete the Project on or before the Completion Date set forth in Exhibit A, provided that, at the request of the Grantee, such Commencement Date or Completion Date may be modified, in the discretion of the Authority, upon written approval of such modification by the Executive Director of the Authority or designee.
(b) Grantee will complete the Project as described in the Project Description attached hereto as Part of Exhibit A.
(c) Grantee will complete the Project in accordance with the Project Budget attached hereto as Exhibit B, provided that, at the request of the Grantee, such Project Budget may be modified, in the discretion of the Authority, upon written approval of such modifications by the Executive Director of the Authority or designee.
(d) Grantee will complete the Project in order to provide the benefits described under the heading “Housing Benefits to Low-Income Families” in Exhibit A.
(e) Grantee will comply with all Special Conditions as set forth in Exhibit A.
(f) The Grantee agrees that it shall maintain its existence as a corporation organized under the laws of the State of Iowa and shall not merge or consolidate with any other entity and shall not transfer or convey all or substantially all of its property, assets and licenses; provided, however, the Grantee may, without violating any provision hereof, consolidate with or merge into another entity or permit one or more other entities to consolidate with or merge into it, or transfer all or substantially all of its assets to another entity, but only on the condition that:
(i) the assignee entity or the entity resulting from or surviving such merger (if other than the Grantee) or consolidation or the entity to which such transfer is made expressly assumes in writing and agrees to perform all of the Grantee’s obligations hereunder;
(ii) the surviving entity shall preserve and keep in full force and effect all licenses and permits necessary to the proper conduct of its business;
(iii) the surviving entity will have a net worth at least equal to the net worth of the Grantee prior to the merger, consolidation or transfer; and
(iv) the surviving entity will be duly qualified and authorized to conduct business in the State of Iowa.
(g) Grantee shall not materially change the Project, abandon the Project, or allow the Project to be seized or operat...
Covenants of the Grantee. The Grantee shall:
Covenants of the Grantee. Grantee agrees that, in connection with an offering of the Company’s securities, including the Registrable Shares, Grantee (i) will furnish all information reasonably requested by the Company as related to the offering and (ii) will not effect any sale, disposition or distribution of the Registrable Shares (other than those included in the registration) without the prior written consent of the managing underwriter from such period of time (not to exceed 180 days) from the effective date of such registration as the Company or the underwriters may specify.
Covenants of the Grantee. The Grantee’s exercise of the Option shall be subject to the Grantee acknowledging and agreeing to the following at the time of such exercise:
(a) The Shares may not be sold or otherwise disposed of except in compliance with the Securities Act of 1933, as amended (the “Act”), and any applicable securities or “Blue Sky” laws of any state.
(b) The Shares will not be sold, hypothecated, transferred or otherwise disposed of by the Grantee in any manner, directly or indirectly, (i) without registration thereof under the Act and any applicable Blue Sky laws unless an exemption from such registration is available and, if the Corporation so requests, the Grantee causes counsel satisfactory to the Corporation to deliver to the Corporation a reasoned written opinion of such counsel in form and substance satisfactory to the Corporation; or (ii) in violation of any law.
(c) The certificate or certificates representing the Shares shall have an appropriate legend referring to the terms of this Option.
(d) The Grantee acknowledges that in the event of termination of his or her employment with the Corporation, his or her rights to exercise this Option are restricted as set forth in Section 3 above.
Covenants of the Grantee. The Grantee’s exercise of the Option shall be subject to the Grantee acknowledging and agreeing to the following at the time of such exercise:
(a) The Shares may not be sold or otherwise disposed of except in compliance with the Securities Act of 1933, as amended (the “Act”), and any applicable securities or “Blue Sky” laws of any state.
(b) The Shares will not be sold, hypothecated, transferred or otherwise disposed of by the Grantee in any manner, directly or indirectly, (i) without registration thereof under the Act and any applicable Blue Sky laws unless an exemption from such registration is available and, if the Corporation so requests, the Grantee causes counsel satisfactory to the Corporation to deliver to the Corporation a reasoned written opinion of such counsel in form and substance satisfactory to the Corporation; or (ii) in violation of any law; or (iii) in violation of the Stockholders’ Agreement or the Registration Rights Agreement.
(c) The certificate or certificates representing the Shares shall have an appropriate legend referring to the terms of this Option.
(d) The Grantee acknowledges that in the event of termination of his or her employment with the Corporation, his or her rights to exercise this Option are restricted as set forth in Section 3 above.
Covenants of the Grantee. The Grantee covenants with the Owner:
(a) to pay the annual fee as described in paragraph 5 at the address of the Owner set out above or at such other place as the Owner may specify under paragraph 13;
(b) to pay and discharge when due all applicable taxes, levies, charges and assessments now or hereafter assessed, levied or charged which relate to the Easement Area or any of the Grantee's improvements on the Easement Area, which the Grantee is liable to pay; *If space insufficient, enter "SEE SCHEDULE" and attach schedule in Form E (c) to observe, abide by and comply with all applicable laws, bylaws, orders, directions, ordinances and regulations of any competent government authority in any way affecting the Easement Area and improvements situate thereon, or their use and occupation;
