Covenants of the Investors. Each Investor, severally and not jointly, covenants with the Company that:
Covenants of the Investors. Each Investor, severally and not jointly, covenants as follows.
Covenants of the Investors. Each Investor severally and not jointly and solely with respect to itself, covenants to each other Party that it will (each of which is a continuing covenant):
(i) upon reasonable request of the Debtors and within ten (10) days of such request, demonstrate to the Debtors’ reasonable satisfaction the financial capacity of such Investor to perform under this SRC Agreement, provided that each Debtor agrees to keep confidential, and not to disclose (or use for any purpose other than the reasons contemplated herein) any such financial capacity information without the prior written consent of such Investor;;
(ii) not file any pleading or take any other action in the Reorganization Court or otherwise that is inconsistent with the terms of this SRC Agreement or the Agreed Plan;
(iii) not be entitled to any fees, consideration or other value from any Debtor (or any Affiliate thereof) as a result of being an Investor, except as provided in this Agreement;
(iv) take all actions necessary in furtherance of the consummation of the Agreed Plan and the Rights Offering in accordance with this SRC Agreement.
Covenants of the Investors. Except as otherwise set forth below, each of the Investors covenants with each of the other parties hereto as follows:
Covenants of the Investors. Each Investor agrees that it will not, without the written consent of Alta California Partners III, L.P., effect or permit any person under the control of such Investor to effect any Series A-2 Consent (as defined herein) that would reasonably be expected to result in a Series A-2 Event (as defined herein). For purposes of this Agreement, (i) a “Series A-2 Event” means either (A) the automatic conversion into Common Stock of the outstanding shares of Series A-2 Preferred pursuant to Section 6(b) of the Company’s Certificate of Designation of Series A-2 Convertible Preferred Stock as filed with the Delaware Secretary of State (the “Certificate of Designation”) or (B) the waiver of the treatment of any specified transaction as a “Liquidation” pursuant to Section 4(b) of the Certificate of Designation, and (ii) a “Series A-2 Consent” shall mean the voting of shares of Series A-2 Preferred held by such Investor, the submission of any proxy with respect to the voting of Series A-2 Preferred held by such Investor, or the execution or delivery of any written consent with respect to any shares Series A-2 Preferred held by such Investor. Notwithstanding any other provision of this Agreement imposing restrictions on transfer, each Investor agrees that it will not sell, pledge, hypothecate, or otherwise transfer any shares of Series A-2 Preferred unless the transferee thereof agrees to be bound by the provisions of this Section 21. Each Investor acknowledges and agrees that it would be impossible to measure in money the damages that Alta may incur in the event such Investor fails to comply with its obligations under this Section 21, and in the event of such failure to comply, Alta will not have an adequate remedy at law for damages. Accordingly, with respect only to compliance with this Section 21, each Investor hereby agrees that injunctive relief or other equitable relief, in addition to remedies at law for damages, is the appropriate remedy for any such failure, and no Investor will oppose the granting of such relief on the basis that Alta has an adequate remedy at law.
Covenants of the Investors. Each Investor agrees (with respect to itself only) as follows:
(a) Releases. Concurrently with the execution of this Agreement, each of the Investors shall (and Whitehall shall cause GSMC and Xxxxxxx, Xxxxx & Co. ("GS") to) execute a release substantially in the form of Exhibit B.
Covenants of the Investors. Each Investor covenants and agrees with the Company and each other Investor that, from and after the date hereof and until the closing of a Qualified Public Offering:
Covenants of the Investors. Any request for registration made by the Investors pursuant to this Agreement shall express the Investors' present intention to offer such Registrable Securities for distribution and contain an undertaking to provide all such information and materials and take all such actions and execute all such documents as may be required in order to permit the Company to comply with all applicable requirements of the Securities and Exchange Commission ("Commission") and to obtain acceleration of the effective date of the Registration Statement.
Covenants of the Investors. Each of the Investors hereby agrees, severally and not jointly, with the Company as set forth in this Section 5.
Covenants of the Investors. Each of the Investors hereby agrees as follows:
(a) Such Investor shall (i) execute and deliver in accordance with Section 2(f) the Ancillary Documents to which it is a party and such other documents, certificates, agreements and other writings and (ii) take such other actions, in each case, as may be necessary or reasonably requested by the Company in order to consummate or implement expeditiously the Transactions in accordance with the terms of this Agreement and the Ancillary Documents.
(b) Upon the terms and subject to the conditions of this Agreement, such Investor will use its commercially reasonable efforts to take, or cause to be taken, all action, and to do, or cause to be done, all things necessary, proper or advisable consistent with applicable law to consummate and make effective in the most expeditious manner practicable the Transactions, including using commercially reasonable efforts to cause all conditions precedent hereunder to be satisfied.
(c) Such Investor shall use its commercially reasonable efforts to obtain all necessary consents, waivers, authorizations and approvals of all Governmental Authorities and of all other Persons, if any, required in connection with the execution, delivery and performance of this Agreement and the Ancillary Documents to which it is a party consistent with the agreements under Section 9.13 of the Master Disposition Agreement.
