Covenants of the Seller and the Company. Each of the Seller and the Company covenant and agree with the Underwriters that:
A. The Seller and the Company will promptly advise each Underwriter and its counsel (i) when any amendment to the Registration Statement shall have become effective; (ii) of any request by the Commission for any amendment to the Registration Statement or the Prospectus or for any additional information; (iii) of the issuance by the Commission of any stop order suspending the effectiveness of the Registration Statement or the institution or threatening of any proceeding for that purpose; and (iv) of the receipt by the Seller or the Company of any notification with respect to the suspension of the qualification of the Offered Certificates for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose. Neither the Seller nor the Company will file any amendment to the Registration Statement or supplement to the Prospectus after the date hereof and prior to the Closing Date for the Offered Certificates unless the Seller and the Company have furnished each Underwriter and its counsel copies of such amendment or supplement for their review prior to filing and will not file any such proposed amendment or supplement to which such Underwriter reasonably objects, unless such filing is required by law. The Seller and the Company will use its best efforts to prevent the issuance of any stop order suspending the effectiveness of the Registration Statement and, if issued, to obtain as soon as possible the withdrawal thereof.
B. If, at any time during the period in which the Prospectus is required by law to be delivered, any event occurs as a result of which the Prospectus as then amended or 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 under which they were made, not misleading, or if it shall be necessary to amend or supplement the Prospectus to comply with the Act or the rules under the Act, the Seller and the Company will promptly prepare and file with the Commission, subject to Paragraph A of this Section 5, an amendment or supplement that will correct such statement or omission or an amendment that will effect such compliance and, if such amendment or supplement is required to be contained in a post-effective amendment to the Registration Statement, will use its best efforts to cause such amendment of the Registration Stat...
Covenants of the Seller and the Company. Seller hereby covenants and agrees as follows:
Covenants of the Seller and the Company. From and after December 31, 1995 until the Closing Date, each of the Seller and the Company agree that they shall act, or refrain from acting where so required, to comply (and in the case of the Seller, to cause the Company to comply) with the following:
Covenants of the Seller and the Company. Subject to the provisions of Section 4.14 hereof, from and after December 31, 1995 until the Closing Date, each of the Porters and the Company agree that they shall have acted and shall act, or refrain from acting where so required, to comply (and in the case of the Porters, to cause the Company to comply) with the following:
Covenants of the Seller and the Company. Subject to the provisions of Section 4.14 hereof, from and after December 31, 1997 until the Closing Date, the Seller and Ravenswood agree that they shall have acted and shall act, or refrain from acting where so required, to comply (and in the case of the Seller, to cause the Company to comply) with the following (the term "Company" as used in this Article IV shall mean and include Ravenswood, Telephone, Long Distance, Gemcell and any and all of their Affiliates):
Covenants of the Seller and the Company. Subject to the provisions of Section 4.14 hereof, from and after December 31, 1998 until the Closing Date, each of the Seller and the Company agree that they shall have acted and shall act, or refrain from acting where so required, to comply (and in the case of the Seller, to cause the Company to comply) with the following (the term "Company" as used in this Article IV shall mean and include Xxxxxx, Communications and any and all of their subsidiaries and Affiliates):
Covenants of the Seller and the Company. The Seller and the Members jointly and severally covenant and agree as set forth in this Section 6.
Covenants of the Seller and the Company. 11.1 Pre-Closing Conduct of the Transferred Business and the Company Except as contemplated by this Agreement or as otherwise consented to in writing by the Buyer, from Signing Date through the Closing:
11.1.1 The Seller and the Company shall:
(a) conduct the Business only in the ordinary course of business and consistent with the Latest Estimate; and
(b) use their best efforts to (i) preserve the present business operations, organisation (including officers and employees) and goodwill of the Business, (ii) preserve the present relationships with all Persons having business dealings with the Business (including customers and suppliers) and (iii) diligently and promptly pursue all consents, approvals and clearances necessary to satisfy the Closing Conditions set forth in Section 6.
11.1.2 Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement or with the prior written consent of the Parent, the Seller and the Company shall not (i) take any of the actions set forth in Section 8.11 or (ii) increase the compensation arrangements described in Section 8.16.1 of the Disclosure Letter with any Employee.
Covenants of the Seller and the Company. From the date of this Agreement and until the Closing Date, Seller and the Company covenant the following:
3.2.1 Seller will, to the best of its ability, preserve intact the assets of the Company.
3.2.2 Seller will not encumber or mortgage any right or interest in its C2 WELLNESS assets being sold to the Purchaser hereunder and will not transfer any rights to such assets to any third party whatsoever.
Covenants of the Seller and the Company. The Seller agrees, for itself and for the Company, that:
