Covenants of the Shareholders and the Company Sample Clauses

Covenants of the Shareholders and the Company. The Shareholders and the Company hereby covenant and agree with Acquiror:
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Covenants of the Shareholders and the Company. The Shareholders and --------------------------------------------- the Company shall have duly performed all of the covenants, acts and undertakings to be performed by them on or prior to the Closing Date and they shall deliver to Equifax certificates dated as of the Closing Date certifying to the fulfillment of this condition and the condition set forth in Section 8.1 hereof. Such certificates shall be deemed representations and warranties of the Shareholders and the Company hereunder.
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Covenants of the Shareholders and the Company a) For the period commencing on the date hereof and ending on the earlier of June 1, 2001 or the date six (6) months from the closing date of the Financing, each Shareholder, agreeing as to itself severally and not jointly, shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), consent to any Transfer of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any or all of the Subject Shares (or any interest therein) to any person and agrees not to commit or agree to take any of the foregoing actions or (ii) convert any shares of Series B Preferred held by the Shareholders into Common Stock pursuant to the terms and provisions of the Company's Certificate of Incorporation, as amended. Notwithstanding anything to the contrary contained herein, each Shareholder may, without the consent of the Company or any other person but so long as it is done in compliance with law, Transfer any or all of the Subject Shares (or any interest therein): (x) to one or more members of such Shareholder's family, any trust for the benefit of such Shareholder or one or more members of such Shareholder's family or any entity controlled by the Shareholder so long as the Transferee of such Subject Shares (or such interest therein) agrees to be bound by this Agreement; (y) in the event the Shareholder is a partnership or limited liability company, to its members or partners in distribution from the Shareholder in accordance with its governing documents so long as the Transferees of such Subject Share (or interest therein) agree to be bound by this Agreement or (z) to any Affiliate or partnership which is controlled by or under common control with the Shareholder or by or among any Tudor Entity. Notwithstanding the foregoing, the provisions of this Section 3(a) shall terminate if the Company has not consummated the Financing on or prior to January 31, 2001. For purposes hereof "Affiliate" shall mean, as to any Shareholder, any other person directly or indirectly controlling, controlled by, or under direct or indirect common control with the Shareholder and includes without limitation, (i) any person who is an officer, director, or direct or indirect beneficial holder of at least 5% of the then outstanding capital stock of the Shareholder and any of the Family Members of any such person, (ii) any person of which the Shareholder and/or its Affiliates...
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Covenants of the Shareholders and the Company. 7.1 Conduct of Business of the Company................................................ 35 7.2
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Covenants of the Shareholders and the Company. 7.1 Conduct of Business of the Company. Except as contemplated by this Agreement or as would not result in any liability (whether absolute, contingent or otherwise) of the Company or any of the Company Subsidiaries (other than amounts accrued as a current liability on the books and records to be used to prepare the Preliminary Closing Date Balance Sheet), during the period from May 3, 1999 to the Closing Date, the Company and each Company Subsidiary shall conduct its businesses and operations according to its ordinary course of business consistent with policies as currently in effect, including without limitation, pricing and discounting, preserve substantially intact its business organization and preserve its current relationships with customers, suppliers and other persons with which it has significant business relations. Without limiting the generality of the foregoing, prior to the Closing Date, except as otherwise expressly provided in this Agreement, as would not result in any liability to the Purchaser (other than amounts accrued as a current liability on the books and records to be used to prepare the Preliminary Closing Date Balance Sheet) or as previously consented to in writing by the Purchaser (which consent will not be unreasonably withheld or delayed), none of the Company nor any Company Subsidiary shall: (a) (i) create, incur or assume any long-term debt (including obligations in respect of capital leases), (ii) except in the ordinary course of business consistent with past practice, create, incur, assume, maintain or permit to exist any short-term debt; or (iii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; provided that the Company and the Company Subsidiaries may endorse negotiable instruments in the ordinary course of business and the Company may provide guarantees of the obligations of the Company Subsidiaries in the ordinary course of business consistent with past practice; (b) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, or redeem or otherwise acquire any shares of its capital stock, unless (i) after giving effect to such dividend or distribution, the Company Subsidiaries have sufficient working capital to comply with the working capital requirements then applicable of any automobile manufacturers from whom such Com...
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Covenants of the Shareholders and the Company. Each of the Shareholders and the Company hereby covenants and agrees that, during the term of this Agreement, he or it shall: (a) take no action and shall direct no Person to take any action that violates or could violate the FCPA, any Gaming Laws, or any Securities Laws; (b) retain full beneficial ownership of all legal and economic rights associated with his or its interest in the Company, as set forth in Article 4; (c) make all disclosures required of it to all relevant Gaming Authorities and Securities Authorities and cooperate with Xxxx International and its Affiliates to make any disclosures required of them to any relevant Gaming Authority or Securities Authority; (d) faithfully observe the restrictions on Transfers of interests in or portions of Shares set forth in Article 6; and (e) perform all obligations required of it under this Agreement.
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Covenants of the Shareholders and the Company 
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Related to Covenants of the Shareholders and the Company

  • Covenants of the Company and the Selling Shareholders The Company covenants with each Underwriter as follows:

  • Covenants of the Company and the Selling Stockholders The Company and each Selling Stockholder covenant with each Underwriter as follows:

  • COVENANTS OF PARENT AND THE COMPANY The parties hereto agree that:

  • Covenants of the Shareholders (a) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance with Section 10, it shall not take any action of any kind that may in any way adversely affect, by delay or otherwise, the likelihood of success of the Arrangement, and in furtherance and not in limitation of the foregoing, each Shareholder shall not, directly or indirectly: (i) option, sell, assign, transfer, dispose of, hypothecate, alienate, grant a security interest in, encumber in any way, tender to any offer or otherwise convey any Subject Shares or Convertible Securities or any right or interest therein or enter into any agreement to do any of the foregoing; (ii) grant or agree to grant any proxy or other right to the Subject Shares, or enter into any voting trust or pooling agreement or arrangement or otherwise relinquish or modify its right to vote any of the Subject Shares, or enter into or subject any of the Subject Shares to any other agreement, arrangement, understanding or commitment, formal or informal, with respect to or relating to the voting thereof; (iii) (A) make, solicit, assist, initiate, encourage, or otherwise facilitate (including by way of furnishing information or entering into any form of written or oral agreement, arrangement or understanding) any inquiries, proposals or offers from any person regarding any Acquisition Proposal, or (B) engage or participate in any discussions or negotiations regarding any Acquisition Proposal, or (C) otherwise co-operate in any way with, or assist or participate in or facilitate or encourage any effort or attempt by any other person to do or seek to do any of the foregoing; (iv) take any action of any kind, directly or indirectly, which may cause its representations or warranties hereunder to become untrue; or (v) take any action to encourage or assist any other person to do any of the prohibited acts referred to in this Section 4(a). (b) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until the termination of this Agreement in accordance Section 10, it shall: (i) (A) forthwith notify Symmetry and Acquisitionco, at first orally and then in writing, of all Acquisition Proposals currently under consideration and immediately cease and cause to be terminated any existing solicitations, encouraged activities, discussions or negotiations such Shareholder is engaged in with any person (other than Symmetry and Acquisitionco) with respect to or which could lead to any potential Acquisition Proposal from and after the date hereof, and (B) promptly (and in any event within 24 hours) notify Symmetry and Acquisitionco, at first orally and then in writing, of any inquiries, proposals or offers that such Shareholder receives or of which such Shareholder becomes aware, relating to, constituting or which such Shareholder reasonably believes could lead to an Acquisition Proposal, such notice to include a description of the terms and conditions of, and the identity of the person making, any proposal, inquiry or offer or any amendment thereto, and such other details of the proposal, inquiry or offer as Symmetry and Acquisitionco may reasonably request, including a copy thereof; and (ii) use its commercially reasonable efforts (which, for greater certainty, shall not include influencing the board of directors of the Company) to assist Symmetry and Acquisitionco to successfully complete the Arrangement, including co-operating with Symmetry and Acquisitionco in: (A) making all requisite regulatory filings and giving evidence in relation thereto; (B) meeting with prospective lenders and investors in presentations, meetings, road shows and due diligence sessions; and (C) providing investor relations support and communicating with the shareholders of both Symmetry and the Company; and (iii) perform all obligations required to by it under this Agreement and the Arrangement Agreement in order to consummate and make effective, as soon as reasonably practicable, the Transactions. (c) Each Shareholder agrees that, during the period commencing on the date hereof and continuing until 36 months following the Effective Time, none of such Shareholder, its affiliates (including any person that, directly or indirectly, through one or more intermediaries, controls, is controlled by or is under common control with such Shareholder) and its representatives (including any directors, officers, employees, financial advisors, or other agents) or any person not dealing at arms length (within the meaning of the Income Tax Act (Canada)) with any of the foregoing shall, directly or indirectly, in any manner, acquire or agree to acquire or make any offer or proposal to acquire any securities of Symmetry or any property deriving its value in whole or in part from securities of Symmetry. (d) Each Shareholder consents to the disclosure of the substance of this Agreement in any press release or any circular relating to the Arrangement and to the filing of this Agreement as may be required pursuant to applicable Law. (e) Each Shareholder (if such Shareholder is a corporation or trust) shall ensure that the officers, directors, trustees and employees of it and its subsidiaries (other than the Company and the Company Subsidiaries) and any financial advisors or other advisors or representatives retained by it are aware of the provisions of this Section 4, and it shall be responsible for any breach of this Section 4 by any such persons.

  • Covenants of the Company and the Operating Partnership The Company and the Operating Partnership, jointly and severally, covenant with each Underwriter as follows:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE SHAREHOLDERS The Company and the Shareholders hereby represent and warrant as follows:

  • Certain Agreements of the Company and the Selling Stockholders The Company agrees with the several Underwriters and the Selling Stockholders that:

  • REPRESENTATIONS AND WARRANTIES OF THE COMPANY AND THE STOCKHOLDERS 8 Section 4.01 By the Company and Each Stockholder..................... 8

  • Covenants of the Selling Shareholders Each Selling Shareholder, in addition to its other agreements and obligations hereunder, severally and not jointly, covenants with each Underwriter as follows: (a) Such Selling Shareholder agrees that (i) it will not prepare, or have prepared on its behalf, or use or refer to, any “free writing prospectus” (as defined in Rule 405 under the Securities Act), and (ii) it will not distribute any written materials in connection with the offer or sale of the Shares. (b) Not to take any action that would result in an Underwriter or the Company being required to file with the Commission pursuant to Rule 433(d) under the Securities Act a free writing prospectus prepared by or on behalf of the Underwriters that the Underwriters otherwise would not have been required to file thereunder. (c) During the period when delivery of a Prospectus (or, in lieu thereof, the notice referred to under Rule 173(a) under the Securities Act) is required under the Securities Act, such Selling Shareholder will advise the Underwriters promptly, and will confirm such advice in writing to the Underwriters, of any change in the information relating to such Selling Shareholder in the Registration Statement, the Time of Sale Prospectus or the Prospectus. (d) Such Selling Shareholder will not take, directly or indirectly, any action designed to cause or result in, or that has constituted or might reasonably be expected to constitute, the stabilization or manipulation of the price of any securities of the Company. (e) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a properly completed and executed United States Treasury Department Form W-8 or W-9 (or other applicable form or statement specified by Treasury Department regulations in lieu thereof). (f) Each of the Selling Shareholders agrees to deliver to the Underwriters prior to or at the Closing Date a certificate satisfying the beneficial ownership due diligence requirements of the Financial Crimes Enforcement Network (“FinCEN”) in form and substance reasonably satisfactory to the Underwriters.

  • Covenants of the Stockholders Each of the Stockholders hereby covenants and agrees that:

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