Covenants of Usco Callco and Acquisitionco Sample Clauses

Covenants of Usco Callco and Acquisitionco. 2.1 Covenants of USCo and CallCo Regarding Exchangeable Shares So long as any Exchangeable Shares are outstanding, USCo, AcquisitionCo and CallCo each agree that: (a) USCo will not declare or pay any dividend on USCo Common Stock unless (i) USCo has sufficient assets, funds and other property available to permit the due declaration and payment in accordance with applicable law, of an equivalent per share dividend on all of the Exchangeable Shares; and (ii) AcquisitionCo shall simultaneously declare or pay, as the case may be, an equivalent dividend on the Exchangeable Shares; (b) AcquistionCo will declare simultaneously with the declaration of any dividend by USCo on USCo Common Stock, an equivalent per share dividend on the Exchangeable Shares (an “Equivalent Dividend”), and when such dividend is paid on the USCo Common Stock, AcquisitionCo will pay simultaneously therewith an Equivalent Dividend on the Exchangeable Shares, in each case in accordance with the Exchangeable Share Provisions; (c) USCo will advise AcquisitionCo sufficiently in advance of the declaration by USCo of any dividend on USCo Common Stock and take all such other actions as necessary, in cooperation with AcquisitionCo, to ensure that the Dividend Record Date for a dividend on the Exchangeable Shares shall be the same as the record date for the corresponding dividend on the USCo Common Stock for the determination of the holders of USCo Common Stock entitled to receive payment of, and the payment date for, any corresponding dividend declared on the USCo Common Stock, respectively; (d) USco will advance money to AcquisitionCo to pay Equivalent Dividends; (e) USCo and CallCo will take all such actions and do all such things as are necessary or desirable to enable and permit AcquisitionCo, in accordance with applicable law, to pay and otherwise perform its obligations with respect to the satisfaction of the Liquidation Price in respect of each issued and outstanding Exchangeable Share upon the liquidation, dissolution or winding-up of AcquisitionCo or any other distribution of the assets of AcquisitionCo for the purpose of winding-up its affairs, including without limitation all such actions and all such things as are necessary or desirable to enable and permit AcquisitionCo to cause to be delivered USCo Common Stock to holders of Exchangeable Shares in accordance with the provisions of Section 6 of the Share Provisions; (f) USCo and CallCo will take all such actions and do all such things...
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Covenants of Usco Callco and Acquisitionco 
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Related to Covenants of Usco Callco and Acquisitionco

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION SUB Parent and Acquisition Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND ACQUISITION Parent and Acquisition hereby represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUBSIDIARY Parent and Merger Subsidiary represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGER SUB Parent and Merger Sub represent and warrant to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF MERGER SUB Merger Sub represents and warrants to the Company as follows:

  • Representations and Warranties of the Company and the Operating Partnership The Company and the Operating Partnership hereby jointly and severally represent, warrant and covenant to each Underwriter, as of the date of this Agreement, as of the First Closing Date (as hereinafter defined) and as of each Option Closing Date (as hereinafter defined), if any, as follows:

  • REPRESENTATIONS AND WARRANTIES OF ACQUIROR AND MERGER SUB Acquiror and Merger Sub represent and warrant to the Company as follows:

  • Representations and Warranties of the Parent The Parent represents and warrants as follows to each Shareholder and the Company that, except as set forth in the reports, schedules, forms, statements and other documents filed by the Parent with the SEC and publicly available prior to the date of this Agreement (the “Parent SEC Documents”):

  • Representations and Warranties of the Executive The Executive represents and warrants to the Company as follows: (a) This Agreement, upon execution and delivery by the Executive, will be duly executed and delivered by the Executive and (assuming due execution and delivery hereof by the Company) will be the valid and binding obligation of the Executive enforceable against the Executive in accordance with its terms. (b) Neither the execution and delivery of this Agreement, the consummation of the transactions contemplated hereby nor the performance of this Agreement in accordance with its terms and conditions by the Executive (i) requires the approval or consent of any governmental body or of any other person or (ii) conflicts with or results in any breach or violation of, or constitutes (or with notice or lapse of time or both would constitute) a default under, any agreement, instrument, judgment, decree, order, statute, rule, permit or governmental regulation applicable to the Executive. Without limiting the generality of the foregoing, the Executive is not a party to any non-competition, non-solicitation, no hire or similar agreement that restricts in any way the Executive’s ability to engage in any business or to solicit or hire the employees of any person. The representations and warranties of the Executive contained in this Section 9 shall survive the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby.

  • REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB Parent and Sub represent and warrant to the Company as follows:

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