Covenants of Xxxxxx. From the date of this Agreement until the Effective Time, or until such later date as may be expressly stipulated in any Section of this Article VI, Xxxxxx covenants and agrees to do the following:
Covenants of Xxxxxx. Xxxxxx hereby covenants and agrees that:
Covenants of Xxxxxx. The Borrowers covenant and agree that, so long as any Loan or Note is outstanding or any Bank has any obligations to make any Loans, Xxxxxx will comply with the following:
Covenants of Xxxxxx. Xxxxxx covenants and agrees with the Company as follows:
a. all of the representations and warranties set forth in Section 3 will be true and correct at the Closing Date notwithstanding any investigations or enquiries made by the Company prior to the Closing Date or the waiver of any condition by the Company;
b. that the following condition precedents will be complied with or satisfied prior to Closing:
i. no laws are passed prior to Closing that would adversely affect the Business or the right of the Company to the full enjoyment of the Assets or Business;
ii. no adverse condition or action affecting the Business or the Assets that would materially adversely affect or reduce the value of the Business or the Assets as a whole;
iii. no damage by fire, negligence, or otherwise to the Assets that materially affect the use of the Assets or the Business; and
iv. no court action prohibiting the purchase of the Purchase Shares or materially prohibiting or adversely affecting any right of the Company to carry on the Business;
c. at Closing Xxxxxx will have performed all of his obligations under this agreement that are required to be performed at or before Closing, and will not be in breach of any of those obligations; and
d. on the Closing Date Xxxxxx will, or will cause IBA Green to, perform and deliver each of the matters specified in Section 12 to be performed or delivered by or on behalf of Xxxxxx at Closing.
Covenants of Xxxxxx. Xxxxxx covenants and agrees with ONB and covenants and agrees to cause its Subsidiaries to act as follows (and ONB covenants and agrees with Monroe as follows):
Covenants of Xxxxxx. (a) Covenants Against Competition and Solicitation. XxXxxx agrees that he will not, for the Prohibited Period (as defined below), without the express written consent of Company, unless there has been a default by the Company under the Lease or the Note that has not been cured in the period of time allowed for cure in the Lease:
(i) Directly or indirectly, as a proprietor, officer, employee, partner, stockholder, consultant, agent, owner or otherwise, work for, render assistance or services to or otherwise participate in any business that competes with or engages in business substantially similar to the Business anywhere within the Prohibited Territory (as defined below);
(ii) Directly or indirectly, induce, hire or solicit or seek to induce, hire or solicit any person who was engaged with 3-D as an employee, agent, independent contractor or otherwise at any time within one year before the Closing Date to end his or her engagement or employment with Company; or
(iii) Either for himself or for any other person, firm, corporation or entity, solicit, divert or accept, or attempt to solicit, divert or accept any persons or entities which were customers or suppliers of 3-D at any time within one year before the Closing Date. For purposes of this Agreement, the “Prohibited Territory” means anywhere within a one thousand (1000) mile radius of each of 3-D’s locations (in Massillon and Cincinnati), unless that geographic restriction is deemed to be of unreasonably broad scope, and therefore unenforceable, by a court of competent jurisdiction, in which case the next sentence shall define the Prohibited Territory. The Prohibited Territory means anywhere within a five-hundred (500) mile radius of each of 3-D’s locations (in Massillon and Cincinnati), unless that geographic restriction is deemed to be of unreasonably broad scope, and therefore unenforceable, by a court of competent jurisdiction, in which case the next sentence shall define the Prohibited Territory. The Prohibited Territory means anywhere within a two-hundred-fifty (250) mile radius of each of 3-D’s locations (in Massillon and Cincinnati).
Covenants of Xxxxxx. Xxxxxx hereby covenants and agrees:
Covenants of Xxxxxx. (a) Xxxxxx covenants and agrees to duly, punctually and faithfully perform all the obligations to be performed by it under this Agreement. Xxxxxx further covenants and agrees that if required by any Applicable Securities Laws or the regulations, rules, policies of any stock exchange or other regulatory authority, Xxxxxx will assist the Corporation in filing a report of exempt distribution in prescribed form(s) with respect to the issuance of the Special Warrants.
(b) If at any time the Special Warrants are converted into Common Shares and Fibrek receives a Superior Proposal (prior to or after the Conversion Right is exercised by Xxxxxx) that results in the Termination Fee becoming payable pursuant to the Support Agreement, Xxxxxx covenants and agrees to tender or vote (or to cause any person holding the Common Shares received on the conversion of the Special Warrants to tender or vote) the Common Shares received on the conversion of the Special Warrants to or in favour of the Superior Proposal that triggered the payment of the Termination Fee provided that the Termination Fee has been paid, and:
(i) greater than 50.1% of the outstanding Common Shares on a fully-diluted basis (excluding any Common Shares held by Xxxxxx or any of its Affiliates) have been tendered to such Superior Proposal; or
(ii) greater than 50.1% of the votes cast by holders of Common Shares (excluding any Common Shares held by Xxxxxx or any of its Affiliates) who vote in person or by proxy on any resolution to approve such Superior Proposal have been voted in favour of such Superior Proposal, as the case may be. Notwithstanding any other provision set out in this Agreement, the covenant set out in this Subsection 6.2(b) shall survive the termination of this Agreement, the issuance of the Special Warrants and the issuance of the Common Shares on conversion of the Special Warrants.
(c) If at any time, the Special Warrants are converted into Common Shares and a Termination Fee Event, as defined under the Support Agreement, has occurred that results in the Termination Fee being paid pursuant to the terms and conditions of the Support Agreement, Xxxxxx covenants and agrees to pay to Fibrek an amount in cash equal to either (x) the Termination Fee paid to Xxxxxx pursuant to the terms and conditions of the Support Agreement in the event that the Special Warrant Profit actually received by Xxxxxx is equal to or exceeds such Termination Fee or (y) the Special Warrant Profit actually received by ...
Covenants of Xxxxxx. Subject to the terms of this Combination Agreement, Xxxxxx hereby covenants and agrees with SEMAFO as follows:
Covenants of Xxxxxx. Xxxxxx covenants that from and after the date hereof until the Cut-Off Date:
6.1. Xxxxxx shall vote or cause to be voted all shares of Common Stock of Dime from time to time owned by it or its Subsidiaries for their own account (the "Subject Shares") in accordance with the recommendations of Dime's Board of Directors or, if the Board of Directors makes no recommendation on a matter, in proportion with the votes casts by other stockholders thereto (provided that Xxxxxx may at any time dispose of all or any part of the Subject Shares prior to a vote).
6.2. If Xxxxxx elects to dispose of all or a substantial part of the Subject Shares (whether under Section 6.1 or otherwise), Xxxxxx shall notify Dime of its election orally, with a faxed confirmation, before 10:00 A.M. on any business day and pursuant to such notice such shares first shall be offered to Dime for purchase at the closing price of Dime's Common Stock on the New York Stock Exchange on the day before giving such notice for a period ending at 10:00 A.M. on the business day after giving such notice. Dime shall promptly respond orally and via fax as to whether it accepts the offer (and if no fax is received by Xxxxxx from Dime by 10:00 A.M. of the business day after giving such notice, Xxxxxx shall thereafter be free to dispose of the Subject Shares). If Dime Elects to purchase the Subject Shares, it shall notify Xxxxxx by 10:00 A.M. of the business day after Xxxxxx gives such notice and pay for such shares by wire transfer within 2 business days of giving Xxxxxx notice it will purchase the shares.
6.3. Within 48 hours prior to the Expiration Fee Payment Date, if an Expiration Fee Payment is due, Xxxxxx shall deliver to Dime a letter regarding its compliance in all material respects with its covenants contained in this Article 6.
