COVENANTS OF XXXXXX-XXXXXXX Sample Clauses

COVENANTS OF XXXXXX-XXXXXXX. During the period from the date of this Agreement and continuing until the Effective Time, Xxxxxx-Xxxxxxx agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement, the Xxxxxx-Xxxxxxx Disclosure Schedule or as required by a Governmental Entity of competent jurisdiction or to the extent that Pfizer shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed):
Sample 1
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COVENANTS OF XXXXXX-XXXXXXX a. Xxxxxx Xxxxxxx agrees with respect to the Annual Meeting, and until the conclusion thereof, that neither Pirate Group nor any of its controlled Affiliates or Associates shall, except as expressly provided in this Agreement, directly or indirectly, in a single transaction or series of related transactions, with respect to the Company: (i) propose, initiate, support or participate in any “solicitation” (as such term is used in Regulations 14A and 14C under the Exchange Act, but without giving effect to any “exempt solicitation” or permitted communications contemplated thereunder, including as contemplated by Rule 14a-1(1)(2)(iv), Rule 14a-2(b)(2) or Rule 14a-12 under the Exchange Act) of proxies or consents for the nomination, election, appointment, removal, or confirmation in office of ADG’s directors, or relating to the size of the Board; actively encourage any person with respect to the voting of any Company securities in opposition to the Nominees; propose, initiate, support or participate in any solicitation of the Company’s stockholders regarding any (binding or precatory) stockholder proposals whether pursuant to Rule 14a-8 or Rule 14a-4 under the Exchange Act, or otherwise, or cause or actively encourage (or attempt to cause) any other Person to propose, initiate or support any such stockholder proposal; (ii) seek, propose, negotiate with or provide any confidential or non-public information to any other Person with respect to, or make any public statement or recommendation with respect to any: merger, consolidation, business combination, tender or exchange offer, sale or purchase of all or a material portion of the Company’s assets or securities, dissolution, liquidation, restructuring, recapitalization, or any similar transactions involving the Company; (iii) deposit any securities of the Company in any trust or subject any voting securities to any arrangement or agreement with respect to the voting of any such securities, in each case for the purpose of evading Section III.1.d hereof; (iv) make any demand or request pursuant to Section 220 of the Delaware General Corporation Law or Rules 14a-7 or 14d-5 under the Exchange Act, for any Company stockholder list, or any related material, or for the books and records of the Company; (v) initiate, participate in or have any discussions or communications, or enter into any arrangements, commitments, understandings, plans or agreements (whether written or oral) with, or advise, finance, assist, become ...
Sample 1
COVENANTS OF XXXXXX-XXXXXXX. (a) Ordinary Course . . . . . . . . . . . . 43 (b) Dividends; Changes in Share Capital . . 44 (c)
Sample 1
COVENANTS OF XXXXXX-XXXXXXX. During the period from the date of this Agreement and continuing until the Effective Time, Xxxxxx-Xxxxxxx agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement, the Stock Option Agreements or the Xxxxxx-Xxxxxxx Disclosure Schedule or as required by a Governmental Entity of competent jurisdiction or to the extent that AHP shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed):
Sample 1

Related to COVENANTS OF XXXXXX-XXXXXXX

  • Compliance with Xxxxxxxx-Xxxxx The Company and its subsidiaries and their respective officers and directors are in compliance in all material respects with the applicable provisions of the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act,” which term, as used herein, includes the rules and regulations of the Commission promulgated thereunder).

  • XX XXXXXXX XXXXXXX the parties hereof have caused this Agreement to be executed in duplicate on the day and year first above written.

  • Xxx Xxxxxxxx I certify that I am a legal United States citizen, or possess legal residency, or visitor status to be in the United States, and that I shall provide proof of said legal status if requested prior to or during any American Legion national-level ALB participation. I further understand that I shall be denied participation in any American Legion national-level youth programs if I refuse to comply with providing proof of said legal status, or are not legally in the United States. Player’s signature Player’s printed name Date I am a parent with legal custody or legal guardian of the above player and hereby consent and agree to the foregoing terms and provisions on the above player’s behalf. Parent’s or legal guardian’s signature Parent's or legal guardian's printed name Player’s name (first, middle, last) Parent’s home address (street address, city, state, ZIP) Parent’s telephone number Emergency contact person & phone number Medical Insurance Policy # Family physician & phone number High school attended Year of graduation School enrollment (grades 10, 11, 12) Player’s email address Player’s Birth Date (Month/Year) Primary position Player’s height Player’s weight

  • Xxx Xxxxxxx If the Parties do not agree on an Adjudicator the Adjudicator will be appointed by the Arbitration Foundation of Southern Africa (AFSA).

  • Xx Xxxxxx No waiver or modification of this Agreement or any of its terms is valid or enforceable unless reduced to writing and signed by the party who is alleged to have waived its rights or to have agreed to a modification.

  • Xxx Xxxxxxxxx At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also available at the Bureau’s website. Users must consult the relevant provisions of the FCRA for details about their obligations under the FCRA. The first section of this summary sets forth the responsibilities imposed by the FCRA on all users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types of information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA describing your duties as a furnisher.

  • Xxxx Xxxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 6 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

  • Sxxxxxxx-Xxxxx The Company is, or on the Closing Date will be, in material compliance with the provisions of the Sxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder and related or similar rules or regulations promulgated by any governmental or self-regulatory entity or agency, that are applicable to it as of the date hereof.

  • Xxxx Xxxxxxxxx Secondary Contact Title 3 Secondary Contact Email Secondary Contact Phone 5 Secondary Contact Fax Secondary Contact Mobile 1 Administration Fee Contact Name 8 Administration Fee Contact Email 1 Administration Fee Contact Phone 2 0

  • Xxxx Xxxxxxx Purchase Order and Sales Contact Email 2 Purchase Order and Sales Contact Phone 2 3 Company Website 4 Entity D/B/A's and Assumed Names 5 Primary Address 2 Primary Address City 7 Primary Address State 2 8 Primary Address Zip 9 Search Words Identifying Vendor Certification of Vendor Residency (Required by the State of Texas)

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