COVENANTS OF XXXXXXXX Sample Clauses
COVENANTS OF XXXXXXXX. To induce Brandywine OP to enter into this Agreement and to purchase the Property, and to pay the Purchase Price therefor, Xxxxxxxx covenants and agrees to the following:
COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with --------------------- SyQuest as follows:
a. During any Restricted Period applicable to the Preferred Shares, the Warrant or the Converted Stock, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will:
(1) offer or sell such Preferred Shares, Warrant or Converted Stock other than in an Offshore Transaction;
(2) engage in any Directed Selling Efforts with respect to such Preferred Shares, Warrant or Converted Stock;
(3) offer or sell such Preferred Shares, Warrant or Converted Stock other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; or
(4) offer or sell such Preferred Shares, the Warrant or Converted Stock, to any U.S. Person or for the account or benefit of any U.S. Person.
b. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Preferred Shares, the Warrant or any Converted Stock other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom.
x. Xxxxxxxx will agree not to convert its Preferred Stock for a maximum period of 60 days following a successful public offering of the Common Stock in excess of $25 million in a single transaction, if all other convertible security holders are bound by the same restriction.
d. At the 1997 Annual Meeting of SyQuest's stockholders, Xxxxxxxx will vote all shares of Common Stock owned by Xxxxxxxx as of the applicable record date in favor of an increase in the authorized number of shares of Common Stock to 120,000,000.
COVENANTS OF XXXXXXXX. During the period from the date of this Agreement and continuing until the Effective Time, Xxxxxxxx agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement or Section 5.2 (including its subsections) of the Xxxxxxxx Disclosure Schedule):
COVENANTS OF XXXXXXXX. A Actions after Spin-Off and prior to Merger. ------- ----- -------- --- ----- -- ------
COVENANTS OF XXXXXXXX. To induce Brandywine OP to enter into this Agreement and to acquire the Assigned Partnership Interests and the Purchased Stock, and to pay the Purchase Price therefor, Xxxxxxxx and PPL, as applicable, covenant and agree to the following:
COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with Informix as follows:
a. During any Restricted Period applicable to the Initial Preferred Shares, the Option Preferred Shares or the Converted Stock issuable with respect thereto, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will:
(1) offer or sell such Initial Preferred Shares, Option Preferred Shares or Converted Stock other than in an Offshore Transaction;
(2) engage in any Directed Selling Efforts with respect to such Initial Preferred Shares, Option Preferred Shares or Converted Stock;
(3) offer or sell such Initial Preferred Shares, Option Preferred Shares or Converted Stock other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; or
(4) offer or sell such Initial Preferred Shares, Option Preferred Shares or Converted Stock, to any U.S. Person or for the account or benefit of any U.S. Person. The foregoing restriction shall not apply to the Initial Preferred Shares, the Option Preferred Shares or the Converted Stock issuable with respect thereto, if Section 7 is applicable or the offer or sale is made pursuant to registration under the Securities Act or an available exemption therefrom.
b. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Initial Preferred Shares, any Option Preferred Shares or any Converted Stock other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom.
c. Solely with respect to Joint Preferred Shares, if any, Xxxxxxxx hereby irrevocably waives for itself and its successors the benefit of the provision in the term the "Conversion Price" as defined in Section 4(E) of the Certificate of Designation that such Conversion Price shall not exceed $12.00.
COVENANTS OF XXXXXXXX. A Maintenance of Business until the Closing. ----------- -- -------- ----- --- -------
COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with SmarTalk as follows:
a. Neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will at any time offer or sell any Shares other than pursuant to registration under the Securities Act or pursuant to an available exemption therefrom.
x. Xxxxxxxx will provide SmarTalk with an opportunity to review and comment on its filings pursuant to Regulation 13D-G under the Exchange Act regarding this Agreement and the transactions contemplated hereby.
c. [RESERVED].
COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with the Company that:
(a) Neither Xxxxxxxx, nor any of its affiliates, will at any time offer or sell any Investment Securities other than pursuant to an effective registration statement under the Securities Act or pursuant to an available exemption therefrom.
(b) Neither Xxxxxxxx, nor any of its affiliates, shall engage an underwriter for an underwritten public offering of Common Shares, unless such underwriter shall be reasonably satisfactory to the Company.
COVENANTS OF XXXXXXXX. Xxxxxxxx hereby covenants and agrees with Ross as follows:
a. During any Restricted Period applicable to the Series C Convertible Preferred Stock (if any), the Warrants or the Shares, neither Xxxxxxxx nor any of its affiliates nor any person acting on its or their behalf will:
(1) offer or sell such Series C Convertible Preferred Stock (if any), Warrants or Shares other than in an Offshore Transaction (within the meaning of Regulation S);
(2) engage in any Directed Selling Efforts (within the meaning of Regulation S) with respect to such Series C Convertible Preferred Stock (if any), Warrants or Shares;
(3) offer or sell such Series C Convertible Preferred Stock (if any), Warrants or Shares other than: (A) in accordance with Rule 903 or Rule 904 of Regulation S; (B) pursuant to registration under the Securities Act or (C) pursuant to an available exemption therefrom; and
(4) offer or sell such Series C Convertible Preferred Stock (if any), Warrants or Shares to any U.S. person or for the account or benefit of any U.S. person.