Further Covenants and Agreements. The parties expressly acknowledge and further covenant and agree as follows:
Further Covenants and Agreements. (a) The Company and the Selling Stockholders each represent and agree that, without the prior consent of the Representatives (such consent not to be unreasonably withheld), it has not made and will not make any offer relating to the Shares that would constitute a free writing prospectus as defined in Rule 405 under the Securities Act; and each Underwriter represents and agrees that, without the prior consent of the Company, the Selling Stockholders and the Representatives (such consent not to be unreasonably withheld), it has not made and will not make any offer relating to the Securities that would constitute a free writing prospectus. Any such free writing prospectus the use of which has been consented to by the Company, the Selling Stockholders and the Representatives is listed on Schedule II(a) hereto and is referred hereafter as a "PERMITTED FREE WRITING PROSPECTUS".
Further Covenants and Agreements. Each Seller severally covenants and agrees that from and after the date of this Agreement through the Closing Date as relates to it, it will comply, and as relates to the Joint Venture or Harriscope, it will cause the Joint Venture or Harriscope, as the case may be, to comply, with the following provisions.
Further Covenants and Agreements. 30 Section 6.1. Covenants of the Sellers Pending the Closing . . . 30 Section 6.2. Covenants of Buyer and SEi Pending the Closing . . 31 Section 6.3. Filings . . . . . . . . . . . . . . . . . . . . . . 32 Section 6.4. Effective Time of Closing and Transfer . . . . . . 32 Section 6.5. Announcements . . . . . . . . . . . . . . . . . . . 32 Section 6.6. Costs and Expenses . . . . . . . . . . . . . . . . 33 Section 6.7. Further Assurances . . . . . . . . . . . . . . . . 32 Section 6.8. Certain Agreements . . . . . . . . . . . . . . . . 33 Section 6.9. Non-Disclosure; Covenant Not to Compete . . . . . . 34 Section 6.10. Pooling of Interests . . . . . . . . . . . . . . . 35 Section 6.11. Exclusive Dealing. . . . . . . . . . . . . . . . . 35 Section 6.12. Release of Bromkamp Guarantee . . . . . . . . . . . 35 Section 6.13. Purchase of Coplon Investment . . . . . . . . . . . 35
Further Covenants and Agreements. 25 Section 6.1. Covenants of the Seller Pending the Closing . . . . 25
Further Covenants and Agreements. (a) Oroplata further agrees it shall: (i) use its best efforts to file the Form S-1 with the SEC within 30 days of the Effective Date, except that in the event the OTCQB Application is not approved within 30 days of the Effective Date, then use its best efforts to file the Form S-1 with the SEC within three business days of the date the OTCQB Application is approved; and (ii) use its best efforts to have the Form S-1 declared effective within 180 days of the Execution Date (the “Form S-1 Deadline”). At the sole option of Tangiers, failure to comply with the Form S-1 Deadline will result in the termination of this Agreement and void all effects of this Agreement.
Further Covenants and Agreements. [ Purposefully Omitted]
Further Covenants and Agreements. 26 Section 7.1 Management of the Companies ....................................................................26 Section 7.2 Shareholders Agreement Controls ................................................................26 Article VIII. Confidentiality....................................................................................27 Section 8.1 General ........................................................................................27 Section 8.2 Disclosure Required by Law or Court Order ......................................................28 Section 8.3 Use of Confidential Information ................................................................28
Further Covenants and Agreements. Seller hereby covenants and agrees that, from and after the date hereof and to and including the Closing Date (or the date this Agreement is terminated), it will perform and comply with each of the following covenants and agreements:
