Further Covenants of the Company Sample Clauses

Further Covenants of the Company. The Company further covenants to and agrees with the Placement Agent as follows:

Further Covenants of the Company. The Company covenants with the several Underwriters as follows: (a) The Company will cause the Registration Statement and any amendment thereof, if not effective at the time and date that this Agreement is executed and delivered by the parties hereto, to become effective as promptly as possible (other than any Rule 462(b) Registration Statement to be filed by the Company, which if filed after the effectiveness of this Agreement will become effective no later than 5:30 P.M., New York City time, on the date of this Agreement); it will notify Capital West, promptly after it shall receive notice thereof, of the time when the Registration Statement or any subsequent amendment to the Registration Statement has become effective or any supplement to the Prospectus has been filed and if the Company is required to file a Rule 462(b) Registration Statement after the effectiveness of this Agreement, when the Rule 462(b) Registration Statement has become effective; if the Company omitted information from the Registration Statement at the time it was originally declared effective in reliance upon Rule 430A(a) of the Rules and Regulations, the Company will provide evidence satisfactory to Capital West that the Prospectus contains such information and has been filed, within the time period prescribed, with the Commission pursuant to subparagraph (1) or (4) of Rule 424(b) of the Rules and Regulations or as part of a post-effective amendment to such Registration Statement as originally declared effective which is declared effective by the Commission; if for any reason the filing of the final form of Prospectus is required under Rule 424(b)(3) of the Rules and Regulations, it will provide evidence satisfactory to Capital West that the Prospectus contains such information and has been filed with the Commission within the time period prescribed; it will notify Capital West promptly of any request by the Commission for the amending or supplementing of the Registration Statement or Prospectus or for additional information; promptly upon Capital West request, it will prepare and file with the Commission any amendments or supplements to the Registration Statement or Prospectus which, in the opinion of counsel for the several Underwriters, may be necessary or advisable in connection with the distribution of the Shares by the Underwriters; it will promptly prepare and file with the Commission, and promptly notify Capital West of the filing of, any amendments or supplements to the Re...

Further Covenants of the Company. The Company further covenants and agrees with each Agent as follows:

Further Covenants of the Company. The Company hereby agrees as follows:

Further Covenants of the Company. The Company hereby covenants and agrees that: (a) If, at any time prior to the Final Closing, any event shall occur that does or may materially affect the Company or as a result of which it might become necessary to amend or supplement the Memorandum so that the representations and warranties herein remain true, or in case it shall, in the reasonable opinion of counsel to the Placement Agent, be necessary to amend or supplement the Memorandum to comply with Regulation D or any other applicable securities laws or regulations, the Company will promptly notify the Placement Agent and shall prepare and furnish to the Placement Agent copies of appropriate amendments and/or supplements in such quantities as the Placement Agent may reasonably request. The Company will not at any time, whether before or after the Final Closing, prepare or use any amendment or supplement to the Memorandum of which the Placement Agent will not previously have been advised and furnished with a copy, or to which the Placement Agent or its counsel will have reasonably objected in writing or orally (confirmed in writing within 24 hours), or which is not in compliance in all material respects with the Securities Act and other applicable securities laws. As soon as the Company is advised thereof, the Company will advise the Placement Agent and its counsel, and confirm the advice in writing, of any order preventing or suspending the use of the Memorandum, or the suspension of the qualification or registration of the Units for offering or the suspension of any exemption for such qualification or registration of the Units for offering in any jurisdiction, or of the institution or threatened institution of any proceedings for any of such purposes, and the Company will use its best efforts to prevent the issuance of any such order, judgment or decree, and, if issued, to obtain as soon as reasonably possible the lifting thereof. (b) The Company shall comply with the Securities Act, the Regulations, the 1934 Act, all applicable state securities laws and the rules and regulations promulgated thereunder in the states in which the Units are to be offered and in which the Company's counsel has advised the Placement Agent that the Units are qualified or registered for sale or exempt from such qualification or registration, so as to permit the continuance of the sales of the Units, and will file with the SEC, and shall promptly thereafter forward to the Placement Agent any and all reports on Form D as...

Further Covenants of the Company. (1) The Company shall make a public announcement of the Closing of the Offering by filing with the SEC a Current Report on Form 8-K and issuing a press release within the time periods required under the federal securities laws. (2) The Company shall not publicly disclose the name of any Purchaser, or include the name of any Purchaser in any filing or press release without the prior written consent of such Purchaser, unless otherwise required by law. The Purchaser consents to the disclosure of its name and details of its purchase in a subsequent registration statement. The Company shall not, and shall cause each of its officers, directors, employees and agents to not, knowingly provide any Purchaser with any material nonpublic information regarding the Company from and after the issuance of the above referenced filings and press release without the express written consent of such Purchaser. (3) The Company shall use its commercially reasonable efforts to maintain the listing eligibility of the Company Common Stock for quotation on the OTCBB unless it lists its shares for trading on an alternative stock exchange including at least one in the United States.

Further Covenants of the Company. The Company covenants with each Underwriter as follows:

Further Covenants of the Company. So long as this Agreement remains in effect or the Company shall have any obligations hereunder, Company hereby covenants and agrees with Issuer as follows:

Further Covenants of the Company. The Company hereby agrees as set forth below in this Section 7. (a) The Company must at all times reserve and keep available, solely for issuance and delivery upon the exercise of the Warrants, all Warrant Shares from time to time issuable upon the exercise of the Warrants. (b) All of the Warrant Shares delivered upon the exercise of the Warrants and payment of the Exercise Price (including for this purpose by a net exercise of Warrants as permitted by Section 4(c)) will be validly issued, fully paid and nonassessable; each Holder of a Warrant will receive good and marketable title to the Warrant Shares, free and clear of all voting and other trust arrangements, preemptive rights, liens, charges, claims, encumbrances or rights of third parties of any type or description; and the Company will at or before the time of issuance, have paid all taxes, if any, in respect of the issuance thereof. (c) Subject to Section 3(a) hereof, upon surrender for exchange of any Warrant to the Company, the Company at its expense will promptly issue and deliver to the Holder thereof a new Warrant or Warrants of like tenor, in the name of such Holder, calling in the aggregate for the number of Warrant Shares called by the Warrants so surrendered for exchange. (d) Upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction or mutilation of Warrants and, in the case of any such loss, theft or destruction, upon delivery of an indemnity agreement by the Warrant Holder reasonably satisfactory in form and amount to the Company or, in the case of any such mutilation, upon surrender by the Holder and cancellation of such Warrants, the Company at its expense will execute and deliver, in lieu thereof, new Warrants of like tenor and amount. (e) During the term of the Warrants, the Company must use its best efforts to keep current in the filing of all forms and other materials which it may be required to file with the appropriate regulatory authority pursuant to the Exchange Act and the rules and regulations thereunder and all other forms and reports required to be filed with any regulatory authority having jurisdiction over the Company. The Company must also take such further action as any Holder may reasonably request, all to the extent required from time to time to enable the Holder to sell the Holder's Warrant Shares (x) without registration under the Securities Act and (y) under Rule 144 or any similar rule or regulation hereafter adopted by the Com...

Further Covenants of the Company. Section 5.01