Merger Agreement Covenants. 23 Section 6.2 Changes in Business.........................................23 Section 6.3
Merger Agreement Covenants. The covenants and agreements of the Borrower set forth in the first sentence of Section 7.01(a) and Sections 7.01(a)(i), (iii), (iv) (other than acquisitions made solely for Equity Securities of the Borrower), (vii), (viii), (x)(B), (xi), (xiii), (xiv) as it relates to clause (ix) of Section 3.18 of the Merger Agreement (provided that the Borrower may consummate transactions of the type described in clause (B) of such Section 3.18(ix) without regard to the dollar limits referred to therein so long as such transactions (I) are on market terms, (II) do not extend for a period of greater than thirty-six months, (III) are only entered into after good faith consultations by the Borrower with the Lenders and (IV) are consummated at a cost per customer target not in excess of the amount previously disclosed to the Lenders (or, if lower, the cost per customer target then in effect)), and (xv) of the Merger Agreement are hereby incorporated herein by reference as of set forth at length and shall be covenants and agreements of the Borrower hereunder. To the extent there is a waiver under the Merger Agreement then there shall be deemed to be a waiver under this Agreement and, to the extent that matters are set forth in the CDnow Disclosure Letter, they shall be deemed to be set forth herein. For the avoidance of doubt, nothing contained herein shall derogate from the Borrower's obligations to comply with every covenant and agreement contained in the Merger Agreement during the term thereof in accordance with the terms thereof.
Merger Agreement Covenants. The Company hereby agrees to perform all its obligations set forth in the Merger Agreement as if such obligations were set forth herein in their entirety and such obligations are incorporated herein by reference.
Merger Agreement Covenants. 63 9.16 NYSE Listing ...................................................... 63 9.17 Issuance of Preferred Limited Voting Ordinary Shares; ASX Listing ........................................................... 63 9.18 Delivery of Merger Consideration .................................. 64 9.19 Blue Sky .......................................................... 64 9.20
Merger Agreement Covenants. The Purchaser, for itself and on behalf of Merger Sub, hereby covenants to GM as to each of the matters set forth in the covenants made by the Purchaser and Merger Sub in the Merger Agreement to the full extent therein as though such covenants were by the Purchaser, for itself and on behalf of Merger Sub, in this Agreement. The Purchaser hereby fully and unconditionally guarantees the timely payment, performance and discharge by Merger Sub of all of its obligations under the Merger Agreement to take place prior to the Merger Effective Time.
Merger Agreement Covenants. Borrower shall comply at all times with the covenants set forth in the Merger Agreement (including the covenants set forth in Section 5 thereof), each of which is hereby incorporated herein by this reference.
Merger Agreement Covenants. EchoStar hereby covenants to GM as to each of the matters set forth in the covenants made by EchoStar in the Merger Agreement to the full extent set forth therein as though such covenants were made by EchoStar to GM in this Agreement.
Merger Agreement Covenants. At all times prior to the earlier of (i) consummation of the Merger and (ii) termination of the Merger Agreement in accordance with its terms, the Company shall comply with all of its covenants set forth in the Merger Agreement.
Merger Agreement Covenants. Until the Closing Date, the Target and each Target Subsidiary hereby covenants to each Buyer such covenants set forth in the Merger Agreement as if such covenants were incorporated by reference into this Agreement, mutatis mutandis. For the avoidance of doubt, this Section 4(z)(ii) shall not relieve the Company and/or any of its Subsidiaries of any of its obligations pursuant to this Section 4 with respect to the Company and/or any of its Subsidiaries or any of their respective securities, as applicable.
Merger Agreement Covenants. Each of the Wendts agrees that -------------------------- the covenants contained in Section 7.14 and 7.18 of the Merger Agreement are incorporated herein as if set forth herein.
