Obligations of Shareholder. (a) The Shareholder agrees that it will offer and sell Shares in compliance with all applicable state and federal securities laws. Specifically, without limitation, the Shareholder agrees as follows:
(i) The Shareholder agrees not to use any prospectus (as that term is defined under the Securities Act) for the purpose of offering or selling the Shares to the public except for the Prospectus, as the same may be supplemented and amended from time to time.
(ii) Neither the Shareholder nor any affiliate of the Shareholder shall engage in any practice which would violate Rule 10b-6 promulgated under the Securities Exchange Act of 1934 ("Exchange Act").
(iii) Neither the Shareholder nor any affiliate of the Shareholder shall solicit purchases of Common Stock to facilitate the distribution of Shares in violation of Rule 10b-2 promulgated under the Exchange Act.
(iv) Neither the Shareholder nor any affiliate of the Shareholder shall effect any stabilizing transactions to facilitate the offer and sale of Shares to the public in violation of Rule 10b-7 promulgated under the Exchange Act. RRA-3 4
(b) The Shareholder agrees to promptly notify the Company as and when any Shares are sold and when the Shareholder elects to terminate all further offers and sales of Shares pursuant to the Registration Statement. The Shareholder acknowledges that any Shares which have not been sold within two years after the Termination Date of the Offering or any earlier termination of the distribution of the Shares will be removed from registration by means of a post-effective amendment to the Registration Statement.
(c) It shall be a condition precedent to the obligations of the Company to take any action with respect to registering the Shares that the Shareholder furnish the Company in writing such information regarding the Shareholder, the Shares and other securities of the Company held by the Shareholder, and the distribution of such Shares as the Company may from time to time reasonably request in writing. If the Shareholder refuses to provide the Company with any of such information on the grounds that it is not necessary to include such information in the Registration Statement, the Company may exclude the Shareholder's Shares from the Registration Statement if the Company provides the Shareholder with an opinion of counsel to the effect that such information must be included in the Registration Statement and the Shareholder thereafter continues to withhold such information. The Sh...
Obligations of Shareholder. The Shareholder must:
(a) comply with all of the Work Obligations;
(b) take all reasonable steps to cause the tradespersons carrying out the work to comply with the Work Obligations;
(c) prior to the Works being commenced, grant the Company or its agent access to the location of the Works to carry out a dilapidation report should it wish in its sole discretion to do so; and
(d) prior to the works being commenced, obtain all necessary approvals, authorisations, licenses and permits as are required at law from any consent authority or regulatory authority(including but not limited to Woollahra Municipal Council).
Obligations of Shareholder. Shareholder agrees that from the consummation of the Merger until June 30, 2019 (the “Relevant Period”), neither Shareholder nor any of its Affiliates or Associates (as such term is defined in Rule 12b-2 under the Exchange Act) under its control will, and Shareholder will cause each of its Affiliates and Associates under its control not to, directly or indirectly, in any manner: (1) purchase or cause to be purchased or otherwise acquire or agree to acquire beneficial ownership of any shares of Parent Common Stock or other securities issued by Parent, or any securities convertible into or exchangeable for Parent Common Stock, other than those shares of Parent Common Stock that Shareholder receives as consideration for its Shares in the Merger; (2) seek, or encourage any person, to submit nominations, engage in any solicitation of proxies or consents or become a “participant” in a “solicitation” (as such terms are defined in Regulation 14A under the Exchange Act) of proxies or consents, in each case, in furtherance of a “contested solicitation” for the election or removal of directors with respect to Parent or seek, encourage or take any other action with respect to the election or removal of any directors; (3) otherwise act, alone or in concert with others, to seek control or influence, in any manner, the management, board of directors or policies of Parent; or (4) take any actions that question the validity or effectiveness of Parent’s shareholder rights plan or any securities that may be issued pursuant thereto, or seek to cause any person, court or regulatory body to “cease trade” or otherwise restrict the operation of such plan; provided, that if the Merger is not consummated, then Shareholder shall not be required to comply with its obligations set forth in this Section 4.06.
Obligations of Shareholder. Shareholder, on behalf of new management of MediQuip, unconditionally agree: (i) to refrain from the issuance of any securities pursuant to a registration statement on Form S-8 for a period of 12 months from and after the Effective Time (ii) not to change the number of issued or outstanding shares of capital stock of MediQuip by a stock split, stock dividend, combination, reclassification, reverse stock split, combination or reclassification of shares or other similar event for a period of 12 months from and after the Effective Time, and except as a condition to a listing of common stock on a national exchange, in which event the limitation period will be 6 months (iii) not to issue any equity securities to any person, firm or corporation for any purpose whatsoever for consideration less than the fair market value applicable to the nature of the transaction of such securities, and (iv) not to file a registration statement with the Securities and Exchange Commission on Form SB-2 or other similar form covering secondary offering of and class of equity securities prior to the expiration of 6 months from and after the Effective Time.
Obligations of Shareholder. Shareholder shall be jointly and severally liable with the Company to the Buyer in respect of (i) the Company's obligations under Section 1.11 (a) and (b) (relating to trade receivables and defective inventory), (ii) unpaid payroll taxes, unpaid sales taxes, unpaid employee benefits, (iii) [omitted], (iv) the non-compete provisions of Section 7.4; (v) the no-shop provision in Section 9.2(e); and (v) the Company's indemnification obligations in respect of the foregoing. Shareholder shall also be subject to the liabilities expressly assumed by him in Section 7.4. In addition, Shareholder is an affiliate of the landlord under the Real Estate Leases. At the closing, Shareholder will cause the respective landlords under such leases to execute and deliver modifications to such leases as follows, and Buyer will enter into such leases as so modified:
1. Landlord will represent that the intended use is consistent with the a valid CO or a preexisting legal non-conforming use and does not violate or prohibit zoning or other ordinances and governmental requirements, and that that all plumbing electrical and HVAC is in good condition and working order, and to the best of landlord's knowledge there are no outstanding violations of record.
Obligations of Shareholder. MADE ON BEHALF OF EAGLE OMNI will i) timely perform all obligations of Eagle listed on SCHEDULE 6.08 hereof for which Shareholder is personally liable, and ii) pay in full all such loans within eight (8) weeks from the Closing Date. Further, OMNI will fully perform the obligations of Shareholder in connection with (i) the Commercial Lease between Xxxxxxxxxx Family (Landlord) and Xxxxxxx Xxxx Xxxxxx (Tenant and Guarantor) as to Eagle's office lease at 00000 Xxxxxxx Xxxxxxx, Xxxxxxx, Xxxxx, which expires November 30, 2000, and (ii) the Apartment Lease Contract dated February 25, 1998 between Eagle Surveys and Xxx Xxxxxx (Tenant) and Xxxxx Crossing (Landlord) as to 0000 Xxxxx Xxxx, Apt. 1908, Houston, Texas, which expires on August 31, 1998. Also, OMNI will use its best efforts to have each of the above referenced leases assigned to OMNI and to have Shareholder's personal guarantees of such leases released.
Obligations of Shareholder a. At least fourteen (14) days prior to the first anticipated filing date of the Registration Statement, or any amendments thereto, the Company shall notify each Shareholder in writing of the information the Company requires from each such Shareholder if such Shareholder elects to have any of such his Registrable Securities included in the Registration Statement. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of a particular Shareholder that such Shareholder shall furnish to the Company such information regarding it, the Registrable Securities held by him and the intended method of disposition of the Registrable Securities held by him as shall be reasonably required to effect the registration of such Registrable Securities and shall execute such documents in connection with such registration as the Company may reasonably request.
b. Each Shareholder by such Shareholder's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of the Registration Statement(s) hereunder, unless such Shareholder has notified the Company in writing of such Shareholder's election to exclude all of such Shareholder's Registrable Securities from the Registration Statement.
c. In the event Shareholders holding a majority of the Registrable Securities being registered determine to engage the services of an underwriter, each Shareholder agrees to enter into and perform such Shareholder's obligations under an underwriting agreement, in usual and customary form, including, without limitation, customary indemnification and contribution obligations, with the managing underwriter of such offering and take such other actions as are reasonably required in order to expedite or facilitate the disposition of the Registrable Securities, unless such Shareholder notifies the Company in writing of such Shareholder's election to exclude all of such Shareholder's Registrable Securities from the Registration Statement(s).
d. Each Shareholder agrees that, upon receipt of any notice from the Company of the happening of any event of the kind described in Section 3(e), such Shareholder will immediately discontinue disposition of Registrable Securities pursuant to the Registration Statement(s) covering such Registrable Securities until such Shareholder's receipt of the copies of th...
Obligations of Shareholder. Subject to the limitations of Sections --------------------------
Obligations of Shareholder. If the Company elects to effectuate a public registration of any shares of Common Stock held by Shareholder, Shareholder shall provide to the Company, in a timely fashion, any and all information required by state and federal securities laws to be included int he registration statement or any related documents, including any information requested by the Company. Furthermore, Shareholder shall review any and all materials transmitted to Shareholder by the Company concerning the registration of Shareholder's Common Stock and Shareholder immediately shall advise the Company in writing of any misstatement or omission, in such materials.
Obligations of Shareholder. It shall be a condition precedent to the obligations of the Company to complete the registration pursuant to this Agreement with respect to the Registrable Securities of the Shareholder that:
(a) Shareholder by such Shareholder's acceptance of the Registrable Securities agrees to cooperate with the Company as reasonably requested by the Company in connection with the preparation and filing of any Registration Statement hereunder, unless the Shareholder has notified the Company in writing of Shareholder's election to exclude all of Shareholder's Registrable Securities from such Registration Statement.
(b) Shareholder shall furnish to the Company such information regarding the Shareholder, the Registrable Securities held by Shareholder and the intended method of disposition of the Registrable Securities held by Shareholder as shall be reasonably required to effect the registration of such Registrable Securities and the Shareholder shall execute such documents in connection with such registration as the Company may reasonably request.
