Other Company Obligations. The Company will (a) obtain a cold comfort letter from the Company’s independent public accountants, and any other accountants whose opinions are included in such registration statement, in customary form and covering such matters of the type customarily covered by cold comfort letters as the Selling Holders owning a majority of the Registrable Shares included in a registration reasonably request, but only in connection with an underwritten offering in which such a cold comfort letter is required by the underwriters; (b) make available to its security holders, as soon as reasonably practicable, an earnings statement covering the period of at least twelve months beginning with the first full calendar month after the effective date of such registration statement, which earnings statement will satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder, and promptly furnish to each Selling Holder a copy of any amendment or supplement to such registration statement or prospectus; (c) obtain an opinion of the Company and any other counsel reasonably requested by the Selling Holders owning a majority of the Registrable Shares included in a registration in customary form and covering such matters of the type customarily covered by opinions of counsel as such Selling Holders reasonably request, but only in connection with an underwritten offering in which such an opinion is required by the underwriters; (d) deliver promptly to the Selling Holders’ counsel and each underwriter, if any, participating in the offering of the Registrable Shares, copies of all correspondence between the Commission and the Company, its counsel or auditors and all memoranda relating to (and allow the Selling Holders’ counsel and any underwriters counsel to participate in) discussions with the Exchange Commission or its staff with respect to such registration statement; and (e) make available its employees and personnel and otherwise provide reasonable assistance to the underwriters (including by participating in meetings, drafting sessions, due diligence sessions and road shows) in their marketing of Registrable Shares in connection with an underwritten offering, but only to the extent such availability and assistance is requested by the underwriters.
Other Company Obligations. (i) Following termination of Executive’s employment and for so long as Executive holds equity in the Company or any of its subsidiaries, the Company will make its senior executives and other personnel as appropriate available to Executive on a reasonable basis in order to consult with Executive respect to (i) any post-termination issues and (ii) Executive’s equity holdings in the Company and/or its subsidiaries.
(ii) Following termination of Executive’s employment and for so long as Executive holds equity in the Company or any of its subsidiaries, the Company will continue reimburse Executive, for up to 36 months following termination, for legal, accounting, tax and other advisory fees and expenses reasonably incurred by Executive in connection with his former employment and/or Executive’s ownership of equity in the Company and Shift4 Payments, LLC other than with respect to any dispute between Executive and the Company.
Other Company Obligations. (a) The Company agrees to obtain its own legal counsel, independent of the Investor’s legal counsel, with respect to the subject transaction.
(b) The Company shall promptly provide South Fork with all relevant information about the Company that shall be reasonably requested or required by South Fork, which information shall be complete and accurate in all material respects, to the best knowledge of Company, at the time furnished.
(c) The Company agrees to furnish all information and documents to potential Investors and otherwise take all actions necessary to comply with all applicable federal and state securities laws and other applicable laws. The Company will not make any presentation, statement, or warrant in any instrument or document executed or furnished in connection with a proposed financing, which contains or will contain any untrue statement of material fact, or omits to state a material fact which is necessary to make the statements and information contained in such instrument or document not misleading. South Fork shall be under no obligation to make an independent appraisal of assets or an investigation or inquiry as to any information regarding, or any representations of, any other participant in a Financing, and shall have no liability with regard thereto. The Company acknowledges and agrees that South Fork will be using and relying upon such information supplied by the Company and its officers, agents and others and any other publicly available information concerning the Company without any independent investigation or verification thereof or independent appraisal by South Fork of the Company or its business or assets.
Other Company Obligations. The provisions of this Article VII shall in no way limit any rights or claims which the Employee may have by virtue of any other agreements entered into with the Company.
Other Company Obligations. In considerations of the obligations of MS hereunder, COMPANY also covenants that COMPANY recognizes that Network DDE and CLIPBOOK/CLIPSRV are components of Windows for Workgroups and as such COMPANY will not market or promote Network DDE and CLIPBOOK/CLIPSRV as a complete replacement for Windows for Workgroups. 6.
Other Company Obligations. (a) Advertising, Marketing and Promotion. The advertising, marketing and promotion of Products hereunder shall be Company's sole responsibility and at Company's sole cost and expense.
Other Company Obligations. The Executive and his immediate family shall continue to receive coverage under all health and welfare plans of the Company for a period of twenty-four (24) months expiring on June 5, 2011, pursuant to Section 8.1 of the Employment Agreement, with the Executive’s cost being no greater than the cost applicable to the Executive had he been an active, full-time employee of the Company during such time; provided, however, that to the extent that such coverage is provided for a period exceeding the period during which the Executive is entitled to continuation coverage under Section 4980B of the Internal Revenue Code of 1986, as amended (“COBRA Coverage”), the Company shall, commencing with the first month immediately following the expiration of the period the COBRA Coverage is available, reimburse the Executive, in accordance with the requirements of Treas. Reg. §1.409A-3(i)(1)(iv), the costs incurred by him in obtaining covered benefits for the remaining period during which such continued coverage is required to be provided pursuant to Section 8.1 of the Employment Agreement in excess of the cost applicable to the Executive had he been an active, full-time employee of the Company during such time.
Other Company Obligations. The Company hereby agrees, subject as expressly provided in this Agreement, to assume total responsibility for organising, managing and staging the Event including bearing all costs associated therewith and including without limitation an obligation to comply with the following obligations in relation to the Event.
Other Company Obligations. The following is added to the Schedule as Section 6.10:
Other Company Obligations. With a view to making available to the Optionee the benefits of Rule 144 promulgated under the 1933 Act and any other rule or regulation of the SEC that may at any time permit the Optionee to sell securities of the Company to the public without registration, the Company agrees to:
(1) use its best efforts to make and keep public information available, as those terms are understood and defined in Rule 144, at all times;
(2) use its best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act; and
(3) furnish to the Optionee, so long as he owns any Option Shares, forthwith upon request: (i) a written statement by the Company that it has complied with the reporting requirements of Rule 144, the 1933 Act and the 1934 Act; (ii) a copy of the most recent annual or quarterly report of the Company and such other reports and documents so filed by the Company; and (iii) such other information as may be reasonably requested in order to permit the Optionee to avail itself of any rule or regulation of the SEC or any state securities authority which permits the selling of any such securities without registration.
