Other Covenants of the Company. The Company shall comply with the following covenants until the conversion of Investors' Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock into Common Stock:
Other Covenants of the Company. The Company covenants and agrees as follows (for so long as Purchaser is a Qualified Holder in the case of Sections 8.1, 8.2, 8.3 and 8.4):
Other Covenants of the Company. (a) The Company shall fulfill all necessary requirements and take all necessary action required to be taken by the Company to permit the creation, issuance and delivery by the Company of the Purchased Securities to the Investor as fully-paid and non-assessable Common Shares pursuant to an exemption from the prospectus requirements of applicable Securities Laws.
(b) Forthwith after Closing, the Company shall take all required action to satisfy the conditions set out in the conditional acceptance of the TSX for the listing of the Purchased Securities, and in any event within the time period prescribed by the TSX, to satisfy such conditions.
(c) During the Restricted Period, the Company shall not, and shall use its commercially reasonable efforts not to, issue from treasury, on a private placement basis, Common Shares (or other securities of the Company convertible or exchangeable into Common Shares) exceeding five percent (5%) of the Outstanding Common Shares to any Investor Competitor, other than pursuant to an Approved Change of Control Transaction, a public offering or if the Board determines, after consultation with its outside counsel, that the failure to do so would be inconsistent with its fiduciary duties.
Other Covenants of the Company. (a) During the period from the date of this Agreement until the Initial Closing Date, except as the Purchaser shall otherwise consent in writing, the Company shall, and shall cause its Subsidiaries to, conduct the Business in the ordinary course of business consistent with past practices and with good business practice.
(b) Without limiting the generality of Section 4.2(a), during the period from the date of this Agreement to the Initial Closing Date, except as the Purchaser shall otherwise consent in writing, such consent not to be unreasonably withheld, the Company shall not, and shall cause its Subsidiaries not to:
(A) enter into any transaction which, if effected before the date of this Agreement, would result in any inaccuracy in the representations or warranties or constitute a breach of any agreements of the Company contained in this Agreement;
(B) incur, create, assume or suffer to exist any Encumbrance with respect to any property or assets of the Company or any Subsidiary other than Permitted Encumbrances;
(C) declare or pay any dividends or transfer, sell or otherwise dispose of any material assets of the Company or any Subsidiary, except in the ordinary course of business consistent with past practice;
(D) issue or authorize the issuance of any securities of the Company or any Subsidiary (other than to the Company or another Subsidiary), other than Exempted Securities; or
(E) agree to take any of the foregoing actions.
(c) The Company shall promptly advise the Purchaser orally and, if then requested, in writing of any change, event, occurrence, condition, circumstance, effect, fact or development which, individually or in the aggregate, has had, will have or could reasonably be expected to have a Material Adverse Effect, or any inaccuracy in any representation or warranty or any breach of covenant of the Company contained in this Agreement.
(d) The Company shall ensure that the Company Proxy Statement complies in all material respects with Applicable Law, does not contain any misrepresentation regarding the Company and provides the Company's shareholders with sufficient information to permit them to form a reasoned judgment concerning the Transaction and the Shareholder Resolution. Without limiting the generality of the foregoing, the Company Proxy Statement must include: (i) a statement that the Company Board has unanimously determined that the entry into the Transaction Documents and consummation of the Transaction is in the best interests of...
Other Covenants of the Company. (a) Subject to Section 4.6(c), during the Interim Period, the Company shall promptly send to the Investor and its legal counsel copies of all material correspondence and filings to and material correspondence from any Governmental Body (including the TSX) relating to the transactions contemplated by this Agreement and shall also provide the Investor and its legal counsel with reasonable opportunity to review and comment on any response or material correspondence, and shall permit the Investor and its legal counsel to participate in any discussion with any Governmental Body (including the TSX).
(b) The Company shall fulfill all necessary requirements and take all necessary action required to be taken by the Company to permit the issuance and delivery by the Company of the Subscription Shares to the Investor pursuant to an exemption from the prospectus requirements of applicable Securities Laws based upon the representations and warranties provided by the Investor to the Company pursuant to this Agreement.
(c) During the Interim Period, the Company shall not, directly or indirectly, without the prior written consent of the Investor, such consent not to be unreasonably withheld, conditioned or delayed, take any action or omit to take action that (i) is intended to interfere with or frustrate the completion of the transactions contemplated by this Agreement or (ii) could reasonably be expected to interfere with or frustrate the completion of the transactions contemplated by this Agreement unless such action is taken or omitted by the Company for a bona fide business purpose after taking into account the interests of the Investor under this Agreement.
(d) In the event that the Company applies to list its Common Shares on the NYSE American stock exchange (the “NYSE Listing”) prior to or concurrently with Closing, the Company shall take all necessary steps in order to ensure that Closing of the transactions contemplated hereunder are not impaired, hindered or delayed as a result thereof. If the NYSE Listing is completed on or prior to Closing, (i) in respect of the Company, Section 3.1(d) shall be deemed to include an additional exception in respect of the listing of the Subscription Shares on the NYSE American stock exchange (“NYSE Approval”), and (ii) in respect of the Zijin Entities, Section 3.2(d) shall be deemed to include any additional required filings by the Zijin Entities in connection with the NYSE Approval.
Other Covenants of the Company. During the Pre-Effective Date Period, the Company shall:
(a) carry out the terms of the Interim Order and the Final Order applicable to it;
(b) provide Parent with a copy of any purported exercise of the Dissent Rights and written communications with any holders exercising or purporting to exercise Dissent Rights; and not settle or compromise any Dissent Rights claim brought by any holder of any of its securities in connection with the Transactions; and
(c) advise Parent as reasonably requested prior to the Meeting as to the aggregate tally of the proxies and votes received in respect of the Meeting and all matters to be considered at such meeting.
Other Covenants of the Company. (a) The Company agrees that in the event that it makes a public or private offering of its debt securities in exchange for cash, to the extent permitted by law the Company will, at the option of Borislow, utilize: (i) up to twenty percent (20%) of the net cash proceeds of that offering to the Company after payment of the expenses relating to the offering that are to be borne by the Company (the "Net Cash Proceeds") to repurchase at their then fair market value any convertible subordinated notes of the Company then owned of record and beneficially by Borislow, Trust II, or the Trust; and (ii) up to forty percent (40%) of the Net Cash Proceeds to repurchase at their then fair market value any convertible subordinated notes of the Company then owned of record and beneficially by Borislow, Trust II, or the Trust. Any repurchase under this Section 7(a) shall be made in the following order: first, from Borislow; second, from Trust II; and third, from the Trust. Notwithstanding the foregoing, this Section 7(a) shall not apply to any debt offering by the Company to a bank or financial institution or in a commercial context.
(b) Without the prior written consent of Borislow, which consent shall not be unreasonably withheld, the Company will not sell or agree to sell all or substantially all its assets or, except in the ordinary course of its business in a financing transaction, encumber all or substantially all of its assets, in one transaction or in a series of related transactions.
(c) Without the prior written consent of Borislow, which consent shall not be unreasonably withheld, the Company will not merge or consolidate with any other corporation, or agree to do so, will not acquire or agree to acquire any corporation or other business entity, or substantially all of the capital securities of any entity, or substantially all of the assets of any entity, in each case if the consideration paid therefor by the Company is material in nature. For this purpose, materiality shall be determined as provided in the rules and regulations promulgated under the Securities Act of 1933, as amended.
(d) For a period of eighteen (18) months commencing on the date hereof, the Company shall not make any offer or sale of its Common Stock unless and until Borislow has sold or otherwise disposed of all shares of Common Stock now held by him; provided, however, that this Section 8(d) shall not prohibit the Company from offering or selling shares of its Common Stock in connection with...
Other Covenants of the Company. Notwithstanding anything to the contrary, prior to the exercise of the Warrant (notwithstanding whether the Exercise Period has commenced) and, following the exercise of the Warrant, for so long as the Warrantholder holds any Common Stock, the Company shall not, without the prior written consent of the Warrantholder, (a) increase the authorized number of shares of Common Stock or other capital stock of the Company, (b) subdivide the outstanding Common Stock into a larger number of shares, or (c) authorize, designate or issue or obligate itself to issue, whether by reclassification or otherwise, any shares of Common Stock or other capital stock of the Company other than pursuant to the exercise of the Warrant.
Other Covenants of the Company. (a) The Company covenants to pay to each Purchaser in cash the Extension Fee with respect to any Notes held by such Purchaser that are subject to the Ownership Change Rollover Terms, on the date such terms become applicable.
(b) Between the date of this Agreement and the date of the closing of the Acquisition, the Company will promptly advise each Purchaser of any action or event of which it becomes aware which has the effect of rendering any of the Company's covenants hereunder incapable of performance.
(c) Immediately following the execution of this Agreement, the Company shall execute and deliver the Covanta Agreement.
(d) Between the date of this Agreement and the date of the closing of the Acquisition, the Company shall not amend the Covanta Agreement or waive any condition, representation or warranty of the Covanta Agreement without the Required Majority's prior written consent.
(e) The Company shall deliver to the Purchaser a certificate, dated at least 12 Business Days prior to the closing of the Acquisition, signed by the Chief Financial Officer of the Company, certifying on behalf of the Company that there has been no Event of Default pursuant to this Agreement as of such date.
(f) Prior to the closing of the Rights Offering, the Company shall use commercially reasonable efforts to cause all Common Stock issuable to the Purchasers hereunder to be approved for listing on AMEX, subject to issuance.
