POST-CLOSING AFFIRMATIVE COVENANTS Sample Clauses
The Post-Closing Affirmative Covenants clause requires parties, typically the buyer or seller, to take certain positive actions after the closing of a transaction. These actions may include obligations such as maintaining business operations, providing access to records, or fulfilling ongoing reporting requirements. By specifying these post-closing duties, the clause ensures that important commitments are honored after the deal is finalized, thereby protecting the interests of the parties and supporting a smooth transition.
POST-CLOSING AFFIRMATIVE COVENANTS. The Company covenants and agrees with each Purchaser that so long as such Purchaser holds any Notes and until the principal amount of (and premium, if any, on) such Notes, and all interest, and other obligations hereunder in respect thereof (other than indemnity obligations that have not yet become due and payable), shall have been paid in full:
POST-CLOSING AFFIRMATIVE COVENANTS. (a) As promptly as practicable after the Closing, Contessa shall deliver notice of and hold a Special Meeting of Shareholders (the "Contessa Shareholder Meeting") in accordance with the DGCL and with the Exchange Act and all other applicable federal securities laws to transact the following business:
(i) To consider and vote upon a proposal to amend the Certificate of Incorporation of Contessa to change the name of Contessa to "Fullcomm Technologies, Inc." or to any other name to be approved by the shareholders of Contessa, in order to more accurately describe the new business of Contessa;
(ii) To elect Directors of Contessa for the ensuing year and until their successors shall have been elected and qualified; and
(iii) To consider and vote upon a proposal to adopt Contessa's 2000 Stock Plan;
(b) The Board of Directors of Contessa will nominate ▇▇▇▇▇▇▇ ▇. Case, ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇. ▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇. ▇▇▇▇▇▇▇ Tashenberg as management's slate of directors (the "Board Slate") for election at the Contessa Shareholder Meeting; and
(c) The Principal Stockholders will vote their shares in favor of the name change referred to above, in favor of the adoption of Contessa's 2000 Stock Plan and in favor of the election of the Board Slate at such Contessa Shareholder Meeting.
POST-CLOSING AFFIRMATIVE COVENANTS. The obligation of each Lender to make any Loans under the Credit Agreement at any time (or to extend any other credit hereunder) shall be subject to the fulfillment, in form and substance satisfactory to each Lender, of the post-closing covenants set forth below. Borrower shall satisfy each post-closing covenant set forth below within such covenant’s prescribed time period (unless extended by Agent in its sole discretion). Borrower’s failure to satisfy such covenant within the prescribed time period shall constitute an Event of Default under the Agreement.
(a) Within 30 days following the Fifth Amendment Effective Date, Borrower shall have provided evidence to Agent that the equipment lease agreements between Dell Financial Services and the Guarantors have been terminated and all Liens associated therewith have been properly released. It being understood and agreed that until the expiration of the prescribed time period, such equipment lease agreements shall be deemed to be Permitted Indebtedness and the associated Liens in favor Dell Financial Services shall be deemed to be Permitted Liens.
(b) Within 60 days following the Fifth Amendment Effective Date, the Guarantors shall have established their primary depository and treasury management relationships (including credit card accounts) with ▇▇▇▇▇ Fargo or one or more of its Affiliates and will maintain such depository and treasury management relationships at all times during the term of the Agreement.
(c) Within 60 days following the Fifth Amendment Effective Date, Borrower shall have provided evidence that the Deposit Account ending in *2603 maintained by Mangrove Employer Services, Inc. with American Chartered Bank (the “Mangrove Operating Account”) shall have been closed and all the funds therein shall have been moved to a Deposit Account maintained with ▇▇▇▇▇ Fargo or one or more of its Affiliates.
(d) No later than August 30, 2016, Borrower shall have provided evidence to Agent that the vehicle lease agreements assumed or acquired in connection with the Mangrove Acquisition shall have been terminated or properly assigned to a Person that is not a Loan Party. It being understood and agreed that until the expiration of the prescribed time period, such vehicle lease agreements shall be deemed to be Permitted Indebtedness and the associated Liens in favor of the applicable lessors shall be deemed to be Permitted Liens.
(e) Within 180 days following the Fifth Amendment Effective Date, Borrower shall have ...
POST-CLOSING AFFIRMATIVE COVENANTS. From and after the Closing, Clariti, GlobalFirst and CHH jointly and severally (hereinafter referred to as the "Covenantors") shall, to the extent not in contravention of (i) any applicable law, rule, regulation, court order, judgment, or decree, (ii) the certificate of incorporation of Clariti (until and unless the same is appropriately amended to allow such action by vote of its shareholders and all required corporate action under applicable law), (iii) any contract, agreement or instrument to which Clariti, GlobalFirst and CHH are parties or by which they or any of their properties are bound, or (iv) any fiduciary duties or legal duties of officers, directors or shareholders of Clariti to Clariti, to the minority shareholders of Clariti, or to others, take the following actions: