Post Closing Covenant of the Company Sample Clauses

Post Closing Covenant of the Company. The Company covenants and agrees that it use its best commercial efforts to convert the promissory notes held by certain existing note holders into shares of the Company's common stock on the same terms as those shareholders who recently converted their notes into shares of the Company's common stock.
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Post Closing Covenant of the Company. Until the earlier of (i) the date upon which Bay City Fund and its affiliates beneficially own 75% or less of the shares of Purchased Common Stock that Bay City Fund purchases hereunder or (ii) four (4) years from the Closing, the Company's senior management will recommend that its Board of Directors and Nominating Committee (if any) use its best efforts, subject to fiduciary obligations to the Company's stockholders based on advice of legal counsel, to (i) nominate and include in the Company proxy statement a representative designated by Bay City Capital LLC ("BAY CITY") as a Class II director of the Company's Board of Directors at each annual meeting of stockholders of the Company where the class of which such designee is a member is up for election, and (ii) in the event that any such designee shall resign or be removed as a director for any reason during the period that this Section 6.1 is in effect, fill the vacancy resulting thereby by a designee of Bay City. The Company shall provide all rights and benefits of indemnity to such designee as are provided such other outside directors.
Sample 1
Post Closing Covenant of the Company. Until the earlier of (i) the date upon which Bay City Fund and its affiliates beneficially own 75% or less of the shares of Purchased Common Stock that Bay City Fund purchases hereunder or (ii) four (4) years from the Closing, the Company shall, subject to the fiduciary obligations of the Board of Directors to the Company's stockholders based on advice of legal counsel, (i) nominate and include in the Company proxy statement a representative designated by Bay City Capital LLC ("BAY CITY") as a Class II director of the Company's Board of Directors at each annual meeting of stockholders of the Company where the class of which such designee is a member is up for election, and (ii) in the event that any such designee shall resign or be removed as a director for any reason during the period that this Section 6.1 is in effect, fill the vacancy resulting thereby by a designee of Bay City. The Company shall provide all rights and benefits of indemnity to such designee as are provided such other outside directors.
Sample 1

Related to Post Closing Covenant of the Company

  • Post-Closing Covenants The Parties agree as follows with respect to the period following the Closing.

  • Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.

  • Closing Covenants The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Certain Post Closing Covenants In addition to the covenants contained in other sections of this Agreement, the Seller hereby covenants and agrees as follows:

  • PRE-CLOSING COVENANTS OF SELLER Seller hereby covenants and agrees that, between the date hereof and the Closing, it will comply with the provisions of this Article IV, except to the extent Purchaser may otherwise consent in writing.

  • PRE-CLOSING COVENANTS The Parties agree as follows with respect to the period between the execution of this Agreement and the Closing.

  • Affirmative Covenants of the Seller Parties Until the date on which the Aggregate Unpaids have been indefeasibly paid in full and this Agreement terminates in accordance with its terms, each Seller Party hereby covenants, as to itself, as set forth below:

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to:

  • Post-Closing Covenants and Agreements Buyer and Seller covenant and agree from and after the Closing Date to perform or take the following actions:

  • Further Assurances and Post-Closing Covenants (a) Promptly upon reasonable request by the Administrative Agent or the Collateral Agent (i) correct any material defect or error that may be discovered in the execution, acknowledgment, filing or recordation of any Collateral Document or other document or instrument relating to any Collateral, and (ii) do, execute, acknowledge, deliver, record, re-record, file, re-file, register and re-register any and all such further acts, deeds, certificates, assurances and other instruments as the Administrative Agent or the Collateral Agent may reasonably request from time to time in order to carry out more effectively the purposes of this Agreement and the Collateral Documents.

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