Post-Closing Covenants Clause Samples
POPULAR SAMPLE Copied 71 times
Post-Closing Covenants. The Company agrees and covenants as follows:
(i) To, within 30 days after the Closing Date, prepare and file the Shelf Registration Statement, which registration statement shall contain (except if otherwise required pursuant to written comments received from the Commission upon a review of such Registration Statement) a plan of distribution substantially similar to the “Plan of Distribution” section attached hereto as Exhibit C (which may be modified to respond to comments, if any, provided by the Commission);
(ii) use its best efforts, subject to receipt of necessary information from the Standby Purchaser, to cause the Commission to declare the Shelf Registration Statement effective not later than September 30, 2009;
(iii) To promptly prepare and file with the Commission such amendments and supplements to the Shelf Registration Statement and the prospectus used in connection therewith as may be necessary to keep the Shelf Registration Statement effective until the earlier of (A) three years from the effective date thereof, and (B) such time as the New Shares become eligible for resale by the Standby Purchaser without any volume limitations or other restrictions pursuant to Rule 144 under the Securities Act or any other rule of similar effect; provided that, for the avoidance of doubt, in no event shall the Company have any obligation to keep the Shelf Registration Statement effective after such time as all of the Shares have been sold pursuant to the Registration Statement or Rule 144;
(iv) To deliver to the Standby Purchaser a copy of the prospectus used in connection with the Shelf Registration Statement and to give the Standby Purchaser the opportunity to review and comment on any disclosure in the prospectus relating to the Standby Purchaser;
(v) To take all action reasonably necessary to maintain the listing of the New Shares on the NASDAQ Global Market;
(vi) To furnish to the Standby Purchaser with respect to the Shares registered under the Shelf Registration Statement (and to each underwriter, if any, of such Registrable Securities) such number of copies of prospectuses and such other documents as the Standby Purchaser may reasonably request, in order to facilitate the public sale or other disposition of all or any of the Share by the Standby Purchaser;
(vii) To all file documents required of the Company for normal Blue Sky clearance in states specified in writing by the Standby Purchaser; provided, however, that the Company shall not be required t...
Post-Closing Covenants. Except as otherwise agreed by the Administrative Agent in its reasonable discretion, the Borrower shall, and shall cause each of the other Loan Parties to, deliver each of the documents, instruments and agreements and take each of the actions set forth on Schedule 6.16 within the time periods set forth therein (or such longer time periods as determined by the Administrative Agent in its reasonable discretion).
Post-Closing Covenants. The Parties agree as follows with respect to the period following the Closing.
Post-Closing Covenants. The Borrower agrees to deliver, or cause to be delivered, to the Administrative Agent, the items described on Schedule 5.16 on the Effective Date by the times specified with respect to such items, or such later time as may be agreed to by the Administrative Agent in its sole discretion.
Post-Closing Covenants. The Parties agree that if at any time after the Closing any further action is necessary or desirable to carry out the purposes of this Agreement, each of the Parties will take such further action (including the execution and delivery of such further instruments and documents) as any other Party may reasonably request, all at the sole cost and expense of the requesting Party.
Post-Closing Covenants. The parties covenant to take the following actions after the Closing Date:
Post-Closing Covenants. The Parties agree as follows:
Post-Closing Covenants. The parties agree as follows with respect to the period following the Closing.
Post-Closing Covenants. (i) On or prior to five (5) calendar days after the Closing Date, Fourth Third LLC shall have duly executed and delivered to the Investor and the Company the intercreditor agreement and consent to the transactions contemplated hereby and under the Share Exchange Agreement each in a form reasonably acceptable to the Collateral Agent.
(ii) On or prior to five (5) calendar days after the Closing Date, (A) the Share Exchange shall have been consummated in accordance with the terms of the Share Exchange Agreement without any amendment, modification or waiver thereof (except with the prior written consent of the Collateral Agent), (B) PNG shall have appointed the individuals set forth on Table I of Schedule 1(h)(iii) to the offices set forth opposite their names on Table I of Schedule 1(h)(iii) attached hereto, (C) PNG shall have appointed the individuals set forth on Table II of Schedule 1(h)(iii) as directors of PNG and the Company shall have duly executed and delivered to the Investor that certain Voting Agreement and Irrevocable Proxies in the form attached hereto as Exhibit G and (D) the Investor PNG Note shall have been delivered to the Investor, duly executed on behalf of PNG and registered in the name of the Investor.
(iii) On or prior to five (5) calendar days after the Closing Date, in accordance with the terms of the Security Documents, the Company shall have delivered to the Collateral Agent (i) certificates representing the Company’s Subsidiaries’ shares of capital stock to the extent such subsidiary is a corporation or otherwise has certificated capital stock, along with duly executed blank stock powers and (ii) appropriate financing statements on Form UCC-I to be duly filed in such office or offices as may be necessary or, in the opinion of the Collateral Agent, desirable to perfect the security interests purported to be created by each Security Document.
(iv) On or prior to five (5) calendar days after the Closing Date, the Company shall have ordered from a nationally recognized lien search firm (such as CT), for delivery to the Investor, true copies of UCC search results, listing all effective financing statements which name as debtor the Company or any of its Subsidiaries filed in the prior five years to perfect an interest in any assets thereof, together with copies of such financing statements, none of which, except for Permitted Liens and as otherwise agreed in writing by the Investor, shall cover any of the Collateral (as defined in the Sec...
Post-Closing Covenants. The Loan Parties will execute and deliver the documents and complete the tasks set forth on Schedule 5.17, in each case within the time limits specified on such schedule (or such longer period as the Administrative Agent may agree in its sole discretion).