Post Closing Covenants and Obligations Sample Clauses

Post Closing Covenants and Obligations. (i) As soon as practicable after the date hereof, but in no event less than Ninety (90) Business Days after the Closing, the Company shall obtain such approval as may be required by the applicable rules and regulations of the NASDAQ Stock Market (or any successor entity) from the shareholders of the Company with respect to the transactions contemplated by the Transaction Documents, including the issuance of all of the Shares, the Preferred Shares and Warrant Shares in excess of 19.99% of the issued and outstanding Common Stock on the Closing Date. (ii) As soon as practicable after the date hereof, but in no event less than Ninety (90) Business Days after the Closing, the Board of Directors and the holders of a majority of the outstanding voting capital of the Company shall adopt and approve an amendment to the Company’s Articles of Incorporation in order to: (i) effectuate a reverse split of the Company’s outstanding Common Stock at a ratio of up to 10-for-1, with such ratio to be determined by the Board of Directors, in their sole discretion; (ii) authorize all of the Securities; (iii) adopt the Amended and Restated Articles of Incorporation and By-laws in the form of Exhibits I and J, respectively, annexed hereto; approve the reincorporation of the Company into the State of Delaware and (iv) authorize or adopt such other or additional actions as the Subscriber reasonably shall request in furtherance of the foregoing.
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Post Closing Covenants and Obligations. Section 7.1.
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Post Closing Covenants and Obligations. 16.1 The signatories to this Agreement shall co-operate with each other and execute and deliver to the other signatories such other instruments and documents and take such other actions as may be necessary or reasonably requested or required from time to time in order to effect an orderly hand-over of the Sale Assets and the assumption of the Sale Liabilities. 16.2 Without limiting the generality of the foregoing, the Purchaser shall do all such acts and sign all such additional documents as may be requested by the Conveyancers in order to timeously lodge the Security for registration at the Deeds Registry in Francistown.
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Post Closing Covenants and Obligations. In addition to the obligations of the Parties set forth in Sections 6 and 7, the Buyer and Seller agree as follows: (a) Buyer agrees that during the twelve month period after the Closing, the Buyer will have completed drilling and testing the HKE-1 bis Well or the GRB-1
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Post Closing Covenants and Obligations. OF THE PURCHASER 8.1 CHANGE OF COMPANY'S NAME. As soon as is reasonably practicable but in any event within 90 days after the Closing Date, the Purchaser will change the corporate name of the Company to a name which does not include the word "Sorex" or any word deceptively similar thereto. The Sellers acknowledge and agree that the name "Grifxxxx Xxxro Science" is not deceptively similar to the name "Sorex."
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Post Closing Covenants and Obligations 
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Related to Post Closing Covenants and Obligations

  • Covenants and Obligations The covenants and obligations of Seller in this Agreement shall have been performed in all material respects.

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

  • Closing Covenants The Purchaser agrees with the Vendor that after closing he:

  • Special Covenants and Agreements SECTION 5.1. COMPANY TO MAINTAIN ITS CORPORATE EXISTENCE; CONDITIONS UNDER WHICH EXCEPTIONS PERMITTED. The Company agrees that during the term of this Agreement, it will maintain its corporate existence and its good standing in the State, will not dissolve or otherwise dispose of all or substantially all of its assets and will not consolidate with or merge into another corporation unless the acquirer of its assets or the corporation with which it shall consolidate or into which it shall merge shall (i) be a corporation organized under the laws of one of the states of the United States of America, (ii) be qualified to do business in the State, and (iii) assume in writing all of the obligations of the Company under this Agreement and the Tax Agreement. Any transfer of all or substantially all of the Company's generation assets shall not be deemed to constitute a "disposition of all or substantially all of the Company's assets" within the meaning of the preceding paragraph. Any such transfer of the Company's generation assets shall not relieve the Company of any of its obligations under this Agreement. The Company hereby agrees that so long as any of the Bonds are insured by a Bond Insurance Policy issued by the Bond Insurer and the Bond Insurer shall not have failed to comply with its payment obligations under such Policy, in the event of a Reorganization, unless otherwise consented to by the Bond Insurer, the obligations of the Company under, and in respect of, the Bonds, the G&R Notes, the G&R Indenture and the Agreement shall be assumed by, and shall become direct and primary obligations of, a Regulated Utility Company such that at all times the obligor under this Agreement and the obligor on the G&R Notes is a Regulated Utility Company. The Company shall deliver to the Bond Insurer a certificate of the president, any vice president or the treasurer and an opinion of counsel reasonably acceptable to the Bond Insurer stating in each case that such Reorganization complies with the provisions of this paragraph. The Company need not comply with any of the provisions of this Section 5.1 if, at the time of such merger or consolidation, the Bonds will be defeased as provided in Article VIII of the Indenture. The Company need not comply with the provisions of the second paragraph of this Section 5.1 if the Bonds are redeemed as provided in Section 3.01(B)(3) of the Indenture or if the Bond Insurance Policy is terminated as described in Section 3.06 of the Indenture in connection with a purchase of the Bonds by the Company in lieu of their redemption.

  • Post-Closing Covenant The Borrower shall (1) deliver each of the documents and other items, and perform each of the actions, listed on Schedule 4.03 hereto, in each case no later than the corresponding latest date specified thereon for each such delivery or other action (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), and (2) no later than 90 days following the Closing Date (or such later date as the Administrative Agent shall determine in its sole discretion, without any requirement for Lender consent), furnish to the Administrative Agent: (a) evidence that mortgage amendments, supplements and restatements in form and substance reasonably satisfactory to the Collateral Agent (the “Mortgage Amendments”) with respect to each of the existing Mortgages have been duly executed, acknowledged and delivered by a duly authorized officer of the applicable Loan Party thereto on or before such date and are in form suitable for filing and recording in all filing or recording offices that the Collateral Agent may deem reasonably necessary or desirable; provided, however, Collateral Agent shall not require any opinions of local counsel that the Mortgage Amendments meet the conditions of this provision; (b) (i) date-down and modification endorsements to the title insurance policy issued in connection with each Mortgage or, where such date-down or modification endorsements are not available with respect to any Mortgage Amendment, a new title insurance policy with respect to the applicable Mortgage, as previously amended and as amended by such Mortgage Amendment, (or, in each case, a commitment to issue such endorsements or new policy having the effect of such policy so endorsed or such a new policy, as the case may be), each issued by a nationally recognized title insurance company and each in form and substance reasonably satisfactory to the Collateral Agent which insure that such Mortgage, as previously amended and as amended by the applicable Mortgage Amendment, continues to create a valid first Lien on the applicable Mortgaged Property described therein, free of any other Liens except Permitted Liens, and (ii) evidence satisfactory to the Collateral Agent that all certificates and affidavits reasonably required by the Collateral Agent and/or the title company issuing the endorsements and/or title policies referenced above and relating to the Borrower, the Mortgages, the Mortgage Amendments and/or title endorsements (or if applicable, to such new title policies) have been delivered; and (c) evidence that all fees, costs and expenses have been paid in connection with the preparation, execution, filing and recordation of the Mortgage Amendments, including, without limitation, reasonable attorneys’ fees, filing and recording fees, title insurance company coordination fees, title insurance premiums, documentary stamp, mortgage and intangible taxes and title search charges and other charges incurred in connection with the recordation of the 113 QDI – A&R Credit Agreement (2014) Mortgage Amendments (it being agreed that the Administrative Agent shall cooperate as reasonably requested by the Borrower to minimize such amounts payable by the Borrower, so long as such cooperation is not inconsistent with the foregoing provisions of this paragraph (c)).

  • Non-Performance of Other Covenants and Obligations Any Obligor shall default in the due performance and observance of any other agreement contained herein or in any other Loan Document executed by it, and such default shall continue unremedied for a period of 30 days after notice thereof shall have been given to the Borrower by the Administrative Agent or any Lender.

  • Non-Performance of Certain Covenants and Obligations The Borrower shall default in the due performance or observance of any of its obligations under Sections 6.01(a), (b), (c) and (e), Section 6.07, Section 6.11 or Article VII; or

  • Survival of Representations and Obligations The respective agreements, representations, warranties and other statements made by the Issuer, the Company or the Seller or their respective officers, including any such agreements, representations, warranties and other statements relating to the Master Trust, and of the Underwriters set forth in or made pursuant to this Agreement will remain in full force and effect, regardless of any investigation, or statement as to the results thereof, made by or on behalf of the Underwriters, the Issuer, the Company or the Seller or any of their respective officers or directors or any controlling person, and will survive delivery of and payment of the Notes. The provisions of Section 9 and Section 10 of this Agreement shall survive the termination or cancellation of this Agreement.

  • Covenants and Agreements Performed Buyer shall have performed and complied with all covenants and agreements required by this Agreement, if any, to be performed or complied with by it on or prior to the Closing Date in all material respects.

  • Covenants and Continuing Agreements So long as any amount owing in respect of the Obligations (whether or not due) shall remain unpaid, Borrower covenants that, unless otherwise consented to by Lender in writing, it shall:

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