Post Closing Covenants of the Company Sample Clauses
Post Closing Covenants of the Company. The Company agrees that, following the Closing, it will do the following:
Post Closing Covenants of the Company. From and after the Closing, the Company covenants to the Purchaser as follows:
Post Closing Covenants of the Company. 6.11.1 Subject to Section 6.12, so long as Parent has the right to nominate at least two members to the Board, the Company will not, without the prior written approval of Parent, issue any shares of Common Stock or Common Stock Equivalents except: (i) shares of Common Stock authorized and reserved as of the date hereof for issuance pursuant to any Company Plan, (ii) not more than an aggregate of 2,000,000 new Common Stock Equivalents issued to directors, officers or employees pursuant to any employee benefit plans approved by the Company during the 3 year period after the Measurement Date and (iii) not more than an aggregate of 2,000,000 shares of Common Stock in exchange for the assets or securities of one or more other persons. In the event that the Company at any time after the date of this Agreement declares or pays a dividend on any Company Security payable in shares of Common Stock, subdivides or splits the outstanding Common Stock, combines or consolidates the outstanding Common Stock into a smaller number of shares, effects a reverse split of the outstanding shares, or issues any shares of Common Stock in an exchange, reclassification, consolidation or merger, the 2,000,000 share limitations in (ii) and (iii) above will be proportionately adjusted accordingly. Whenever the Company proposes to issue any shares of Common Stock pursuant to this Section 6.11.1, the Company will offer Parent the right, exercisable within 60 days of such offer, to purchase at Market Value such number of additional shares of Common Stock from the Company as will prevent the Total Percentage Interest of Parent from being reduced as a result of the proposed issuance of Common
Post Closing Covenants of the Company. With a view to making available to the Investors the benefits of SEC Rule 144 and any other rule or regulation of the SEC that may at any time permit the Investors to sell securities of the Company to the public without registration, the Company agrees to use best efforts to file with the SEC in a timely manner all reports and other documents required of the Company under the 1933 Act and the 1934 Act.
Post Closing Covenants of the Company. (a) Board of Directors. Immediately following the Closing, the Company will appoint David Hirschhorn, Todd Parker and a third director, as designated by xxx Xxxx Xxxxxxxr, xx xxx Xxxpany's Board of Directors.
Post Closing Covenants of the Company. 4.1 POST-CLOSING COVENANTS. From the date hereof and for as long as the Investor continues to hold Common Stock, the Company covenants that it will make all SEC Filings required to be made pursuant to the Securities Act or the Exchange Act, or the rules promulgated thereunder. No investigation by the Investor or other information received by the Investor shall operate as a waiver or otherwise affect any representation, warranty, or agreement given or made by the Company hereunder.
Post Closing Covenants of the Company. The Company represents, covenants and agrees to timely delivery of Exercise Shares and Additional Warrants as provided in this Agreement.
Post Closing Covenants of the Company. The Company hereby covenants with the Trustee and the Trust that after the Closing:
Post Closing Covenants of the Company. The Company represents, covenants and agrees to the following post-closing conditions:
(a) timely delivery of Exercise Shares and Additional Warrants as provided in this Agreement;
(b) holding an annual or special meeting of stockholders on and before September 29, 2017 to approve the following proposals of the Board of Directors: (i) the issuance of securities in one or more non-public offerings where the maximum discount at which securities will be offered will be equivalent to a discount of up to 25% below the market price of the Company’s common stock, in accordance with NYSE MKT Company Guide Rules and (ii) amendment to the Company’s certificate of incorporation to effect a five million (5,000,000) share increase in the Company’s authorized common stock. The Board of Directors will recommend that stockholders approve the above matters. The Company agrees that it shall have its Board of Directors recommend to the Company’s stockholders that that they vote “for” such proposals, and that all proxies given to management are voted in favor of such proposals.
Post Closing Covenants of the Company. The Company hereby covenants as follows: