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. The Company hereby covenants and agrees that after the Closing Date (and the Company acknowledges each of the covenants to be reasonable and agrees that any violation of the following provisions shall be a material breach of this Agreement and shall constitute an Event of Default) as long as any obligation of the Note remains unpaid, that:
Post Closing Covenants of the Company. The Company covenants and agrees that, from and after the Closing Date and until the closing of a Qualified Public Offering:
Post Closing Covenants of the Company. 19.1 The Company hereby covenants and agrees with Newco:
19.1.1 Immediately after the Closing, the Company shall terminate all registrations or filings relating to the offering and sale of franchises under the System.
19.1.2 During the term of this Agreement, following Closing and until the occurrence of a Reversion of Microtel Rights, the Company, its directors, its officers or any of its affiliates (directly or indirectly) shall not enter into or operate any business which develops or offers or sells franchises for a hospitality or hotel product (including a Suites Hotel type concept) in the super budget or hard budget category. This provision shall not be construed to restrict the Company from developing, owning or managing individual properties of any other category, brand or type.
19.1.3 During the term of this Agreement, following Closing and until the occurrence of a Reversion of Microtel Rights, the Company shall not solicit as a potential venture partner, investor, co- developer, owner, or other participant in any new hotel development or property utilizing the Microtel concept, or as a customer of the Company, any Existing Franchisee, or any New Franchisee, or any party who Newco is actively pursuing as a prospective franchisee For a Microtel Hotel other than for those parties set forth on Schedule 19.1.3 attached hereto. ---------------
19.1.4 During the term of this Agreement, following Closing and until the occurrence of a Reversion of Microtel Rights, the Company as part of its ongoing Hotel development activities: (i) shall comply at all times with the limitations and restrictions of applicable law regarding the solicitation of any potential venture partner, investor, co-developer, owner, or other participant in any new hotel development or property utilizing the Microtel concept; (ii) shall not act as a franchise salesperson or broker on behalf of or in the name of Newco, or hold itself out as a salesperson, broker, or representative of Newco; (iii) shall make no representations or warranties regarding a potential Microtel franchise to any potential venture partner, investor, co-developer, or other participant in any new Microtel hotel development; (iv) shall promptly report to Newco any such potential venture partner, investor, co-developer, owner, or other participant who could be classified as a potential offeree or franchisee, so that Newco may properly register each person or entity and provide to such person or entity a current UFOC d...
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. From the Closing Date and until the date on which the Strategic Investor ceases to have an equity participation in the Company of at least 5% of the capital stock of the Company (the “Exit Date”), except as otherwise consented to or approved by the Strategic Investor or a majority of the directors of the Company in writing appointed by Strategic Investor:
(a) the Company shall not pay any dividends or other distributions on any common stock, other than ratably to all holders thereof;
(b) the Company shall not redeem, repurchase, or otherwise acquire any shares of common stock of the Company from the Primary Shareholders, or from the holders of the shares over which they have control (as applicable);
(c) the Company shall not take any action (whether by amendment of its bylaws, merger, or otherwise) that would reclassify or change the common stock of the Company into any stock, securities, or property other than common stock of the Company;
(d) the Company shall not sell, lease or otherwise transfer or convey: any property to any other Person unless such sale, lease, transfer or conveyance is performed at a fair market value;
(e) the Company shall not enter into any employment agreement, any severance agreement, or any material transaction or series of related transactions with any of the Company’s Shareholders or any of their Affiliates except on terms that are at least as favorable to the Company as could be obtained in an arms-length transaction;
(f) the Company agrees to grant (or make its best efforts to cause to be granted) to the Strategic Investor, as soon as possible, licenses to use the trademarks commonly used by the Company in the Mexico market (so long as the Company or the Company Subsidiaries have the right to do so, as the case may be), including without limitation, those listed in Exhibit 13.1
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.
