Purchaser Covenant. Each Purchaser agrees, severally and not jointly as to itself, not to make any sale, transfer or other disposition of the Purchased Securities in violation of the 1933 Act, the 1934 Act, the rules and regulations promulgated thereunder or any applicable securities Laws.
Purchaser Covenant. The Purchaser covenants and agrees with the Seller and the Bond Trustee that it will comply with its obligations under (a) each of the Transaction Documents to which it is a party, in all material respects, and (b) the CMHC Guide.
Purchaser Covenant. Purchaser represents, warrants and covenants to Adviser, on behalf each Seller, that until the earlier to occur of the Closing Date, the termination of this Agreement pursuant to Section 7.3 and January 31, 2019, without the prior written consent of Adviser, on behalf of such Seller, it will not acquire from any other holder of EQGP Common Units (other than open-market purchases) such holder’s EQGP Common Units other than pursuant to an agreement with such holder of EQGP Common Units that is on substantially the same terms as this Agreement and does not result in such holder of EQGP Common Units receiving consideration for their EQGP Common Units that is greater than the consideration being received for the Subject Units under this Agreement.
Purchaser Covenant. Without prejudice to any other provision of this Agreement, Purchaser and its affiliates shall propose, negotiate, commit to and effect, and otherwise take or commit to take, any and all actions necessary or advisable or reasonably requested by the Company or Globetrotter in order to obtain before Closing all necessary consents, approvals, anti-trust approvals and clearances, regulatory clearances and applications and permits required by or from any governmental body in any jurisdiction, including without limitation the United States and the PRC Approvals, in each case if and to the extent any of the foregoing is or is determined to be required for Purchaser to enter into this Agreement or to complete the transactions contemplated hereby, including without limitation the Purchaser reducing, limiting or relinquishing (and committing or agreeing to do the same before Closing) any or all of Purchaser’s rights hereunder or in connection with its investment in the Company or, if requested by Globetrotter or the Company in order for the Purchaser to fulfill its obligations to enable the Closing to occur, otherwise agreeing to modify this Agreement or its investment in the Company, including without limitation by reducing its investment size or splitting the investment between the Purchaser and one or more affiliates (the identity of which will require Globetrotter’s prior written consent, such consent not to be unreasonably withheld).
Purchaser Covenant. At any annual or special meeting of stockholders called by the Company for the purpose of satisfying its obligations pursuant to Section 4.4 of this Agreement, Purchaser and its Affiliates (other than the Company and any of its subsidiaries) shall vote any shares owned by them as of the applicable record date in favor of the increase in authorized share capital under Section 4.4.
Purchaser Covenant. Except in the case of any action taken in compliance with Section 5.3(c), Purchaser shall indemnify Parent for any Taxes up to $7.5 million in the aggregate resulting from any Specified Actions undertaken by Purchaser (or any direct or indirect successor, transferee or assignee of Purchaser) on and prior to January 27, 2008 (if the Closing Date is on or before January 27, 2008) and on and prior to February 1, 2009 (if the Closing Date is after January 27, 2008 but on or before February 1, 2009). “Specified Actions” are any actions that cause or permit Supply Canada to (a) declare or pay any dividend, or enter into any transaction or take any action that would be considered for U.S. federal income Tax purposes to constitute the declaration or payment of a dividend by Supply Canada, including, without limitation, pursuant to Section 304 of the Code, or (b) enter into any transaction or take any action (in each case, other than in the ordinary course of business) that otherwise would result in the diminution of the foreign tax credits that, absent any such transaction, may be claimed by Parent or any of its Affiliates or on a Combined Tax Return in respect of their U.S. federal income Tax liability, including (i) any transaction (other than in the ordinary course of business) that would result in the increase or diminution of any amount of earnings and profits of Supply Canada for U.S. federal income Tax purposes for periods through the end of any such fiscal year, (ii) any loss carryback or loss surrender or other action not in the ordinary course of business that would reduce the amount of creditable Taxes paid or deemed paid by Supply Canada for any such period or (iii) any transaction (other than in the ordinary course of business) that would give rise to subpart F income, within the meaning of Code Section 952(a). For avoidance of doubt, nothing in this Section 7.15 shall prevent Purchaser (or require Purchaser to indemnify Parent pursuant to this Section 7.15) from carrying out its intent to merge with and into HD Supply, Inc. (with HD Supply, Inc. surviving) after the Closing (the “Merger”).
Purchaser Covenant. Subject to the Closing, and beginning on the Closing Date and until the end of the Restrictive Period, Purchaser and its Affiliates shall not directly or indirectly develop, market, license, grant forbearances not to xxx, or xxxxx any rights to or authorize the use of, any North America Intellectual Property, including the North America Navigator Platforms, or any successor thereto, for commercial use or deployment in Europe. Notwithstanding the foregoing, Purchaser and its Affiliates, Comcast Parent and its Affiliates, and Cox Parent and its Affiliates, shall be free to commercially use and deploy the North America Navigator Platforms, or any successor thereto, on all cable systems or broadband systems owned or operated by them anywhere in the world, including Europe. Subject to the first sentence of Section 6.9(b), Purchaser and its Affiliates shall be free to develop, market, license, grant forbearances not to xxx or xxxxx any rights to or authorize the use of, or otherwise exploit the North America Intellectual Property, including the North America Navigator Platforms, or any successor thereto, for commercial use and deployment throughout the world. This covenant shall be binding on any purchaser of the North America Business or other successor thereto and its Affiliates. Purchaser shall require any such purchaser or successor to agree to be bound by this covenant for the remainder of the Restrictive Period and agree that it may be enforced directly by Seller (and its successors-in-interest).
Purchaser Covenant. The Purchaser covenants that he will not remove any topsoil or subsoil or do anything which may alter the grading or change or obstruct the drainage of the Real Property or surrounding lands and shall not construct any fences, pools, patios, sheds or similar structures prior to final Municipal grading approval, without the Vendor's consent and upon default, the Developer, the Municipality or the Vendor or their respective servants, agents, successors and assigns may enter upon the Real Property and correct such grading or remove such obstruction at the Purchaser's sole expense. Any expense incurred by the Developer, the Municipality or the Vendor in this regard shall be payable by the Purchaser forthwith upon demand. Some settlement of the Land is to be expected and the Purchaser shall repair minor settlement. The Purchaser shall care for sod, shrubs and other landscaping provided as a result of the remedying of such defects.
Purchaser Covenant. No Short Selling. From the Restatement Date to the Maturity Date, each Purchaser agrees that, so long as it holds any Notes hereunder, neither it nor any of its Affiliates shall, directly or indirectly engage in, effect, agree to effect, and/or establish, in any manner whatsoever: (a) any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box; (b) any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock; (c) borrowing or pre-borrowing any shares of Common Stock; (d) grant any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock or otherwise seek to hedge its position in the Common Stock; (e) any "net short position" of the Common Stock, (f) hedging transaction, which establishes a net short position with respect to the Common Stock; (g) loan or enable the utilization of any Common Stock or existing or contingent rights thereto for the foregoing purposes; or (h) in any way enable or facilitate any third party to do any of the foregoing. [Balance of Page Intentionally Left Blank] 101 ASIA-DOCS\12847562.6 DRAFT 076267-0001
Purchaser Covenant. No Short Selling. From the Restatement Date to the Maturity Date, each Purchaser agrees that, so long as it holds any Notes hereunder, neither it nor any of its Affiliates shall, directly or indirectly engage in, effect, agree to effect, and/or establish, 104 in any manner whatsoever: (a) any short sale (as defined in Rule 200 under Regulation SHO of the Exchange Act), whether or not against the box; (b) any “put equivalent position” (as defined in Rule 16a-1(h) under the Exchange Act) with respect to the Common Stock; (c) borrowing or pre-borrowing any shares of Common Stock; (d) grant any other right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security that includes, relates to or derives any significant part of its value from the Common Stock or otherwise seek to hedge its position in the Common Stock; (e) any "net short position" of the Common Stock, (f) hedging transaction, which establishes a net short position with respect to the Common Stock; (g) loan or enable the utilization of any Common Stock or existing or contingent rights thereto for the foregoing purposes; or (h) in any way enable or facilitate any third party to do any of the foregoing. [Balance of Page Intentionally Left Blank] 105 Annex B Purchasers Purchaser Principal Amount of Initial Notes BEP SPECIAL SITUATIONS IV LLC $31,780,650.00 ASCEND GLOBAL INVESTMENT FUND SPC, FOR AND ON BEHALF OF STRATEGIC SP $15,890,325.00 MERIDIAN INVESTMENTS CORPORATION $15,890,325.00 Total $63,561,300.00 Purchaser Principal Amount of Amendment No. 2 Notes BEP SPECIAL SITUATIONS IV LLC $3,000,000.00 ASCEND GLOBAL INVESTMENT FUND SPC, FOR AND ON BEHALF OF STRATEGIC SP $3,000,000.00 Total $6,000,000.00 Purchaser Principal Amount of Amendment No. 3 Notes BEP SPECIAL SITUATIONS IV LLC $3,000,000.00 ASCEND GLOBAL INVESTMENT FUND SPC, FOR AND ON BEHALF OF STRATEGIC SP $1,500,000.00 MERIDIAN INVESTMENTS CORPORATION $1,500,000.00 Total $6,000,000.00
