Common use of Purchaser’s Covenants Clause in Contracts

Purchaser’s Covenants. The Purchaser covenants and agrees with the Company that: a. No later than three business days following the execution of this Agreement, the Purchaser shall cause to be delivered to the Company an opinion of counsel for Purchaser dated as of the date of this Agreement in form and substance reasonably satisfactory to the Company as to the matters set forth in Section 4a, c, e and f. b. The Purchaser agrees to take such actions and execute and deliver to the Company such documents and instruments as may be necessary to fully consummate the transactions and agreements of the Purchaser as contemplated by this Agreement. c. During the period commencing with the execution of this Agreement and terminating on the payment in full of the exercise price as contemplated in Section 1 (the "Option Term"), the Purchaser agrees not to enter into any agreement for the sale or disposition of all or substantially all of the Purchaser's assets (in one or more transactions), or a merger, consolidation or other business combination involving all or substantially all of the Purchaser's assets, unless the Purchaser provide the Company with the express, written agreement by the Purchaser or other successor(s) to assume the Purchaser's obligations and covenants hereunder and, after giving effect to any such sale, disposition, merger, consolidation or other business combination, the Purchaser or other successor(s) shall meet the requirements of Section 4 hereof.

Appears in 5 contracts

Samples: Equity Rights Put Agreement (Trans World Airlines Inc /New/), Equity Rights Put Agreement (Trans World Airlines Inc /New/), Equity Rights Put Agreement (Trans World Airlines Inc /New/)

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Purchaser’s Covenants. The Purchaser covenants and agrees with the Company that: a. No later than three business days following the execution of this Agreement, the Purchaser shall cause to be delivered to the Company an opinion of counsel for Purchaser dated as of the date of this Agreement in form and substance reasonably satisfactory to the Company as to the matters set forth in Section 4a, c, e and f.f and the first sentence of Section 4h with respect to federal withholding obligations in the case of foreign entities. b. The Purchaser agrees to take such actions and execute and deliver to the Company such documents and instruments as may be necessary to fully consummate the transactions and agreements of the Purchaser as contemplated by this Agreement. c. During the period commencing with the execution of this Agreement and terminating on the payment in full of the exercise price as contemplated in Section 1 (the "Option Term"), the Purchaser agrees not to enter into any agreement for the sale or disposition of all or substantially all of the Purchaser's assets (in one or more transactions), or a merger, consolidation or other business combination involving all or substantially all of the Purchaser's assets, unless the Purchaser provide the Company with the express, written agreement by the Purchaser or other successor(s) to assume the Purchaser's obligations and covenants hereunder and, after giving effect to any such sale, disposition, merger, consolidation or other business combination, the Purchaser or other successor(s) shall meet the requirements of Section 4 hereof.

Appears in 1 contract

Samples: Equity Rights Put Agreement (Trans World Airlines Inc /New/)

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