Common use of Xxxxxxx Covenants Clause in Contracts

Xxxxxxx Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with OTC Markets to maintain the OTC Pink Current Information listing status and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available; the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company’s principal trading market; Company will not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Investor Notes in any way without the prior written consent of Investor, which consent may be given or withheld in Investor’s sole and absolute discretion; Company will not have any Variable Security Holders (as defined below), excluding Investor, without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; at Closing and on the first day of each calendar month for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, Company shall cause its Chief Executive Officer to provide to Investor a certificate in substantially the form attached hereto as 0 (the “Officer’s Certificate”) certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officer’s Certificate is executed; and Company will not sell or issue any Common Stock pursuant to a Regulation A or Regulation A+ offering at any time without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion. For purposes hereof, the term “Variable Security Holder” means any holder of any Company securities that (A) have or may have conversion rights of any kind, contingent, conditional or otherwise, in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stock), with a conversion price that varies with the market price of the Common Stock, even if such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a “Variable Security Issuance”). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchange.

Xxxxxxx Covenants. Until all of Company’s obligations under all of Between the Transaction Documents are paid date hereof and performed in fullClosing, or within the timeframes otherwise specifically set forth belowexcept as permitted by this Agreement, Company will at all times comply unless with the following covenants: so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with OTC Markets to maintain the OTC Pink Current Information listing status and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available; the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company’s principal trading market; Company will not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Investor Notes in any way without the prior written consent of Investor, CBS (which consent may be given or withheld in Investor’s sole and absolute discretion; Company will not have any Variable Security Holders (as defined below), excluding Investor, without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; at Closing and on the first day of each calendar month for so long as the Note remains outstanding or on any other date during which the Note is outstandingnotwithstanding Section 11.5 hereof, as may be requested and given by Investore-mail or fax between the parties or their representatives), Company which shall cause its Chief Executive Officer not be unreasonably withheld, delayed or conditioned and which shall be deemed given if CBS does not respond to provide to Investor a certificate Xxxxxxx’x request within three (3) business days, Xxxxxxx shall: (a) operate the Xxxxxxx Stations in substantially the form attached hereto as 0 (the “Officer’s Certificate”) certifying in his personal capacity ordinary course of business and in his capacity all material respects in accordance with FCC rules and regulations and with all other applicable laws, regulations, rules and orders; (b) not materially adversely modify, and maintain in full force and effect, the Xxxxxxx FCC Licenses; (c) not other than in the ordinary course of business consistent with past practice, sell, lease or dispose of or agree to sell, lease or dispose of any of the Xxxxxxx Station Assets unless replaced with similar items of substantially equal or greater value and utility, or create, assume or permit to exist any Liens upon the Xxxxxxx Station Assets, except for Xxxxxxx Permitted Liens, and not dissolve, liquidate, merge or consolidate with any other entity; (d) upon reasonable notice, give CBS and its representatives reasonable access during normal business hours to the Xxxxxxx Station Assets, and furnish CBS with information relating to the Xxxxxxx Station Assets that CBS may reasonably request, provided that such access rights shall not be exercised in a manner that interferes with the operation of the Xxxxxxx Stations, and provided further such access rights shall not include access to personnel or other files covered by privacy laws; (e) maintain the Xxxxxxx Tangible Personal Property and the Xxxxxxx Real Property in the ordinary course of business consistent with past practice; (f) repair or replace any item of Xxxxxxx Tangible Personal Property included in the Xxxxxxx Station Assets that is materially damaged or destroyed between the date hereof and Closing, provided if such repair or replacement is not completed prior to Closing, the parties shall proceed to Closing (with Xxxxxxx’x representations and warranties deemed modified to take into account any such condition) and Xxxxxxx shall promptly repair or replace such item in all material respects after Closing (and CBS will provide access and any other reasonable assistance requested with respect to such obligation) (notwithstanding anything herein to the contrary, the foregoing obligations shall survive Closing); provided, however, notwithstanding the foregoing, if Xxxxxxx turns over any equipment to CBS prior to Closing for transition purposes, then CBS and not Xxxxxxx shall be responsible for any damage or destruction to such equipment that occurs while it is in the possession of CBS; (g) except as Chief Executive Officer set forth on Schedule 4.1(g), not make or agree or commit to make capital expenditures for any Xxxxxxx Station which in the aggregate are greater than Fifty Thousand Dollars ($50,000); (h) except in the ordinary course of Company business consistent with past practice and as otherwise required by law, not (i) enter into any employment, labor, or union agreement or plan (or amendments of any such existing agreements or plan) that will be binding upon CBS after Closing or (ii) increase the number compensation payable to any employee of Variable Security Holders the Xxxxxxx Stations, except for bonuses and other compensation payable by Xxxxxxx in connection with the consummation of Company the transactions contemplated by this Agreement (if any), provided that the nature and amount of any such transaction-related payments shall be separately disclosed by Xxxxxxx on Schedule 4.1(h), or pursuant to the terms of any employment agreement that is in effect as of the date hereof; and (i) not enter into new contracts, agreements, leases or licenses that will be binding upon CBS after the applicable Officer’s Certificate is executed; Closing or amend any existing Xxxxxxx Station Contracts, except for (A) new time sales agreements made in the ordinary course of business consistent with past practice that are terminable on ninety days’ notice or less without penalty, (B) contracts and Company will agreements made in the ordinary course of business consistent with past practice that, when combined with the contracts under Section 1.1.1(d)(iv), do not sell or issue any Common Stock pursuant to a Regulation A or Regulation A+ offering at any time without Investor’s prior written consentrequire payments by CBS of more than the Contract Basket in the aggregate. As used herein, which consent may be granted or withheld in Investor’s sole and absolute discretionthe “Contract Basket” means $100,000. For purposes hereofof calculating the amount of said payments by CBS, if a contract is terminable by giving advance notice, then such amount shall include only the term “Variable Security Holder” means any holder of any Company securities amount that would be payable if a termination notice were given at Closing (A) have whether or may have conversion rights of any kind, contingent, conditional or otherwise, not such notice is in which the number of shares that may be issued pursuant to such conversion right varies with the market price of the Common Stock, or (B) are or may become convertible into Common Stock (including without limitation convertible debt, warrants or convertible preferred stockfact given), with a conversion price that varies with but in no event shall such amount be more than the market price of the Common Stock, even if amount payable absent such security only becomes convertible following an event of default, the passage of time, or another trigger event or condition (each a “Variable Security Issuance”). For avoidance of doubt, the issuance of shares of Common Stock under, pursuant to, in exchange for or in connection with any contract or instrument, whether convertible or not, is deemed a Variable Security Issuance for purposes hereof if the number of shares of Common Stock to be issued is based upon or related in any way to the market price of the Common Stock, including, but not limited to, Common Stock issued in connection with a Section 3(a)(9) exchange, a Section 3(a)(10) settlement, or any other similar settlement or exchangetermination notice.