Certain Covenants and Acknowledgments Sample Clauses
Certain Covenants and Acknowledgments. 8 (a) Transfer Restrictions ..................................... 8 (b)
Certain Covenants and Acknowledgments. The Company undertakes and agrees to make all necessary filings in connection with the exchange effected hereby under any United States laws and regulations, and to provide a copy thereof to Xxxxxxx promptly after such filing.
Certain Covenants and Acknowledgments a. Covenants and Acknowledgements of the Buyer.
Certain Covenants and Acknowledgments. Section 6 of the Subscription Agreement is amended as follows:
(1) Section 6(a) is amended by inserting the words "and the Adjustment Warrants" after the words "the Warrants" at the beginning of clause (i) thereof.
(2) Section 6(b) is amended by inserting the words "the Adjustment Warrants," after the words "the Initial Shares" in the first sentence thereof.
(3) Section 6(g) is amended by inserting the following additional sentence after the first sentence thereof: As promptly as practicable, the Company shall take such action as shall be necessary to qualify, or to obtain an exemption from qualification for the Adjustment Warrants and the Adjustment Shares for issuance to the Buyers under such of the securities or "blue sky" laws of jurisdictions as shall be applicable to the offer of the Adjustment Warrants and the Adjustment Shares pursuant to the Amendment Agreement.
(4) Clause (i) of Section 6(i) is amended by
(A) inserting the words "(x) issue any Adjustment Shares or Warrant Shares in excess of the number of shares permitted by Rule 4460(i) or (y)" after the words "the Company will not" therein, and
(B) inserting the words ", Adjustment Warrants" after the words "the issuance of Adjustment Shares" therein.
(5) Clause (ii) of Section 6(i) is amended by inserting the words "and the Adjustment Warrants" after the words "upon the exercise of the Warrants" therein.
(6) Section 6(k) is amended by inserting the words ", the Adjustment Warrants" after the words "Registration Rights Agreements" in the first sentence thereof.
(7) The first sentence of Section 6(m) is amended and restated in its entirety to read as follows: In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that each holder of Adjustment Warrants or Common Shares then outstanding shall have the right thereafter to receive Adjustment Warrants or Adjustment Shares in the form of the kind of warrants or shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer, or share exchange by a...
Certain Covenants and Acknowledgments. 9 (a) Transfer Restrictions................................. 9 (b)
Certain Covenants and Acknowledgments. The Company undertakes and agrees to make all necessary filings in connection with the exchange effected hereby under any United States laws and regulations, and to provide a copy thereof to MSF promptly after such filing.
Certain Covenants and Acknowledgments a. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement or instrument to which Seller is a party or to which the Shares are subject. Seller has full power, authority and legal right and has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement.
x. Xxxxxx is the beneficial owner of the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever, with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. As disclosed by the Seller and the Company to the Buyer, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Purchased Shares.
x. Xxxxxx understands, covenants and represents that he shall be responsible for and pay all taxes associated with the transactions contemplated by this Agreement. Seller is not a party to any tax allocation or sharing agreement. The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax. There are no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to the Seller that would affect the Shares.
d. The Seller represents, warrants, and agrees that any finder's fee, or any other type of fee related to the sale contemplated by this Agreement, will be paid by the Seller.
Certain Covenants and Acknowledgments. (a) So long as the Lender beneficially owns any interest in the Revised Note, the Issuer shall timely file, including any requests for extension or notices of late filings, all reports required to be filed by it with the Commission pursuant to Section 13 or 15(d) of the Exchange Act.
(b) Except to the extent the Issuer lists its Common Stock on The New York Stock Exchange, The American Stock Exchange or The NASDAQ Stock Market or other nationally recognized securities exchange, the Issuer shall use its best efforts to maintain its listing of the Common Stock on OTCBB. If the Common Stock is de-listed from OTCBB, the Issuer will use its best efforts to list the Common Stock on the most liquid national securities exchange or quotation system that the Common Stock is qualified to be listed on.
(c) The Issuer shall maintain a standard and uniform system of accounting and shall keep proper books and records and accounts in which full, true, and correct entries shall be made of its transactions, all in accordance with GAAP applied on consistent basis through all periods, and shall set aside on such books for each fiscal year all such reserves for depreciation, obsolescence, amortization, bad debts and other purposes in connection with its operations as are required by such principles so applied.
(d) Except as permitted by agreements existing on the date of execution hereof, so long as the Revised Note is outstanding, neither the Issuer nor any of its Subsidiaries shall, directly or indirectly, enter into any material transaction or agreement with any stockholder, officer, director or Affiliate of the Issuer or family member of any officer, director or Affiliate of the Issuer, unless the transaction or agreement is (i) reviewed and approved by a majority of Disinterested Directors (as such term is hereinafter defined) and (ii) on terms no less favorable to the Issuer or the applicable Subsidiary than those obtainable from a nonaffiliated person. A "Disinterested Director" shall mean a director of the Issuer who is not and has not been an officer or employee of the Issuer and who is not a member of the family of, controlled by or under common control with, any such officer or employee.
Certain Covenants and Acknowledgments. 27 (a) Transfer Restrictions. 27 (b) Restrictive Legends. 28 (c) Accounting Treatment. 29 (d) Conversion Agent Instruction. 32 (e) Form D. 33 (f) AMEX Listing; Reporting Status. 33 (g) Use of Proceeds. 33 (h) State Securities Laws. 34 (i) Limitation on Certain Actions. 34 (j) Best Efforts. 35 (k) Short Sales. 35
Certain Covenants and Acknowledgments. The Seller and the Purchaser acknowledge that circumstances may exist that delay or prevent the payment of the Royalty Payments. Nothing herein shall be deemed to be a guaranty on the part of the Purchaser or any Purchaser Affiliates that the Purchaser will achieve the conditions for payment of the Royalty Payments. Notwithstanding the foregoing, the Purchaser shall use Commercially Reasonable Efforts to develop a Royalty Product for large bore closure applications, including by seeking to obtain a New Regulatory Approval.