Certain Covenants of the Parties Sample Clauses

Certain Covenants of the Parties. (a) The Stockholder hereby covenants and agrees as follows: (i) Prior to the Agreement Termination Date, and except as contemplated hereby, the Stockholder shall not (A) tender any Covered Shares into any tender or exchange offer or commence a tender or exchange offer for the Shares; (B) except for an Exempt Transfer, sell (constructively or otherwise), transfer, offer, exchange, pledge, lend, hypothecate, grant, encumber, assign or otherwise dispose of (collectively, “Transfer”), or enter into any Contract, option or other arrangement or understanding with respect to the Transfer of any of [its][his or her] Covered Shares or beneficial ownership or voting power thereof or therein (including by operation of Law, through the granting of any proxies or powers of attorney, in connection with a voting trust or voting agreement or otherwise); (C) make any Acquisition Proposal; (D) make, or in any way 3 Note to Draft: To be included in the support agreements for stockholders that are entities. participate in, directly or indirectly, any “solicitation” of “proxies” (as such terms are used in the rules of the SEC) to vote any voting securities of the Company to (1) not adopt or approve the Supported Matters or (2) approve any other matter that if approved would reasonably be expected to prevent, interfere with, discourage, impair or delay the consummation of the Supported Matters; (E) make any public announcement (other than public statements in support of the Merger or disclosure statements the Stockholder reasonably determines are required by Applicable Law or the rules or regulations of any applicable U.S. securities exchange or Governmental Authority to which the Stockholder is subject) with respect to any Acquisition Proposal; provided that nothing in this Agreement shall restrict the Stockholder from acquiring additional securities of the Company; provided, however, that any securities acquired by the Stockholder or [its][his or her] Controlled Affiliates after the date of this Agreement shall be subject to this Agreement in all respects; (F) form, join or in any way participate in a “group” (as defined in Section 13d-3 under the Exchange Act) in connection with any of the actions expressly described in any of clauses (A) through (E) of this Section 7(a)(i) (other than any “group” with any Affiliate of the Stockholder; provided that any such Affiliate agrees to be bound by the terms and conditions of this Agreement); or (G) agree (whether or not in writing) ...

Certain Covenants of the Parties. Seller and Company, on the one hand, and Buyer, on the other hand, hereby covenant to and agree with one another as follows:

Certain Covenants of the Parties. Each Party hereby covenants and agrees in favour of the other that it shall (and, in the case of the Vendors, that they shall cause the Targets to): (a) perform all obligations required to be performed by such Party (and, in the case of the Vendors, required to be performed by the Targets) under this Agreement and the Closing Documents, and shall do all such other acts and things not expressly referenced herein as may be commercially reasonable in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated hereby and thereby and shall not take any action that will have the effect of delaying, impairing or impeding the Closing or the receipt of any authorizations, consents, orders or approvals to be sought pursuant to this Agreement or pursuant to any Closing Document; (b) not enter into any transaction or perform any act or omit to perform any act which would (i) interfere or be inconsistent with the successful completion of the transactions contemplated in this Agreement or in any Closing Document in accordance with the terms hereof or thereof, (ii) render untrue or incorrect any of the representations and warranties of such Party set forth in this Agreement or in any Closing Document, or (iii) adversely affect the ability of such Party (or, in the case of the Vendors, the ability of the Targets) to perform and comply with its covenants and agreements under this Agreement or any Closing Document; and (c) promptly advise the other Parties in writing of (i) any fact, event or any change occurring after the date hereof that would render any representation or warranty of such Party contained in this Agreement, untrue or incorrect or would result in any condition precedent in favour of the other Parties not being met, (ii) any Material Adverse Change, (iii) any breach by such Party (and, in the case of the Vendors, any breach by the Targets ) of any covenant, undertaking or agreement contained in this Agreement or in any Closing Document, or (iv) any actual or potential death, disability, resignation, termination of employment or other departure of any Employee of the Group.

Certain Covenants of the Parties. Section 5.1 Registrations, Filings and Consents. Seller will cooperate in good faith, at Buyer's request, to make all registrations, filings, and applications and to give all notices and to obtain all governmental and other consents, transfers, approvals, orders, qualifications and waivers necessary or desirable for the consummation of the transactions contemplated hereby or which may thereafter be reasonably necessary or desirable to effect the transfer or renewal of the Equipment.

Certain Covenants of the Parties. Regarding Operations During The Pre-closing Period

Certain Covenants of the Parties. Lavazza and the Company agree as follows with respect to the period from the date of execution of this Agreement and the Closing:

Certain Covenants of the Parties. Section 6.4 of the -------------------------------- Agreement is hereby amended to include the following additional provisions:

Certain Covenants of the Parties. 6 4.1 Amendment to Articles of Incorporation.....................6

Certain Covenants of the Parties. 50 7.1 Conduct of Business in Ordinary Course Pending Closing...............................................50 7.2 Stockholders Meeting.................................................................................55 7.3 Proxy Statement; Registration Statement; Other Commission Filings....................................55 7.4 No Solicitation; Acquisition Proposals...............................................................56 7.5 Consents and Approvals...............................................................................57 7.6 Tax-Free Exchange....................................................................................58 7.7 Stockholders Agreement...............................................................................59 7.8 Voting Agreement.....................................................................................59 7.9 United/Liberty Agreement.............................................................................59 7.9A New United Covenant Agreement........................................................................59 7.9B No Waiver Agreement..................................................................................59 7.10 Standstill Agreement.................................................................................59 7.11 Registration Rights Agreement........................................................................59 7.12 Exchange Agreement...................................................................................59 7.13 Listing Application..................................................................................60 7.14 Investigation; Confidentiality.......................................................................60 7.15 [Reserved.]..........................................................................................61 7.16 [Reserved.]..........................................................................................61 7.17 [Reserved.]..........................................................................................61 7.18 [Reserved.]..........................................................................................61 7.19 [Reserved.]..........................................................................................61 7.20 UPC Bonds............................................................................................61 7.21 Senior Secured Notes.................................................................................61...

Certain Covenants of the Parties. 5.1. As a material inducement for Mosaic to enter into this Agreement, Purchaser and Vale hereby covenant and agree with Mosaic that: (i) Purchaser shall waive, and/or shall obtain the waiver of all shareholders of Fertifos, of any preemptive or first refusal right on the transfer of the Shares to Purchaser or to Mosaic, respectively, or any of their permitted assigns; (ii) Purchaser shall (a) obtain the agreement of BPI and of its Affiliate and their relevant administrators, for the termination and mutual release for the subject matters involved in the lawsuits No. 583.00.2006.163669-0 (and respective appeals – RESP 1.102.424, RESP 1.102.425, RESP 1.102.426, RESP 1.103.634, XX 000000, XX 000000, XX 000000 and AI 719573), 583.00.2007.156526 (and respective appeal Apelação nº 674.760.4/3-00), 583.00.2006.242287-3 (and respective appeal Apelação nº 675.626.4/0-00), 583.00.2008.140900-5, 583.00.2009.221674-6, 583.00.2007.140805-5 and 186.765-0/9, as well as for any other relating to the corporate reorganization of Fosfertil and to certain actions taken by Fertifos’ and Fosfertil’s managements (the “Existing Lawsuits”) in the terms of the petitions attached hereto as Exhibit 5.1(ii) or a document or commitment within substantially the same scope and purpose and effect, as previously approved by Mosaic in writing, or (b), alternatively, at the option of Purchaser, Mosaic shall assign to Purchaser or to any of its Affiliates, all of Mosaic’s and/or its Affiliates’ rights and obligations with respect to the Existing Lawsuits, in which case Purchaser shall hold Mosaic and its Affiliates (and any of their directors, officers, employees, agents or other person who served as a director or officer of Fertifos or Fosfertil at the request of Mosaic) harmless against any Losses which Mosaic and its Affiliates (and any such director, officer, employee, agent or other person) may incur in connection with or as a result of the Existing Lawsuits or the matters related thereto. 5.2. As a material inducement for Purchaser and Vale to enter into this Agreement, Mosaic hereby covenants and agrees with Purchaser and Vale that, on or before the Closing Date: (i) New Mosaic Brazil (or any other Mosaic Affiliate) shall be a direct or indirect wholly-owned subsidiary of Mosaic and shall be the owner of the Shares, free and clear of any Liens; (ii) on the Closing Date, New Mosaic Brazil shall not own any assets other than the Shares and shall not hold any obligation or liability of an...