Covenants and Agreements of the Parties. The Parties covenant and agree as follows:
Covenants and Agreements of the Parties. The Parties agree to the following covenants:
A. At any time after the execution of this Agreement, at a Party's request and without further consideration, a Party will execute and deliver such other instruments and take such action as the other Party may reasonably deem necessary or desirable in order to achieve the objectives of this Agreement.
B. The Parties shall, in a timely, accurate and complete manner, take all necessary corporate and other action and use all reasonable efforts to obtain all consents, approvals, permits, licenses and amendments of agreements required of the Party to carry out the transactions contemplated in this Agreement.
Covenants and Agreements of the Parties. Each party covenants and agrees with the other party as follows:
Covenants and Agreements of the Parties. Each covenant and agreement contained in this Agreement shall survive the Closing until the date which is 90 days following the last date on which such covenant or agreement is to be performed or, if no such date is specified, indefinitely.
Covenants and Agreements of the Parties. Section 7.01
Covenants and Agreements of the Parties. THE PARTIES HERETO DO HEREBY COVENANT AND AGREE, AS FOLLOWS:
Covenants and Agreements of the Parties. (a) The Company covenants as follows:
(i) The Company will not solicit any offer to buy or offer or sell the Offered Shares by means of any form of general solicitation or general advertising (as those terms are used in Regulation D) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act that would be integrated with the purchase.
(ii) Neither the Company nor any of its Affiliates will take any action prohibited by Regulation M under the Exchange Act in connection with the sale and distribution of the Offered Shares contemplated hereby.
(iii) As soon as practicable after the Closing Date, the Board shall establish and maintain a Compensation Committee and an Audit Committee which shall be comprised of three (3) independent members of the Board, one of which shall be a director nominated by the Investor Purchasers.
(iv) The Company shall not use more than an aggregate of $62,500 of the net proceeds of the sale of the Offered Shares to repay the Wachovia Debt in the principal amount of $50,000 and a fee in the amount of $12,500 and shall not use any of the proceeds of the sale of Offered Shares or the Rights Offering to repay indebtedness to any Affiliate of the Company or its Subsidiaries.
(v) The Company will take such actions as may be reasonably required to carry out the provisions of this Agreement and the other Transaction Documents.
(b) Each Purchaser hereby consents to the Company's conducting a rights offering of up to $2,000,000 aggregate amount of Common Stock, subject to increase with the consent of the Investor Purchasers, to its stockholders to purchase up to ten (10) shares of Common Stock for each share of Common Stock held by such stockholder at the same price at which the Offered Shares are being purchased pursuant to this Agreement, provided that the amount of shares shall be reduced on a pro rata basis if the aggregate subscriptions exceed $2,000,000 (the "Rights Offering"). Each Purchaser hereby waives any rights to participate in such Rights Offering and will execute any such document or agreement reasonably requested by the Company acknowledging its waiver of its right to participate in such Rights Offering.
(c) Each management stockholder set forth on Schedule 7(c) hereto hereby waives any rights to participate in such Rights Offering and will execute any such document or agreement reasonably requested by the Company acknowledging its waiver of its right to participate in such Rights Offe...
Covenants and Agreements of the Parties. 5.01. Filing of Sale Motion; Entry of Buyer Protection and Bidding Procedures Order; Additional Sellers. Promptly following, but no later than three (3) business days after, the Effective Date, Sellers shall file the Sale Motion and such other motions as are necessary to implement the Transaction. Sellers shall request a prompt hearing relative to, and shall use commercially reasonable efforts to obtain, entry of the Buyer Protection and Bidding Procedures Order and the Sale Order. From and after the Effective Date, to the extent that any direct or indirect Subsidiaries of any Seller acquires, owns or holds any portion of the Assets or conducts any portion of the Business and initially is not a Party hereto, Sellers shall cause each such direct or indirect Subsidiary to become a Party as an additional Seller. In addition, Sellers shall, and shall cause each such Subsidiary to, execute and deliver such further documents and instruments and take such further actions as may be necessary to file a Bankruptcy Case for each Subsidiary of ITG as, in the reasonable judgment of Sellers after consultation with Buyer, are necessary to consummate the Transaction.
Covenants and Agreements of the Parties. A. Regulatory Matters and Consents. -------------------------------
1. As promptly as practicable after the date hereof, each party will use its best efforts to obtain all necessary permits, consents, waivers, approvals and authorizations of all third parties and governmental bodies necessary or advisable for such party to consummate the transactions contemplated by this Agreement, including the preparation and filing of all required applications.
2. Sussex will furnish the Purchaser with all information concerning Sussex and its subsidiaries as may be necessary in connection with any application or filing made by or on behalf of the Purchaser to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement; provided, however, that in the event that Sussex delineates any such information as confidential information, Purchaser shall take all such steps that are available to it to maintain the confidentiality of such information, including requesting any regulatory agency which has requested or is otherwise entitled to receive such information to maintain such information on a confidential basis.
3. The Purchaser will promptly furnish Sussex with all information concerning the Purchaser as may be necessary in connection with any application or filing made by or on behalf of Sussex to any governmental body in connection with the transactions, applications or filings contemplated by this Agreement.
Covenants and Agreements of the Parties. A.) With regard to the Company and the Company Stockholders the Company and the Company Stockholders hereto do hereby covenant and agree, as follows:
