Covenants of Acquiror. 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4
Covenants of Acquiror. Acquiror agrees that between the date hereof and the Closing:
Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that:
(i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and
(ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: /s/ Xxx X. Xxxxxxxxx Name: Xxx X. Xxxxxxxxx (print) Title: Chief Financial Officer Address: 00 Xxxx Xxxxxx XXXXXXX XXXXX By: /s/ J. Xxxxxxx Xxxxx Name: J. Xxxxxxx Xxxxx (print) Title: President & CEO Holder's Address for Notice: ________________________________ ________________________________ ________________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).
Covenants of Acquiror. Acquiror agrees that:
Covenants of Acquiror. SECTION 6.01.
Covenants of Acquiror. 5.1 Officers' and Directors' Insurance................................28 5.2 Indemnities.......................................................28
Covenants of Acquiror. From the date hereof until the Closing Date, Acquiror shall:
(a) Conduct its business activities and affairs in the ordinary course of business, which shall mean that it shall conduct no activity other than activities preparatory to the closing hereunder;
(b) Use its best efforts to preserve its business organization intact;
(c) Properly and promptly give RSMI notice of any change in its financial condition, business or affairs;
(d) Not mortgage, pledge, transfer or assign any of its asset, nor dissolve, liquidate, cease to do business as a going concern or merge with any other entity;
(e) Maintain its books and records in a manner consistent with past practices;
(f) Not incur any liabilities or contingent liabilities; and not enter into any agreements (except as may be indicated in this Acquisition Agreement);
(g) Make available for inspection all books and records or other information which RSMI or the Shareholders may reasonably request from time to time as RSMI or the Shareholders deem necessary or appropriate to evaluate the business, affairs and financial condition of Acquiror;
(h) Acquiror shall: (i) retain as confidential and not to reveal to any others for any reason whatsoever all information furnished by RSMI or at its request, concerning RSMI , its present and proposed business, its financial condition, and its officers, directors and Shareholders; and (ii) not, directly or indirectly, use any such information to compete in any way with any present or presently contemplated business of RSMI excepting for all disclosure as may be required by applicable federal, state and local laws as well as (but by no means limited to) applicable SEC rules and regulations.
(j) Acquiror shall not issue any public statements, cause any press releases to be issued or cause any mailings to its stockholders to be made regarding any of the transactions contemplated herein without first providing RSMI 's counsel with the proposed written statements or releases and without first obtaining RSMI 's counsel's written consent regarding publication of such statements, which consent shall not be unreasonably withheld.
Covenants of Acquiror. Acquiror covenants and agrees with Transferor that, at all times from and after the date hereof, for the period specified herein or, if no period is specified herein, indefinitely, Acquiror will comply with all covenants and provisions of this Article IX, except to the extent Transferor may otherwise give its prior consent in writing.
Covenants of Acquiror. Acquiror hereby covenants and agrees as follows:
Covenants of Acquiror. Acquiror hereby covenants and agrees that, subject to Section 3.2 hereof, it shall acquire Company Option Shares and/or other securities acquired upon exercise of the Company Stock Option for investment purposes only and not with a view to any distribution thereof in violation of the Securities Act, and shall not sell any such securities purchased pursuant to this Agreement except in compliance with the Securities Act.
