Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
Covenants of Issuer. The Company agrees that: -------------------
(a) It will deliver to the Agent such numbers of copies of the Prospectus and all amendments and supplements thereto, as the Agent may reasonably request.
(b) It will comply with all requirements of the Securities Act, the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other federal securities laws, applicable state securities laws and the rules and regulations promulgated thereunder to permit the continuance of offers and sales of the Shares in accordance with the provisions hereof and as set forth in the Prospectus and will amend or supplement the Prospectus as may be required in order for the Prospectus to comply with the requirements of federal and state securities laws and regulations, prior to the Offering Termination Date.
(c) If at any time when the Prospectus is required to be delivered, any event occurs as a result of which the Prospectus would include an untrue statement of material fact or, in view of the circumstances under which they were made, omit to state any material fact necessary to make the statements therein not misleading, it will promptly notify the Agent thereof, affect the preparation of an amended or supplemental Prospectus, as the case may be, which will correct such statement or omission and deliver to the Agent as many copies of such amended or supplemental Prospectus as the Agent may reasonably request.
(d) The Company will furnish the holders of Shares ("Shareholders") with certain reports described in the Prospectus under "Reports to Shareholders," and will deliver to the Agent copies of each such report at the time that such reports are furnished to the Shareholders, and such other information concerning the Company, as the Agent may reasonably request from time to time before and after the Offering Termination Date.
(e) The Company will apply the net proceeds from the Offering received by it in the manner set forth in the "Estimated Use of Proceeds of This Offering" section of the Prospectus.
(f) Subject to the Agent's actions and the actions of others in connection with the Offering, the Company will comply with all requirements imposed upon it by federal and state securities laws.
Covenants of Issuer. Issuer agrees: (i) that it shall at all times maintain, free from preemptive rights, sufficient authorized but unissued shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; (iii) that it will promptly take all action as may from time to time be required (including (x) complying with all premerger notification, reporting and waiting period requirements specified in 15 U.S.C. § 18a and regulations promulgated thereunder and (y) in the event, under any federal or state law, prior approval of or notice to any federal or state or other regulatory authority is necessary before the Option may be exercised, cooperating fully with the Holder in preparing such applications or notices and providing such information to the such regulatory authority as they may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto; and (iv) that it will, in the event that it adopts a stockholder protection rights plan or similar agreement after the date hereof, cause such plan or agreement to provide that any exercise of Grantee’s rights hereunder shall not result in any triggering event under any such plan or agreement.
Covenants of Issuer. Issuer agrees: (i) that it shall at all ------------------- times maintain, free from preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; (iii) promptly to take all action as may from time to time be required (including (x) complying with all applicable premerger notification, reporting and waiting period requirements specified in 15 U.S.
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees:
(a) that it shall at all times maintain, free from any subscriptive or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights of third parties to purchase Common Stock from Issuer or to cause Issuer to issue shares of Common Stock;
(b) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; and
(c) promptly to take all action (i) as may from time to time be required (including complying with all applicable notification, filing reporting and waiting period requirements under HSR or otherwise, and cooperating fully with the Holder in preparing any applications or notices and providing such information to any regulatory authority as it may require) in order to permit the Holder to exercise the Option and Issuer duly and effectively to issue shares of Common Stock pursuant hereto, and (ii) as may from time to time be required to protect the rights of the Holder against dilution
Covenants of Issuer. In addition to its other agreements and covenants herein, Issuer agrees: (i) that it shall at all times maintain, free from subscriptive or preemptive rights, sufficient authorized but unissued or treasury shares of Common Stock so that the Option may be exercised without additional authorization of Common Stock after giving effect to all other options, warrants, convertible securities and other rights to purchase Common Stock; (ii) that it will not, by charter amendment or through reorganization, consolidation, merger, dissolution or sale of assets, or by any other voluntary act, avoid or seek to avoid the observance or performance of any of the covenants, stipulations or conditions to be observed or performed hereunder by Issuer; (iii) promptly to take all action as may from time to time be required (including (x) complying with all premerger notification, reporting and waiting period requirements specified in 15 U.S.
Covenants of Issuer. Issuer covenants and agrees with Purchaser as follows:
Covenants of Issuer. The Issuer hereby covenants and agrees with the Insurance Trust that in connection with any application by the Insurance Trustee for compensation pursuant to the Insurance Policy in respect of Currency Inconvertibility Event, the Issuer shall (i) make all reasonable efforts to convert reais into U.S. dollars or to transfer such U.S. dollars through all customary legal channels for transactions of the type contemplated in the Transaction Documents until compensation is paid by the Insurer, (ii) assist the Insurance Trustee with the preparation of such application for compensation and (iii) perform, at the request of the Insurance Trustee, the obligations set forth in Section 3.01.1(a)(i) or (iii) of the Insurance Policy.
Covenants of Issuer. The Company covenants and agrees that all Common Stock and, if applicable, other securities that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be fully paid and nonassessable and free from all taxes, liens and charges with respect to the issue thereof (other than taxes in respect of any transfer to a person other than the holder of this Warrant occurring contemporaneously with such issue). The Company further covenants and agrees that during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved a sufficient number of shares of Common Stock and, if applicable, other securities to provide for the exercise in full of the rights represented by this Warrant.
Covenants of Issuer. (a) So long as (x) the IPO shall not have occurred and (y) Holder owns at least 20% of the Warrants and/or Warrant Shares issued hereunder, the Issuer will furnish to such Holder:
(i) as soon as practicable, but in any event not later than ninety (90) days after the end of each fiscal year of the Issuer and its Subsidiaries, the consolidated balance sheet of the Issuer and its Subsidiaries, as at the end of such year, and the related consolidated statement of income and consolidated statement of cash flow for such year, each setting forth in comparative form the figures for the previous fiscal year and from the projections from the current fiscal year and all such consolidated statements to be in reasonable detail, prepared in accordance with generally accepted accounting principles, and certified without qualification as to the scope of the audit, by Ernst & Young L.L.P. or by other independent nationally recognized certified public accountants reasonably satisfactory to the Designated Holder;
(ii) as soon as practicable, but in any event not later than forty-five (45) days after the end of each of the fiscal quarters of the Issuer and its Subsidiaries, copies of the unaudited consolidated balance sheet of the Issuer and its Subsidiaries as at the end of such quarter, and the related consolidated statement of income and consolidated statement of cash flow for such fiscal quarter and the portion of such Persons' fiscal year then elapsed, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year and the comparisons to the projections for such period, and the all in reasonable detail and prepared in accordance with generally accepted accounting principles, together with a certification by the principal financial or accounting officer of the Issuer that the information contained in such financial statements fairly presents the financial position of the Issuer and their Subsidiaries on the date thereof (subject to year-end adjustments);
(iii) as soon as practicable, but in any event within thirty (30) days after the end of each month in each fiscal year of the Issuer and its Subsidiaries, unaudited monthly consolidated financial statements of the Issuer and its Subsidiaries for such month and the portion of such Person's fiscal year then ended, setting forth in each case in comparative form the figures for the corresponding period or pe...
