Affirmative Covenants of the Companies. The Companies hereby warrant, covenant and agree that, so long as a Purchaser beneficially owns either (i) five percent (5%) of the outstanding Common Stock and Series Z Preferred Stock or (ii) 10% of the outstanding shares of Series D Preferred Stock or Series E Preferred Stock, as applicable, acquired under this Agreement (except with respect to SECTIONS 8.9, 8.10, 8.11, 8.12 and 8.14 below for which no threshold or different ownership thresholds as specified therein shall apply) (the "REQUISITE OWNERSHIP"):
Affirmative Covenants of the Companies. From the date hereof until the earlier of the Closing Date or the termination of this Agreement, unless the prior written consent of Buyer shall have been obtained (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly contemplated herein, the Companies shall (and shall cause each of the Companies’ Subsidiaries to):
Affirmative Covenants of the Companies. For so long as this Agreement is in effect, the Seller shall (without the Seller, any Selling Shareholder or any of the Companies having any obligation to incur any expense outside the ordinary course of business), from the date of this Agreement to the Closing, except as specifically contemplated by this Agreement or as otherwise agreed to by the Purchaser, cause each of the Companies to:
Affirmative Covenants of the Companies. Except as set forth in Schedule 5.1.1 or as otherwise expressly contemplated hereby, between the date hereof and the earlier of the Closing Date or the date, if any, on which this Agreement is terminated pursuant to Section 9.1 ("Pre-Closing Period"), each Company shall, (a) carry on its operations in the Ordinary Course of Business, pay its Indebtedness and Taxes when due subject to good faith disputes over such Indebtedness or Taxes, pay or perform other material obligations when due, except when subject to good faith disputes over such obligations, and consistent with past practices and policies to use reasonable commercial efforts to preserve intact the Company's current business organization, keep available the services of its current managers, officers, employees and agents and preserve its relationships with customers, suppliers and others having business relationships with it, and (b) promptly notify Buyer of any event or occurrence that will have or could reasonably be expected to have a Company Material Adverse Effect.
Affirmative Covenants of the Companies. The Companies covenant and agree that from the date hereof, and so long as the Investor and/or its assigns shall, collectively be holders of the Warrant or of three percent (3%) or more of the outstanding Common Stock of the Company that the Companies will:
Affirmative Covenants of the Companies. So long as either (i) any Letter of Credit is outstanding, or (ii) any amount is due or owing to the Bank hereunder, the Company agrees, unless the Bank shall otherwise consent in writing, that:
Affirmative Covenants of the Companies. DMX-UK and DMX-NV hereby -------------------------------------- covenant and agree as follows:
Affirmative Covenants of the Companies. Each Company hereby covenants and agrees that, prior to the Closing Date, unless otherwise expressly contemplated by this Agreement or consented to in writing by Hanger, it will: (a) operate only in the Ordinary Course of Business; (b) use its best efforts to (1) preserve and/or maintain, in all material respects and consistent with past custom and practice, its business and properties, including its present operations, physical facilities, working conditions and relationships with its present employees and Persons having significant business relations with it, including, without limitation, suppliers and customers, (2) maintain and keep its properties and Assets in as good repair and condition as at present, ordinary wear and tear excepted, (3) keep in full force and effect insurance and bonds comparable in amount and scope of coverage to that currently maintained, and (4) at the request of Hanger or Buyer, obtain pre-clearance certificates and file such instruments and documents as are necessary to permit Buyer to liquidate such Company and distribute its Assets and Liabilities in liquidation to the Buyer on the Closing Date or immediately following the Closing Date; and (c) transfer, distribute and/or dispose of the items set forth in Sections 1.2(b) and 6.2 to the Sole Stockholder or to a third party at the direction of the Sole Stockholder, as further described therein.
