Certain Additional Covenants and Agreements Clause Samples
Certain Additional Covenants and Agreements. (a) The Company covenants and agrees with Executive that (i) the Company will commence as promptly as possible an issuer tender offer for the currently registered shares of Company common stock not otherwise owned by MPAC Energy, LLC at a purchase price of U.S. $0.06 per share and on other generally standard and customary terms and conditions (the "Tender Offer"); and (ii) the Company ------------ will keep the Tender Offer open for at least the minimum time period required under Rule 13e-4(f) (the "Minimum Time Period") promulgated pursuant to the ------------------- Securities Exchange of Act of 1934, as amended. The parties hereto agree that all documents relating to the Tender Offer will be submitted to MPAC and EnCap and their counsel a reasonable time in advance of commencement of the Tender Offer for review and comment. The parties hereto agree that all comments of MPAC and EnCap on the Tender Offer Documents offered to the Company and its outside counsel will be given due consideration by the Company and its outside counsel in good faith and will be incorporated or appropriately reflected in the Tender Offer Documents unless there is no reasonable basis for such comments under applicable securities or other laws or in fact.
(b) Executive covenants and agrees with the Company, MPAC and EnCap that (i) he will cooperate with the Company, MPAC, EnCap and EnCap's representatives, and use his reasonable best efforts, to facilitate a smooth and effective transition to new senior management of the Company, (ii) that during the period commencing on the date hereof and ending on the Effective Date, he will continue to comply with the terms of the Employment Agreement and (iii) he will take no "material action" on behalf of the Company without the prior written approval of the board of directors of the Company. For purposes of the foregoing, a "material action" shall include (without limitation) selling or disposing of any oil, gas or mineral property or related asset, entering into any material contract (including any severance or similar arrangements), amending any existing contract in any material respect, or making any capital expenditure or series of related capital expenditures in excess of $25,000.
Certain Additional Covenants and Agreements. 18 6.01 Operation of Business Pending Closing................... 18 6.02
Certain Additional Covenants and Agreements. Employees................................................ 46 8.2
Certain Additional Covenants and Agreements. 4.1 Except as expressly amended hereby, the Acquisition Agreement and all other agreements, documents, instruments and certificates executed in connection therewith remain in full force and effect in accordance with their respective terms.
4.2 This Amendment may be executed in two or more counterparts, all of which taken together shall constitute one instrument. Delivery of an executed counterpart of a signature page to this Amendment by telecopier shall be as effective as delivery of a manually executed counterpart of this Amendment.
4.3 THE INTERPRETATION AND CONSTRUCTION OF THIS AMENDMENT, AND ALL MATTERS RELATING HERETO, SHALL BE GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS EXECUTED AND TO BE PERFORMED SOLELY WITHIN SUCH STATE WITHOUT REGARD TO THE PRINCIPLES OF CONFLICT OF LAWS THEREOF.
4.4 This Amendment shall not constitute a consent or waiver to or modification of any other provision, term or condition of the Acquisition Agreement. All terms, provisions, covenants, representations, warranties, agreements and conditions contained in the Acquisition Agreement, as amended hereby, remain in full force and effect. [SIGNATURE PAGES TO FOLLOW]
Certain Additional Covenants and Agreements. Costs and Expenses.......................................... 29 7.02 Confidentiality............................................. 29 7.03 Publicity................................................... 30 7.04
Certain Additional Covenants and Agreements. OMI hereby agrees to include among the Domestic Businesses' assets as of the Second Closing Date two workboats (OMS MAVRICK and OMS ▇▇▇▇▇▇) currently used by OMI Petrolink Corp.
Certain Additional Covenants and Agreements