Certain Company Actions. Prior to the Effective Time, each of the Company and Parent shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Shares (including derivative securities with respect to Shares) resulting from the transactions contemplated by Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Certain Company Actions. Prior to the Effective Time, the Company ----------------------- shall take all such steps as may be required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the transactions contemplated by Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999 issued by the SEC to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP.
Certain Company Actions. 13 3.12 Withholding.........................................................................13 ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY.......................................13 4.1 Corporate Organization and Qualification............................................13 4.2 Capitalization......................................................................13 4.3 Authority Relative to This Agreement................................................14 4.4 Consents and Approvals; No Violation................................................14 4.5 SEC Reports; Financial Statements...................................................16 4.6 Absence of Certain Changes or Events................................................16 4.7 Litigation..........................................................................17 4.8 Insurance...........................................................................17 4.9 Taxes...............................................................................17 4.10 Employee Benefit Plans; Labor Matters...............................................19 4.11 Environmental Laws and Regulations..................................................21 4.12
Certain Company Actions. (a) Company shall use best efforts to cause, within fifteen (15) business days after the Closing, the vacancies created pursuant to Section 2.2(a)(ix) to be filled by individuals designated by Purchaser and those individuals to be appointed to constitute the majority of the nominating committee of the Board of Directors.
Certain Company Actions. (a) Until the next duly convened annual meeting of the Company stockholders, without Purchaser’s consent, the Company shall not change the number of directors constituting the entire Board of Directors or fill any vacancy in the Board (except as set forth above), change the nature of Company’s operations, incur any debt for borrowed money, guarantee any obligation of any third party, issue any capital stock other than pursuant to obligations to issue Common Stock listed on Schedule 3.1(g), issue or grant any instrument exercisable for or convertible into capital stock, file any application for bankruptcy, receivership or similar proceeding, or otherwise enter into any transaction other than in the ordinary course of business, amend its certificate of incorporation, or bylaws, use the proceeds from sale of the Securities, except as set forth in Schedule 4.11, establish any account at any bank other than that set forth on Exhibit D or change the banking signature authority from that set forth on Exhibit D, or agree to any of the foregoing.
Certain Company Actions. (a) Until the next duly convened annual meeting of the Company stockholders, without Purchaser’s consent, and except as contemplated by this Agreement, the Company shall not change the number of directors constituting the entire Board of Directors or fill any vacancy in the Board (except as set forth above in this Agreement), change the nature of Company’s operations, incur any debt for borrowed money, guarantee any obligation of any third party, issue any capital stock other than pursuant to obligations to issue Common Stock listed on Schedule 3.1(g) or pursuant to any Company equity incentive plan, issue or grant any instrument exercisable for or convertible into capital stock, or otherwise enter into any transaction other than in the ordinary course of business, amend its certificate of incorporation, or bylaws, use the proceeds from sale of the Securities, except as set forth in Schedule 4.7, establish any account at any bank other than that set forth on Schedule 4.11 or change the banking signature authority from that set forth on Schedule 4.11, or agree to any of the foregoing.
Certain Company Actions. Prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of Shares (including derivative securities with respect to Shares) resulting from the transactions contemplated by Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
Certain Company Actions. Sellers shall use their reasonable best efforts to cause the Company to amend, as promptly as practicable after the date hereof, all provisions of the Company’s existing employment agreement with Rxxxx Xxxxx, as well as any authorization of the Company Board of Directors and/or any power of attorney authorizing Mx. Xxxxx to bind the Company, in each case to restrict Mx. Xxxxx from taking any action that could result in the Sellers or the Company breaching any of the covenants under the Share Purchase Agreement or the Company Letter Agreement. If Mx. Xxxxx believes it is prudent to take any such action, he or the Company shall obtain the prior written consent (not to be unreasonably withheld) of Parent before taking any such action.
Certain Company Actions. 11 ARTICLE IV.
Certain Company Actions. Prior to the Effective Time, each of the Company and Eastern shall take all such steps as may be required (to the extent permitted under applicable Law) to cause any dispositions of Shares (including derivative securities with respect to Shares) resulting from the transactions contemplated by Section 1 of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.
