Certain Covenants and Agreements Clause Samples
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Certain Covenants and Agreements. 6.1. Conduct of OrthAlliance's Business Pending the Merger. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement or with the prior express written consent of OCA, OrthAlliance and each of its Subsidiaries shall maintain its existence and carry on its respective businesses in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 of the OrthAlliance Disclosure Schedule or as otherwise contemplated by this Agreement or as expressly consented to in writing in advance by OCA, OrthAlliance shall, and shall cause each of its Subsidiaries to:
(a) not declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock during any period, other than dividends or distributions by a Subsidiary of OrthAlliance to OrthAlliance or another Subsidiary of OrthAlliance;
(b) not (i) repurchase, redeem or otherwise acquire any shares of the capital stock of OrthAlliance or any Subsidiary of OrthAlliance, or any securities convertible into or exercisable for any shares of the capital stock of OrthAlliance or any Subsidiary of OrthAlliance, (ii) split, combine or reclassify any shares of its capital stock, or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, shares of its capital stock, or (iii) issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing, except, in the case of clauses (ii) and (iii), for the issuance of OrthAlliance Class A Common Stock upon the exercise, conversion or fulfillment of the Warrants, OrthAlliance Class B Common Stock or options issued or existing pursuant to the OrthAlliance Option Plans all to the extent outstanding and in existence on the date of this Agreement and in accordance with their current terms;
(c) not amend its certificate of incorporation, articles of incorporation, bylaws or other similar governing documents;
(d) not make any capital expenditures other than those which are made in the ordinary course of business consistent with past practice or are necessary to maintain existing assets in good repair;
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Certain Covenants and Agreements. Until the issuance of a Final Certificate of Completion by the Agency to the Developer, the Developer hereby covenants and agrees that:
a. Except for conditions existing prior to conveyance of any portion of the Site, whether known, disclosed or unknown, the Developer shall not knowingly permit any portion of the Site for which a Phase or Final Certificate of Completion has not been issued or any portion thereof to be a site for the use, generation, treatment, manufacture, storage, disposal or transportation of Hazardous Materials or otherwise knowingly permit the presence of Hazardous Materials in, on or under the Site in violation of any applicable law; The Developer shall keep and maintain the Development during the time that the Developer owns the Site and each portion thereof in compliance with, and shall not cause or permit the Development or any portion thereof to be used or operated in violation of, any Hazardous Materials Laws;
b. Upon receiving actual knowledge of the same the Developer shall immediately advise the Agency in writing of: (A) any and all enforcement, cleanup, removal or other governmental or regulatory actions instituted, completed or threatened against the Developer or the Development pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the Development relating to damage, contribution, cost recovery, compensation, loss or injury resulting from any Hazardous Materials (the matters set forth in the foregoing clause (A) and this clause (B) are hereinafter referred to as "Hazardous Materials Claims"); (C) the presence of any Hazardous Materials in, on or under the Site in such quantities which require reporting to a government agency; or (D) the Developer's discovery of any occurrence or condition on any real property adjoining or in the vicinity of the Development classified as "borderzone property" under the provisions of California Health and Safety Code, Sections 25220 et seq., or any regulation adopted in accordance therewith, or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Development under any Hazardous Materials Laws. If the Agency reasonably determines that the Developer is not adequately responding to a Hazardous Materials Claim, the Agency shall have the right to join and participate in, as a party if it so elects, any legal proceedings or actions initiated in connection with any su...
Certain Covenants and Agreements. Section 4.01.
Certain Covenants and Agreements. The Company hereby covenants and agrees that:
(a) without the prior written consent of the Trustee, it shall not vote or consent or take any other action to: (i) amend or terminate any partnership agreement, limited liability company agreement, certificate of incorporation, by-laws or other constitutive documents of any Issuer in any way that changes the rights of the Company with respect to any Pledged Equity Interests or adversely affects the validity, perfection or priority of the Trustee's security interest therein and, without limiting the foregoing, no such amendment or termination shall be made unless the Company provides at least 30 days' prior written notice of such proposed amendment or termination to the Trustee, (ii) permit any issuer of any Pledged Equity Interest to issue to any Person other than the Company any additional stock, partnership interests, limited liability company interests or other equity interests of any nature or to issue securities convertible into or granting the right of purchase or exchange for any stock or other equity interest of any nature of such Issuer, (iii) other than as permitted under the Indenture or this Agreement, permit any Issuer to dispose of all or a material portion of its assets or (iv) waive any default under or breach of any terms, in each case which would adversely affect the validity, perfection or priority of the Trustee's security interest hereunder, of any constitutive document relating to the issuer of any Pledged Equity Interest;
(b) without the prior written consent of the Trustee, it shall not permit any Issuer to merge or consolidate unless (i) at least 10 days' prior written notice thereof is provided to the Trustee and (ii) all the outstanding capital stock or other equity interests of the surviving or resulting corporation, limited liability company, partnership or other entity is, upon such merger or consolidation, pledged hereunder and no cash, securities or other property is distributed in respect of the outstanding equity interests of any other constituent Person;
(c) in the event that it acquires rights in any Pledged Equity Interests after the date hereof, it shall (A) cause each such Pledged Equity Interest to be represented by a Security Certificate (as defined in Section 8-102(a)(16) of the UCC) in registered form (the transfer of which may be registered upon books maintained by the Issuer thereof), and such Security Certificate shall by its terms (as evidenced by a legend attache...
Certain Covenants and Agreements. (a) In consideration of Employee’s employment hereunder, Employee agrees that during the Employment Term and for a period of (i) one (1) year after the Employment Term expires or is earlier terminated for any reason other than a termination without cause under paragraph 5(b), or (ii) six (6) months after the Employment Term is earlier terminated under paragraph 5(b), as the case may be, in each case other than in the event of a termination by Employee under paragraph 5(d), Employee will not directly or indirectly (i) solicit, induce or entice for employment, retention or affiliation, recommend to any corporation, entity or other person the solicitation, inducement or enticement for employment, retention or affiliation of, or employ, retain or affiliate with, any employee, consultant, independent contractor or other person employed or retained by, or affiliated with, the Corporation, or any of its subsidiaries or affiliates, (ii) engage in any activity intended to terminate, disrupt or interfere with the Corporation’s or any of its subsidiary’s or affiliate’s relationship with any customer, supplier, lessor or other person or entity, or (iii) engage or participate in, or have any interest in any corporation, person, or other entity, that engages or participates in any business or activity engaged or participated in by the Corporation on date of termination of the Employment Term. For purposes of this paragraph 6(a), Employee will be deemed directly or indirectly to be engaged or participating in the operation of such a business or activity, or to have an interest in a corporation, or other person or entity, if he is a proprietor, partner, joint venturer, shareholder, director, officer, lender, manager, employee, consultant, advisor or agent, or if he, directly or indirectly (including as a member of a group), controls all or any part thereof; provided, that nothing in this paragraph 6(a) shall prohibit Employee from holding less than five percent (5%) of a class of a corporation’s outstanding securities that are listed on a national securities exchange or traded in the over-the-counter market.
(b) Employee acknowledges that by his employment he will be in a confidential relationship with the Corporation and will have access to confidential information and trade secrets of the Corporation, its subsidiaries and affiliates (collectively, the “Confidential Information”). Confidential Information includes, but is not limited to, customer and client lists, financ...
Certain Covenants and Agreements. ▇▇▇▇▇▇▇ and Seller covenant and agree with Buyer as follows: Seller does not own any item of Personal Property; however in the event it is determined that ownership of any item of Personal Property is vested in Seller, ▇▇▇▇▇▇▇ and Seller will cause such Personal Property to be transferred to Oregano’s Pizza Bistro, Inc. or its successor at the Closing or promptly thereafter if such ownership is discovered following the Closing. The foregoing obligation to transfer any Personal Property shall survive the Closing.
(a) From the date of this Agreement until the Closing Date, Seller shall not and ▇▇▇▇▇▇▇ shall cause Seller not to execute any lease affecting the Real Property or amend, modify, renew, extend or terminate any of the Contracts or the Permits in any respect without the prior approval of Buyer, which approval will not be unreasonably withheld, conditioned or delayed. From the date of this Agreement until the Closing Date, Seller shall and ▇▇▇▇▇▇▇ shall cause Seller to manage, operate, maintain and repair the Real Property and the Personal Property in the ordinary course of business in accordance with sound property management practice, keep the Real Property and the Personal Property and every part therof in good repair and working order and sound condition (subject to normal wear and tear), comply with the Permits and all covenants, conditions, restrictions, and Legal Requirements applicable to the Real Property or the Personal Property, keep the Contracts and the Permits in force, promptly give Buyer copies of all notices received by Seller asserting any breach or default under the Contracts or any violation of the Permits or any covenants, conditions, restrictions, or Legal Requirements applicable to the Real Property or the Personal Property, and perform when due all of Seller’s obligations under the Contracts and the Permits and all Legal Requirements. From the date of this Agreement until the Closing Date, Seller shall and ▇▇▇▇▇▇▇ shall cause Seller to keep in force current property insurance covering all buildings, structures, improvements, machinery, fixtures and equipment included in the Real Property.
(b) From the date of this Agreement until the Closing Date, Seller shall not and ▇▇▇▇▇▇▇ shall cause Seller not to use, produce, process, manufacture, generate, treat, handle, store or dispose of any Hazardous Substances in, on or under the Real Property (other than in the ordinary course of business), or use the Real Property for any such pur...
Certain Covenants and Agreements. 5.1 Conduct of Business prior to the Closing Date. Seller agrees that, except as expressly set forth in this Agreement or on Schedule 5.1 or approved by Buyer in writing, from the date of this Agreement through, and including, the Closing Date:
(a) The NOARK Group and Seller and its Affiliates, as applicable, shall operate the Business in the ordinary course of business including with respect to the collection of receivables and payment of payables, and Seller, its Affiliates and the NOARK Group, as applicable, will use all reasonable efforts to preserve intact their relationships with their customers, suppliers, distributors, employees and other Persons having commercially beneficial relationships with any member of the NOARK Group in the ordinary course of business;
(b) No change shall be made in the certificate of formation, partnership agreement, limited liability company operating agreement, members’ agreement or any other organizational document of any of the members of the NOARK Group;
(c) No change shall be made in the number or dollar amount of authorized or issued equity interests of the members of the NOARK Group; nor shall any option, warrant, call, right, commitment, conversion right, right of first refusal, or agreement of any character be granted or made by Seller or a member of the NOARK Group relating to the authorized or issued equity interests of any member of the NOARK Group; nor shall a member of the NOARK Group issue, grant or sell any securities or obligations convertible into equity interests in a member of the NOARK Group;
(d) No member of the NOARK Group shall incur any Indebtedness (other than trade payables incurred in the ordinary course of business) or make any loans, advances or capital contributions to, or investments in, any other Person;
(e) No member of the NOARK Group, nor Seller or any of its Affiliates, shall (i) increase the compensation payable or to become payable to any Subject Employee, officer or director thereof except in the ordinary course of business as part of regular annual reviews, or increase any bonus plan or other employee benefit plan, or (ii) commit itself to any additional pension, profit-sharing, bonus, incentive, deferred compensation, equity interest purchase, equity interest option, equity interests appreciation right, severance pay, retirement or other employee benefit plan, agreement or arrangement, or to any material employment or consulting agreement with or for the benefit of any Person, or ...
Certain Covenants and Agreements. Section 3.01. Access; Information 7 Section 3.02. Confidentiality 7 Section 3.03. Conflicting Agreements 9 Section 3.04. Corporate Opportunities 9
Certain Covenants and Agreements. The Company shall have delivered, or caused to be delivered, to the Purchaser evidence, reasonably satisfactory to the Purchaser, that the Company shall have complied with the covenants and agreements set forth in Section 5.4.
Certain Covenants and Agreements. Section 4.01. Conflicting Agreements 6 Section 4.02. Depositary Arrangement 6