Certain Covenants and Agreements Clause Samples
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Certain Covenants and Agreements. 5.1 Conduct of Business by Target. From the date hereof to the Effective Date, Target will, except as required in connection with the Transaction and the other transactions contemplated by this Agreement and except as otherwise disclosed on the schedules hereto or consented to in writing by the Acquiring Company:
(a) carry on its business in the ordinary and regular course in substantially the same manner as heretofore conducted and not engage in any new line of business, or enter into any material agreement, transaction or activity or make any material commitment except those in the ordinary and regular course of business and not otherwise prohibited under this Section 5.1 with the exceptions of the planned product launch and the continuing bridge financing which will result in the issuance of additional Target Notes and underlying Target Note Warrants;
(b) neither change nor amend its Articles of Incorporation or Bylaws;
(c) not issue or sell shares of capital stock of Target or issue, sell or grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issuance or sale of any of the capital stock of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock of Target or make any changes (by split-up, combination, reorganization or otherwise) in the capital structure of Target;
(d) not declare, pay or set aside for payment any dividend or other distribution in respect of the capital stock or other equity securities of Target and not redeem, purchase or otherwise acquire any shares of the capital stock or other securities of Target or rights or obligations convertible into or exchangeable for any shares of the capital stock or other securities of Target or obligations convertible into such, or any options, warrants or other rights to purchase or subscribe to any of the foregoing;
(e) not acquire or enter into any agreement to acquire, by merger, consolidation or purchase of stock or assets, any business or entity;
(f) use its best efforts to preserve intact the corporate existence, goodwill, and business organization of Target, to keep the officers and employees of Target available to Target and to preserve the relationships of Target with suppliers, customers and others having business relations with Target, and preserve, maintain and enforce all of Target's material licenses, permits, and similar rights, except for such instances which would not hav...
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 organizational 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, (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, (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 organizational document relating to the issuer of any Pledged Equity Interest or (v) cause any Issuer of any Pledged Partnership Interests or Pledged LLC Interests which are not securities (for purposes of the Uniform Commercial Code) on the date hereof to elect or otherwise take any action to cause such Pledged Partnership Interests or Pledged LLC Interests to be treated as securities for purposes of the Uniform Commercial Code;
(b) without the prior written consent of the Trustee, it shall not permit any Issuer to merge or consolidate unless 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 deliver to the Trustee a completed Pledge Supplement with respect to such Pledged Equity Interests; notwithstanding the foregoing, except in the case of a transaction contemplated by Section 4(k) hereof, the security interest of the Trustee shall attach to all P...
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. Following possession of the Property, the Developer hereby covenants and agrees that: The Developer shall not knowingly permit the Property and Improvements 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 Property in violation of any applicable law; The Developer shall keep and maintain the Property and Improvements and each portion thereof in compliance with, and shall not cause or permit the Property and Improvements or any portion thereof to be in violation of, any Hazardous Materials Laws; Upon receiving actual knowledge of the same the Developer shall within ten (10) days advise the City 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 Property and Improvements pursuant to any applicable Hazardous Materials Laws; (B) any and all claims made or threatened by any third party against the Developer or the Property and Improvements 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 Property 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 Property and Improvements or Public Improvements or to be otherwise subject to any restrictions on the ownership, occupancy, transferability or use of the Property Improvements and Public Improvements under any Hazardous Materials Laws.
Certain Covenants and Agreements. Section 6.1 Conduct of Business by the Company. From the date hereof until the Closing Date or until this Agreement is terminated as provided in Article VIII, the Company shall, and the Sellers shall cause the Company to, except as required in connection with the transactions contemplated by this Agreement and except as otherwise consented to in writing by the Purchaser:
(a) conduct its businesses in the ordinary course on a basis consistent with past practice and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment with respect to the Business or the properties and assets of the Company except those in the ordinary course of business and not otherwise prohibited under this Section 6.1;
(b) use commercially reasonable efforts to preserve intact the goodwill and business organization of the Company, keep the officers and employees of the Company available to the Purchaser and preserve the relationships and goodwill of the Company with customers, distributors, suppliers, employees and others having business relations with the Company;
(c) maintain its existence and good standing in the State of California and in each jurisdiction in which the ownership or leasing of its property or the conduct of its business requires such qualification, except where the failure to so qualify will not have a Company Material Adverse Effect;
(d) duly and timely file or cause to be filed all reports and returns required to be filed with any Court or Governmental Entity and promptly pay or cause to be paid when due all Taxes and other governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith by appropriate proceedings;
(e) maintain in existing condition and repair (ordinary wear and tear excepted), consistent with past practices, all buildings, offices and other structures located on the Real Property, and all equipment, fixtures and other tangible personal property located on the Real Property;
(f) not authorize for issuance, issue and deliver any additional shares of its capital stock or securities convertible into or exchangeable for shares of its capital stock, or issue or grant any right, option or other commitment for the issuance of shares of its capital stock or of such securities, or split, combine or reclassify any shares of its capital stock, other than issuance of shares of the Company Stock pursuant to the exercise of Company Options issued and o...
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. Section 4.01 . Conflicting Agreements 7 Section 4.02 . Depositary Arrangement 7
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.