Company Procedures Sample Clauses
Company Procedures. In connection with the Company's registration obligations pursuant to Section 2, the Company shall keep each Registration Statement continuously effective for the period of time provided in Section 2, to permit the sale of Registrable Securities covered by such Registration Statement in accordance with the intended method or methods of distribution thereof specified in such Registration Statement or in the related prospectus(es), and shall:
(i) comply with such provisions of the Securities Act as may be necessary to facilitate the disposition of all Registrable Securities covered by such Registration Statement during the applicable period in accordance with the intended method or methods of disposition thereof set forth in such Registration Statement or such prospectus or supplement thereto;
(ii) notify the Holders, promptly (A) when each Registration Statement, prospectus, or supplement thereto or further post-effective amendment has been filed, and, with respect to each Registration Statement or further post-effective amendment, when it has become effective, (B) of any request by the SEC for amendments or supplements to any Registration Statement or prospectus or for additional information, (C) of the issuance by the SEC of any comments with respect to any filing and of any stop order suspending the effectiveness of any Registration Statement or the initiation of any proceedings for that purpose, (D) of the receipt by the Company of any notification with respect to the suspension of the qualification of any Registrable Securities for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (E) of the happening of any event that makes any statement made in any Registration Statement, prospectus, or any other document incorporated therein by reference untrue or that requires the making of any changes in such Registration Statement, prospectus, or any document incorporated therein by reference in order that such documents not contain any untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, and (F) of the Company's determination that a further post-effective amendment to such Registration Statement would be appropriate;
(iii) furnish to each Holder, without charge, as many conformed copies as may reasonably be requested by such Holder, of each Registration Statement and any further post-effective amendments thereto,...
Company Procedures. The board of directors and shareholders’, meeting of each Warrantor shall pass necessary resolutions to approve the proposed transaction under the reorganization plan to which it is a party;
Company Procedures. The Managing Member shall cause the Company to maintain its existence separate and distinct from any other Person, including, without the need to obtain approval of the Class A Members, by taking the following actions:
(a) maintaining in full effect its existence, rights and franchises as a limited liability company under the laws of the State of Delaware and obtaining and preserving its qualification to do business in each jurisdiction in which such qualification is or will be necessary to protect the validity and enforceability of this Agreement and each other instrument or agreement necessary or appropriate to properly administer this Agreement and permit and effectuate the transactions contemplated in this Agreement;
(b) conducting its affairs separately from those of the Managing Member and its Affiliates and maintaining accurate and separate books and records;
(c) acting solely in its own limited liability company name and not that of any other Person, including the Managing Member or any of its Affiliates;
(d) not holding itself out as having agreed to pay, or as being liable for, the obligations of the Managing Member or any of its Affiliates;
(e) not commingling its assets with those of any other Person;
(f) observing all limited liability company formalities required in this Agreement and by its Certificate of Formation;
(g) not acquiring obligations of its Members, the Managing Member or any of their respective Affiliates (other than the Company or the Project Companies);
(h) holding itself out as a separate entity; and
(i) correcting any known misunderstanding regarding its separate identity.
Company Procedures. The board of directors and Shareholders’ Meeting of the Seller and the Target Company shall pass necessary resolutions to approve the proposed transaction under the transaction document, and approve the conclusion, delivery and performance of each transaction document to which it is a party.
Company Procedures. Customer shall comply with Company's procedures related to performance under this Agreement as established by Company from time to time.
Company Procedures. The Employee undertakes to strictly and precisely abide by the general work procedures of the Company as they shall be provided to him in writing, and they shall constitute an integral part of the provisions of this Agreement.
Company Procedures. In connection with the Company's registration obligations pursuant to Section 6 or Section 7, the Company shall keep such registration effective for the shorter of (i) ninety (90) days or (ii) until Stockholder(s) has completed the distribution described in the registration statement relating thereto; provided, however, that such 90-day period shall be extended for a period of time equal to the period during which Stockholder(s) refrains from selling any securities included in such registration in accordance with provisions in Section 10 of this Agreement; and subject to such limitation, in connection with the Company's registration obligations pursuant to Section 6 or Section 7, the Company shall:
(i) keep each of the Stockholders whose Registrable Securities are included in any registration advised as to the initiation and completion of such registration;
(ii) deliver to each Stockholder, without charge, as many copies of the then-effective Prospectus covering such Registrable Securities and any amendments or supplements thereto as such Stockholder may reasonably request;
(iii) cooperate with the Stockholders to facilitate the timely preparation and delivery of certificates representing Registrable Securities to be sold; and
(iv) prepare and file, if necessary, a post-effective amendment or supplement to the Registration Statement or the related Prospectus(es) or any document incorporated therein by reference or file any other required document so that such Registration Statement and Prospectus will not thereafter contain an untrue statement of a material fact or omit to state any material fact necessary to make the statements therein not misleading.
Company Procedures. The Employee will comply with all Company standard procedures and practices, provided that such procedures and practices do not derogate from anything contained herein.
Company Procedures. Whenever the Company is required by the provisions hereof to effect the registration of the Registrable Securities under the Securities Act pursuant to a registration statement, the Company shall use its best efforts to effect such registration to permit the sale of the Registrable Securities in accordance with the intended method or methods of disposition thereof, and pursuant thereto the Company shall, as soon as practicable:
(i) prepare and file with the Commission a registration statement with respect to such Registrable Securities in connection with which the Company will give each Holder, the underwriters, if any, their respective counsel and accountants, the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants that have examined its financial statements as shall be necessary, in the opinion of such Holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act;
(ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective and the prospectus current and to comply with the provisions of the Securities Act with respect to the sale of the securities covered by such registration statement and the provisions hereof;
(iii) furnish to each Holder such numbers of copies of preliminary prospectuses and prospectuses and each supplement or amendment thereto and such other documents as each such Holder may reasonably request in order to facilitate the sale or other disposition of the Registrable Securities owned by such Holder in conformity with (A) the requirements of the Securities Act and (B) such Holders' proposed method of distribution;
(iv) register or qualify the securities covered by such registration statement under the securities laws of such jurisdictions within the United States as each Holder shall reasonably request, and do such other reasonable acts and things as may be required of it to enable each Holder to consummate the sale or other disposition in such jurisdictions of the securities owned by such Holder; p...
Company Procedures. You must follow protocols at all times, this can be found in the office, please take some time to read through and understand what each protocol means. Any questions you may have please speak to the CEO who will be happy to help.