Continued Compliance. The Company shall comply with the Securities Act, the Securities Act Regulations, the Exchange Act and the Exchange Act Regulations so as to permit the completion of the distribution of the Public Securities as contemplated in this Agreement and in the Registration Statement, the Pricing Disclosure Package and the Prospectus. If at any time when a prospectus relating to the Public Securities is (or, but for the exception afforded by Rule 172 of the Securities Act Regulations (“Rule 172”), would be) required by the Securities Act to be delivered in connection with sales of the Public Securities, any event shall occur or condition shall exist as a result of which it is necessary, in the opinion of counsel for the Underwriters or for the Company, to (i) amend the Registration Statement in order that the Registration Statement will not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading; (ii) amend or supplement the Pricing Disclosure Package or the Prospectus in order that the Pricing Disclosure Package or the Prospectus, as the case may be, will not include any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements therein not misleading in the light of the circumstances existing at the time it is delivered to a purchaser or (iii) amend the Registration Statement or amend or supplement the Pricing Disclosure Package or the Prospectus, as the case may be, in order to comply with the requirements of the Securities Act or the Securities Act Regulations, the Company will promptly (A) give the Representative notice of such event; (B) prepare any amendment or supplement as may be necessary to correct such statement or omission or to make the Registration Statement, the Pricing Disclosure Package or the Prospectus comply with such requirements and, a reasonable amount of time prior to any proposed filing or use, furnish the Representative with copies of any such amendment or supplement and (C) file with the Commission any such amendment or supplement; provided that the Company shall not file or use any such amendment or supplement to which the Representative or counsel for the Underwriters shall reasonably object. The Company will furnish to the Underwriters such number of copies of such amendment or supplement as the Underwriters may reasonably request. The Company has given the Representative ...
Continued Compliance. The amounts or benefits payable by the Company -------------------- under Sections 4.2(b) and 4.3(c) are subject to Executive's continued compliance with the provisions of Article V below. If Executive violates the provisions of Article V, then the Company will have no obligation to make any of the payments that remain payable by the Company under Sections 4.2(b) and 4.3(c) on or after the date of such violation.
Continued Compliance. Employee agrees to continue to abide by the surviving provisions of the Employment Agreement, which is incorporated herein by reference.
Continued Compliance. The receipt of any severance payments or benefits pursuant to Section 5 shall be subject to the Executive not violating any of the provisions set forth in the Confidentiality and Non-Competition Agreement. In the event the Executive breaches any of the provisions set forth in the Confidentiality and Non-Competition Agreement, in addition to all other legal and equitable remedies, the Company shall have the right to terminate or suspend all continuing payments and benefits to which the Executive may otherwise be entitled pursuant to Section 5 without affecting the Executive’s release or the Executive’s obligations under the Separation Agreement and Release.
Continued Compliance. Executive and the Company hereby acknowledge that any Severance Payments and Benefits Payments payable by the Company under Section 4.2 (including by reason of Section 4.3) are part of the consideration for Executive’s undertakings under Article V below. Such amounts are subject to Executive’s continued compliance with the provisions of Article V. If Executive violates the provisions of Article V, then the Company will have no obligation to make any of the Severance Payments or Benefits Payments that remain payable by the Company under Section 4.2 (including by reason of Section 4.3) on or after the date of such violation.
Continued Compliance. You acknowledge and agree that all termination benefits provided to you under the Employment Agreement and this Letter Agreement payments and benefits payable to him under this Agreement (other than any termination benefits described in Paragraph 3(b)(i)(A) of the Employment Agreement) are contingent upon: (i) your continued compliance with the provisions of Paragraphs 4 and 5 of the Employment Agreement and (ii) your agreement to make yourself available in any third party claims, investigations, litigation or similar proceedings to answer any questions relating to your employment or actions as an employee, officer or director of the Company, including, without limitation, attendance at any deposition or similar proceeding, provided that the Company pays your actual and reasonable expenses in connection with his fulfillment of your obligations under this clause (ii). You further acknowledge and agree that the availability of such termination benefits is sufficient consideration for the release set forth in paragraph 3 of this Letter Agreement and termination of such payments and benefits due to your non-compliance shall not affect the release and covenant not to xxx set forth in paragraph 3 of this Letter Agreement.
Continued Compliance. To the extent deemed applicable by the Agent, the conditions of Section 12 shall remain or be satisfied.
Continued Compliance. Without waiver of the Company’s remedies for any breach of this Agreement, all amounts and other benefits paid, or due to you, hereunder are expressly conditioned on your not, at any time, being in breach of this Agreement.
Continued Compliance. Executive and the Company hereby acknowledge that the amounts or benefits payable by the Company under Sections 4.2(b) and (c), 4.3, and 4.4(c) and the Benefits Payments payable by the Company under Sections 4.2 or 4.3 are part of the consideration for Executive’s undertakings under Article V below. Such amounts and benefits are subject to Executive’s continued compliance with the provisions of Article V. If Executive violates the provisions of Article V, then the Company will have no obligation to make any of the payments that remain payable by the Company under Sections 4.2(b) or (c), 4.3 or 4.4 or the Benefits Payments that remain payable by the Company under Sections 4.2 or 4.3 on or after the date of such violation.
Continued Compliance. After the occurrence of the events described in Section 12.2.1 hereof, Company and City shall continue to comply with all provisions of this Agreement, including the affected provision, until the validity of the declaration or requirement has been finally adjudicated or a court orders Company or City to comply with such declaration or order, provided that either party may comply with any court order which is not stayed during the pendency of any appeal leading to said final adjudication.
