Corporation Covenants Sample Clauses

Corporation Covenants. The Corporation hereby covenants as follows: (i) The Corporation will seek to hold a meeting of its shareholders in respect of the fiscal year ended 2006 by June 30, 2007 (the “2007 AGM”) and solicit proxies in favor of the following matters: (A) set the number of directors to be elected at the 2007 AGM at no less than five (5) directors and no more than six (6) directors; (B) elect a slate of directors to the board of the Corporation to be selected as described in Section 6 below; and (C) re-appoint Deloitte Touche or appoint such new auditor as the directors of the Corporation may unanimously recommend, as auditor of the Corporation. (ii) The Receiver shall be entitled and permitted to vote the Shares without restriction and the Corporation shall use its best efforts to assist the Receiver to do so; provided, however, that the Receiver shall at the 2007 AGM vote in favor of the matters set forth in Section 5(a)(i) above. (iii) Up until the Corporation’s shareholders’ meeting held in respect of the fiscal year ended 2007 (the “2008 AGM”) the Receiver shall have the right to designate two persons as director nominees (the “Receiver Designees”) to be elected or appointed as directors of the Corporation. Accordingly, at the 2007 AGM, the Receiver shall have the right to designate two persons as the Corporation’s director nominees. The Corporation shall use its best efforts to cause the director nominees set forth in Section 6 of this Agreement or their replacement nominees appointed pursuant to this Agreement to be elected at the 2007 AGM, to serve for a term expiring at the 2008 AGM. (iv) The Corporation shall not nominate Xxxxxxx Xxxxxxxxx, Quarry Bay Investments Inc. nor any of their affiliates, directors, officers, employees, partners, limited partners, agents or counsel as a director of the Corporation, or vote any shares to support Xxxxxxx Xxxxxxxxx, Quarry Bay Investments Inc. or their affiliates for appointment to the board of directors of the Corporation. Notwithstanding the foregoing, at the 2007 AGM and up until the 2008 AGM, Xxxxxxxxx shall have the right to designate two (2) nominees to be elected or appointed as directors of the Corporation (the “Xxxxxxxxx Designees”). (v) The Corporation may, if the directors determine it to be in the best interests of the Corporation, consummate an offering of securities, which may consist of or include an offering of common shares, warrants and/or debt instruments (a “Financing”) in order to obtain funding f...

Corporation Covenants. (a) The Corporation hereby agrees and warrants to each Member (i) that it will not cause the LLC or any material subsidiary of the LLC to convert into, or elect to be treated as, a corporation for Tax purposes without the prior written consent of 75% in interest of the Members (determined based upon Unit ownership as of the date of this Agreement and before any Exchange), (ii) that it will not cause the LLC to contribute any of its assets (other than any assets with a de minimis aggregate gross value) into one or more subsidiaries that are treated as corporations for Tax purposes, or cause the LLC to liquidate or distribute in kind any of its non-cash assets to its members, without the prior written consent of 75% in interest of the Members (as so determined), and (iii) that it will cause the LLC, and any subsidiary that is treated as a partnership for Tax purposes, to make valid Section 754 elections (and all comparable elections under applicable state and local tax law) for its first Taxable Year ending after the date of this Agreement and it will not seek to revoke any such election until the Corporation has received all possible tax benefits from all Basis Adjustments and Imputed Interest in respect of which the Corporation may be required to make any payments under this Agreement to the Applicable Members. (b) The Corporation hereby agrees that prior to (i) any proposed Interest Sale or (ii) any proposed sale or other disposition of all or any substantial part of the non-cash assets of the LLC, it shall deliver to each Member notice of such proposed transaction at least thirty (30) days prior to the consummation thereof (the "Closing Date") and afford each Member that still holds Units the opportunity to Exchange all or part of such Units prior to the Closing Date.

Corporation Covenants. The Corporation covenants and agrees with Holder that:

Corporation Covenants. 14 SECTION 6.03. Notices........................................................14 SECTION 6.04. Counterparts...................................................15 SECTION 6.05. Entire Agreement; No Third Party Beneficiaries.................15 SECTION 6.06. Governing Law..................................................15 SECTION 6.07. Severability.................................................

Corporation Covenants. Until the Replacement Note is paid in full, the Corporation covenants and agrees that, except as have been amended, terminated, waived or consented to through the Closing Date, or unless consented to by a Super Majority-In-Interest of the Holders (as defined in the Note) or Dorsar Investment Company: a. The covenants set forth in Section 7 of the 2011 Purchase Agreement shall remain in effect, subject to Section 8(a) below. b. Neither the Corporation nor its Subsidiaries other than JAG or Ecoeos shall incur after the Closing any debt, liability or obligation, including loans, notes, bonds, debentures or similar instruments, (regardless of whether such debt, liability or obligation has rights or preferences superior, equal or subordinate to the rights or preferences of the Note) except for trade accounts payable and employment taxes, all of which must have been incurred in the ordinary course of its business. c. The Corporation shall not allow any of its assets or properties to become subject to any lien, security agreement or other encumbrances. d. The Corporation shall not acquire after the Closing any interest in (whether equity, equity-linked and/or debt security investments) any entity. e. Except for JAG or Ecoeos, the Subsidiaries shall not allow any of its assets or properties to become subject to any lien, security agreement or other encumbrances. f. Except for JAG or Ecoeos, the Subsidiaries shall not acquire after the Closing any interest in (whether equity, equity-linked and/or debt security investments) any entity. g. The Corporation shall (immediately following the giving of proper notice, if any, required under the Replacement Note) pay and apply fifty percent (50.0%) of any and all proceeds received by the Corporation from JAG from the following payments to pay-off the outstanding debt and obligations owed under the Replacement Notes:

Corporation Covenants. The Corporation hereby covenants and agrees as follows: (1) if requested by the Purchaser, to make available and afford the Purchaser and its authorized representatives and provide a copy of all contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to the Corporation; (2) to take all such corporate and other action as required to cause the Corporation Options to be cancelled prior to on as of the Closing Date; (3) to conduct and operate its business and affairs only in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its business organization, goodwill and material business relationships with other persons and, for greater certainty, it will not enter into any material transaction out of the Ordinary Course of Business consistent with past practice without the prior consent of the Purchaser, and the Corporation will keep the Purchaser fully informed as to the material decisions or actions required or required to be made with respect to the operation of its business, provided that such disclosure is not otherwise prohibited by reason of a confidentiality obligation owed to a third party for which a waiver could not be obtained; (4) except as may be necessary or desirable in order to effect the Purchase as contemplated hereunder, not alter or amend its constating documents as they exist at the date of this Agreement; and

Corporation Covenants. The Corporation hereby covenants with the Owner: 1) To permit the Owner, as long as he complies with the covenants, to use the Heat Pump without interference from the Corporation

Corporation Covenants. So long as any of the Notes are Outstanding: (a) The Corporation shall not engage in any business or activity other than in connection with the activities contemplated hereby and in the Student Loan Purchase Agreements, and in connection with the issuance of Notes. (b) The funds and other assets of the Corporation shall not be commingled with those of any other individual, corporation, estate, partnership, joint venture, association, joint stock company, trust, unincorporated organization, or government or any agency or political subdivision thereof. (c) The Corporation shall not be, become or hold itself out as being liable for the debts of any other party. (d) The Corporation shall not form, or cause to be formed, any subsidiaries. (e) The Corporation shall act solely in its own name and through its duly authorized officers or agents in the conduct of its business, and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned. (f) The Corporation shall maintain its records and books of account and shall not commingle its records and books of account with the records and books of account of any other Person. The books of the Corporation maybe kept (subject to any provision contained in the statutes) inside or outside the State at such place or places as may be designated from time to time by the board of trustees or in the bylaws of the Corporation. (g) All actions of the Corporation shall be taken by a duly authorized officer or agent of the Corporation. (h) The Corporation shall not amend, alter, change or repeal any provision contained in this Section without (i) the prior written consent of the Trustee and each Credit Facility Provider or Liquidity Facility Provider, if required by the Reimbursement Agreement relating to such Liquidity Facility, and (ii) a Rating Confirmation from each Rating Agency rating any Notes Outstanding (a copy of which shall be provided to the Trustee) that such amendment, alteration, change or repeal will have no adverse effect on the rating assigned to the Notes. (i) The Corporation shall not amend its Articles of Incorporation without first obtaining the prior written consent of each Rating Agency and each Credit Facility Provider, if any. (j) All audited financial statements of the Corporation that are consolidated with those of any Affiliate thereof will contain detailed notes clearly stating that (i) all of the Corporation's assets are owned by the Corporation,...

Corporation Covenants. 55 ARTICLE VIII SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF REGISTERED OWNERS

Corporation Covenants. (a) The Corporation covenants and agrees that, after the Separation Time, it shall not, except as permitted or contemplated by Sections 3.1, 3.2, 5.1 and 5.5, take (nor shall it permit any of its Subsidiaries to take) any action if at the time such action is taken it is reasonably foreseeable that such action will diminish substantially or otherwise eliminate the benefits intended to be afforded by the Rights. (b) The Corporation covenants and agrees that it shall not, at any time after the Separation Time: (i) consolidate with any other Person (other than a Subsidiary of the Corporation in a transaction which complies with Subsection 2.4(a)), (ii) merge with or into any other Person (other than a Subsidiary of the Corporation in a transaction which complies with Subsection 2.4(a)), or (iii) sell or transfer (or permit any of its Subsidiaries to sell or transfer), in one or more transactions, assets or earning power aggregating more than 50% of the assets or earning power of the Corporation and its Subsidiaries (taken as a whole) to any other Person or Persons (other than the Corporation and/or any of its Subsidiaries in one or more transactions each of which complies with Subsection 2.4(a)): if (A) at the time of or immediately after such consolidation, merger or sale there are any rights, warrants or other instruments or securities outstanding or agreements in effect which would substantially diminish or otherwise eliminate the benefits intended to be afforded by the Rights; or (B) prior to, simultaneously with or immediately after such consolidation, merger or sale, the shareholders of the Person who constitutes, or would constitute, the "Principal Party" for the purposes of Subsection 2.5(a) shall have received a distribution of Rights previously owned by such Person or any of its Affiliates and Associates.