Corporation Covenants. The Corporation hereby covenants as follows:
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.
Corporation Covenants. The Corporation covenants and agrees with Holder that:
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:
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.
Corporation Covenants. The Corporation covenants and agrees with Executive, as a condition to his acceptance of employment with the Corporation, to take all actions within its power and to use its best efforts to obtain the approvals of third parties (including without limitation, the shareholders of the Corporation and/or parties to relevant agreements) necessary or appropriate, to accomplish the following as soon as reasonable practicable:
Corporation Covenants. 27 2.5 Consolidation, Merger or Sale or Transfer of Assets or Earning Power . . . . . . . . . . . . . . . . . . 28 2.6 Date on Which Exercise Is Effective . . . . . . . . . . . . 31 2.7 Execution, Authentication, Delivery and Dating of Rights Certificates . . . . . . . . . . . . . . . . . . . . . . . 31 2.8 Registration, Transfer and Exchange . . . . . . . . . . . . 32 2.9 Mutilated, Destroyed, Lost and Stolen Rights Certificates . 33 2.10 Persons Deemed Owners of Rights . . . . . . . . . . . . . . 33 2.11 Delivery and Cancellation of Certificates . . . . . . . . . 34 2.12
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.
Corporation Covenants. 55 ARTICLE VIII SUPPLEMENTAL INDENTURES NOT REQUIRING CONSENT OF REGISTERED OWNERS
Corporation Covenants. So long as any of the Notes are Outstanding:
