COVENANTS OF 3-D REGARDING EXCHANGEABLE SHARES Sample Clauses

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COVENANTS OF 3-D REGARDING EXCHANGEABLE SHARES. So long as any Exchangeable Shares are outstanding, 3-D shall:

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Related to COVENANTS OF 3-D REGARDING EXCHANGEABLE SHARES

• Representations, Warranties and Covenants of the Holder The Holder represents and warrants to, and agrees with, the Company as follows:

• REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER This Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder:

• Additional Covenants of Stockholder Stockholder hereby covenants and agrees that until the Termination Date:

• Termination of Subordination Period, Conversion of Subordinated Units and Extinguishment of Cumulative Common Unit Arrearages Notwithstanding any provision of this Agreement, if the General Partner is removed as general partner of the Partnership under circumstances where Cause does not exist and Units held by the General Partner and its Affiliates are not voted in favor of such removal, (i) the Subordination Period will end and all Outstanding Subordinated Units will immediately and automatically convert into Common Units on a one-for-one basis and (ii) all Cumulative Common Unit Arrearages on the Common Units will be extinguished.

• Representations, Warranties and Covenants of the Fund The Fund hereby represents, warrants and covenants each of the following:

• Representations, Warranties and Covenants of the Trust The Trust represents, warrants and covenants that:

• ADDITIONAL COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the termination of this Agreement:

• Representations, Warranties and Covenants of Stockholder Stockholder represents, warrants and covenants to Parent as follows:

• Representations, Warranties and Covenants of Holder Holder hereby represents, warrants and covenants to Parent that Holder (i) is the beneficial owner of the Shares, which, at the date of this Agreement and at all times up until the earlier to occur of (A) the Effective Time and (B) the Expiration Date, will be free and clear of any liens, claims, options, charges or other encumbrances (other than those created by this Agreement) and (ii) as of the date hereof does not own of record or beneficially any shares of outstanding capital stock of the Company other than the Shares (excluding shares as to which Holder currently disclaims beneficial ownership in accordance with applicable law). Holder has the legal capacity, power and authority to enter into and perform all of Holder’s obligations under this Agreement. This Agreement has been duly and validly executed and delivered by Holder and constitutes a valid and binding agreement of Holder, enforceable against Holder in accordance with its terms, subject to (a) laws of general application relating to bankruptcy, insolvency and the relief of debtors and (b) rules of law governing specific performance, injunctive relief and other equitable remedies.

• REPRESENTATIONS, WARRANTIES OF THE HOLDER The Holder represents and warrants to the Company as follows: