COVENANTS OF REAL GOODS AND GAIAM Sample Clauses

COVENANTS OF REAL GOODS AND GAIAM. 33 SECTION 5.1. Affirmative Covenants of Real Goods 33 SECTION 5.2. Negative Covenants of Real Goods 33 SECTION 5.3. No Solicitation 35 SECTION 5.4. Settlement of Certain Claims 36 SECTION 5.5. Antitakeover Statutes 36 SECTION 5.6. Covenants of Gaiam 37 SECTION 5.7. Certain Employee Matters 37 ARTICLE 6 COVENANTS OF EACH PARTY 38 SECTION 6.1. Preparation of the Registration Statement; Shareholder Meeting 38 SECTION 6.2. Letters and Consents of Real Goods' Accountants 39 SECTION 6.3. Letters and Consents of Gaiam's Accountants 39 SECTION 6.4. Reasonable Efforts 39 SECTION 6.5. Public Announcements 40 SECTION 6.6. Notification of Certain Matters 41 SECTION 6.7. Access to Information 41 SECTION 6.8. Nasdaq Listing 41 SECTION 6.9. Rule 145 41 SECTION 6.10. Fairness Opinion 41 ARTICLE 7 CONDITIONS 42 SECTION 7.1. Conditions to the Obligations of Each Party 43 SECTION 7.2. Conditions to the Obligations of Real Goods 43 SECTION 7.3. Conditions to the Obligations of Gaiam 44 ARTICLE 8 TERMINATION 45 SECTION 8.1. Termination 45 SECTION 8.2. Effect of Termination 47 SECTION 8.3. Certain Fees 47 ARTICLE 9 MISCELLANEOUS 48 SECTION 9.1. Notices 48 SECTION 9.2. Amendments; No Waivers 49 SECTION 9.3. Rules of Construction 49 SECTION 9.4. Successors and Assigns 49 SECTION 9.5. Governing Law; etc 49 SECTION 9.6. Counterparts; Effectiveness 50 SECTION 9.7. Parties in Interest 50 SECTION 9.8. Severability 50 SECTION 9.9. Entire Agreement 51 SECTION 9.10. Survival of Representations and Warranties 51 EXHIBITS Exhibit A - Rule 145 Letter MERGER AGREEMENT MERGER AGREEMENT dated as of October 13, 2000 between GAIAM,INC., a Colorado corporation ("GAIAM"), and REAL GOODS TRADING CORPORATION, a California corporation ("REAL GOODS"). Certain capitalized terms used in this Agreement shall have the meanings assigned to them in Annex I.
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Related to COVENANTS OF REAL GOODS AND GAIAM

  • Covenants of Contributor Contributor agrees as follows:

  • Covenants of the Vendor The Vendor covenants and agrees with the Purchaser as follows:

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Covenants of Acquiror 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4

  • Covenants of Buyer Buyer agrees that:

  • Covenants of the Buyer The Buyer covenants and agrees with the Seller as follows:

  • COVENANTS OF GRANTOR For the purpose of further securing the indebtedness secured hereby and for the protection of the security of this Security Deed, for so long as the indebtedness secured hereby or any part thereof remains unpaid, Grantor covenants and agrees as follows:

  • Covenants of Shareholders Each Shareholder hereby covenants and agrees that:

  • Covenants of the Transaction Entities Each of the Transaction Entities, jointly and severally, covenants with each Underwriter as follows:

  • Covenants of Parent Parent agrees that:

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