Covenants of the Company and Purchaser. The Company hereby covenants -------------------------------------- and agrees as set forth in Sections 6.1 through 6.5. Purchaser hereby covenants and agrees as set forth in Section 6.6.
Covenants of the Company and Purchaser. The parties hereto agree that:
Covenants of the Company and Purchaser. The Company and the Purchaser acknowledge and agree that:
Covenants of the Company and Purchaser. The Company hereby covenants and agrees with Purchaser, except as otherwise specifically provided in this Article V, so long as such Purchaser continues to own Debenture or Debenture issued upon conversion of Debenture, as follows:
Covenants of the Company and Purchaser. Each of the Company and Purchaser will:
Covenants of the Company and Purchaser. 6.1. Filings. The Company agrees with Purchaser that the Company will: (a) file a Form D with the Commission and any applicable state securities departments with respect to the Securities issued at the Closing as and when required under Regulation D and will provide a copy thereof to Purchaser promptly after such filing; (b) take such action as the Company reasonably determines upon the advice of counsel is necessary to qualify the Securities for sale under applicable state or "blue-sky" laws or obtain an exemption therefrom, and shall provide evidence of any such action to Purchaser at its request; (c) (i) on or prior to 8:30 a.m. (eastern time) on the Business Day immediately following the Closing Date, issue a press release disclosing the material terms of this Agreement and the Investment and (ii) on or prior to 8:30 a.m. (eastern time) of the fourth Business Day following the Closing Date, file with the Commission a Current Report on Form 8-K disclosing the material terms of this Agreement and the transactions contemplated hereby, including as exhibits this Agreement, the Articles of Amendment and the other Investment Documents; provided, however, that Purchaser shall have a reasonable opportunity to review and comment on any such press release or Current Report on Form 8-K prior to the issuance or filing thereof. Thereafter, the Company shall timely file any filings and notices required by the Commission or applicable law with respect to the transactions contemplated hereby; (d) promptly following the Closing Date, file with the Commission pursuant to Regulation 14A under the Exchange Act a preliminary proxy statement with respect to obtaining the consent of a majority of the stockholders of the Corporation to approve certain actions including, but not limited to, (i) the increase in the amount of authorized shares of Common Stock of the Company to 300,000,000 shares (ii) the removal of the prohibition set forth in the Article V, Section 3(a) of the Articles of Incorporation that the voting powers of preferred stock may not exceed one vote per share and (iii a reverse stock split on terms to be specified by the Purchaser and shall thereafter take such action as is necessary to comply with the provisions of such Regulation 14A and applicable law with respect thereto. Notwithstanding the foregoing, in the event that the Company is able to obtain the approval for the above referenced actions by the written consent of the holders of a majority of the sto...
Covenants of the Company and Purchaser. (a) The Company and the Purchaser are liable for, and shall pay, their own expenses incurred in connection with the negotiation, preparation, execution and delivery of this Agreement, including, without limitation, attorneys’ and consultants’ fees and expenses.
Covenants of the Company and Purchaser
