Covenants of the Company and the Purchasers. The Company represents and agrees that, unless it obtains the prior consent of the Representatives, and each Purchaser, severally and not jointly, represents and agrees that, except for one or more term sheets relating to the Securities containing customary information and conveyed to purchasers of Securities, unless it obtains the prior consent of the Company and the Representatives, it has not made and will not make any offer relating to the Securities that, if the offering of Securities contemplated by this Agreement were conducted as a public offering pursuant to a registration statement under the 1933 Act, would constitute an “issuer free writing prospectus,” as defined in Rule 433, or that would otherwise constitute a “free writing prospectus,” as defined in Rule 405, required to be filed with the Commission.
Covenants of the Company and the Purchasers. (a) The Company agrees to use its best efforts to file with the Commission as soon as reasonably practicable following the final closing under this Agreement a registration statement on Form S-1 or such other form under the Securities Act then available to the Company (the “Registration Statement”) providing for the resale of the shares of Common Stock purchased hereunder, including any shares of Common Stock issuable upon exercise of the Warrants (collectively, the “Registrable Securities”). The Company shall use its commercially reasonable efforts to cause such Registration Statement to be declared effective by the Commission as soon as practicable after the initial filing thereof. Any Registration Statement shall provide for the resale from time to time, and pursuant to any method or combination of methods legally available by the Purchasers of any and all Registrable Securities. The Company shall use its commercially reasonable efforts to maintain the effectiveness of the Registration Statement until such time as the Common Stock sold hereunder may be sold under Rule 144 under the Securities Act; provided, however, that failure to do so shall not constitute a breach under this Section 4.
Covenants of the Company and the Purchasers. 7.1 Public Announcements...........................................................................31 7.2
Covenants of the Company and the Purchasers. 7.1 Public Announcements.
Covenants of the Company and the Purchasers. 4.1 The Company agrees with each Purchaser that it will, following the Closing:
Covenants of the Company and the Purchasers. (i) Upon the terms and subject to the conditions hereof, each of the parties hereto shall use commercially reasonable efforts to take, or cause to be taken, all appropriate action, and to do or cause to be done, all things necessary, proper or advisable under applicable laws and regulations to consummate and make effective the transactions contemplated by this Agreement as soon as practicable, including but not limited to cooperation in the preparation and filing of any required filings unde the HSR Act and any amendments to any thereof.
Covenants of the Company and the Purchasers. 4.1. Other Purchases; Most Favored Nation. Prior to the Merger, the Company will not issue any equity securities to any Person, except for (i) issuances of Class A Common Stock and Series A Preferred Stock on the same terms and at the same price or a greater price as the Initial Shares are being issued, or the Committed Shares will be issued, pursuant to this Agreement, (ii) issuances of equity securities (including rights to purchase equity securities) to employees or prospective employees of the Company on terms set forth on Schedule 3.11 (as such terms may be amended from time to time in accordance with the Stockholders Agreement) or (iii) issuances in accordance with the Stockholders Agreement; provided that the Company may issue Class A Common Stock and Series A Preferred Stock at a lesser price than the Class A Common Stock and Series A Preferred Stock, as the case may be, if the Company pays the Purchasers the difference between the price paid pursuant to this Agreement and such lower price multiplied by the number of Initial Shares or Committed Shares, as the case may be, purchased by them.
Covenants of the Company and the Purchasers. -16- The Company and the Purchasers hereby covenant and agree as follows:
Covenants of the Company and the Purchasers. Each of the continuing covenants and agreements of the Company, on the one hand, and each of the Purchasers, on the other hand, set forth in the Purchase Agreement shall remain in full force and effect in accordance with the terms thereof, except that it is agreed by the Company and each of the Purchasers that clause (ii) of Section 3.15 of the Purchase Agreement is hereby deleted and omitted in its entirety, and provided, further, that nothing hereunder shall be deemed a reaffirmation on the part of the Company or any Purchaser of any representation or warranty made in the Purchase Agreement.
Covenants of the Company and the Purchasers. The Company hereby covenants and agrees as follows:
