Covenants of the Stockholders. Each of the Stockholders, severally and not jointly, agrees as follows:
Covenants of the Stockholders. Each Stockholder hereby covenants as follows:
Covenants of the Stockholders. Until the valid termination of the provisions of this Section 3 pursuant to Section 8, the Stockholders agree as follows:
Covenants of the Stockholders. Each Stockholder, severally and not jointly, agrees as follows:
Covenants of the Stockholders. The Stockholders hereby covenant and agree with Provant and Acquisition that they shall:
Covenants of the Stockholders. Until the termination of this Agreement in accordance with Section 5, the Stockholders agree as follows:
Covenants of the Stockholders. (a) During the period beginning on the date of this Agreement and ending on the earliest of (x) the Effective Time, (y) the termination of the Merger Agreement in accordance with its terms and (z) the termination of this Agreement in accordance with its terms (the “Restricted Period”), each Stockholder hereby agrees:
Covenants of the Stockholders. The Stockholder hereby agrees ----------------------------- and covenants that:
Covenants of the Stockholders. Promptly after the Effective Time, Parent shall cause to be mailed to each holder of record of Company Common Stock that was converted pursuant to Section 1.06 hereof into the right to receive Parent Stock a letter of transmittal (“Letter of Transmittal”) that shall contain additional representations, warranties and covenants of such Stockholder, including without limitation, that (a) such Stockholder has full right, power and authority to deliver such Company Common Stock and Letter of Transmittal, (b) the delivery of such Company Common Stock will not violate or be in conflict with, result in a breach of or constitute a default under, any indenture, loan or credit agreement, deed of trust, mortgage, security agreement or other agreement or instrument to which such Stockholder is bound or affected, (c) such Stockholder has good, valid and marketable title to all shares of Company Common Stock indicated in such Letter of Transmittal and that such Stockholder is not affected by any voting trust, agreement or arrangement affecting the voting rights of such Company Common Stock, (d) whether such Stockholder is an “accredited investor,” as such term is defined in Regulation D under the Securities Act and that such Stockholder is acquiring Parent Stock for investment purposes, and not with a view to selling or otherwise distributing such Parent Stock in violation of the Securities Act or the securities laws of any state and (e) such Stockholder has had an opportunity to ask and receive answers to any questions such Stockholder may have had concerning the terms and conditions of the Merger and the Parent Stock and has obtained any additional information that such Stockholder has requested. Delivery shall be effected, and risk of loss and title to the Company Common Stock shall pass, only upon delivery to Parent (or an agent of Parent) of (x) certificates evidencing ownership thereof as contemplated by Section 1.07 hereof (or affidavit of lost certificate), and (y) the Letter of Transmittal containing the representations, warranties and covenants contemplated by this Article IV.
Covenants of the Stockholders. Each of the Stockholders hereby waives any default or Event of Noncompliance that may have occurred prior to the date hereof with respect to the late reporting or presentation of financial materials and/or budgets pursuant to Sections 6.3 and 6.22 herein.
