Covenants of Xx Xxxxx. Xx Xxxxx covenants and agrees that it is duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which Xx Xxxxx is exempt from registration or such registration is not otherwise required. Xx Xxxxx shall continue, for the term of this Agreement, to be duly registered as a broker-dealer under FINRA, the Exchange Act and the applicable statutes and regulations of each state in which the Shares will be offered and sold, except such states in which Xx Xxxxx is exempt from registration or such registration is not otherwise required, during the term of this Agreement.
Covenants of Xx Xxxxx. Xx. Xxxxx shall take all necessary actions to vote all shares the Company’s Class B Common Stock and Class A Common Stock for which Xx. Xxxxx possesses voting control in favor of the Proposal.
Covenants of Xx Xxxxx. Except as otherwise contemplated by this Agreement, and with respect to the matters covered by this Agreement, XX Xxxxx at all times prior to the Transition Date: shall conduct its business only in the ordinary course of business and not take any action with respect thereto outside of the ordinary course of business without NC's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed; shall use commercially reasonable efforts to preserve intact its current business, keep available the services of its officers, employees and agents and maintain its relations and good will with suppliers, customers, creditors, employees, agents and others having business relationships with it; shall comply with all legal requirements and contractual obligations applicable to the operation of its business that, if not complied with, would have a material adverse effect on this Agreement and the transactions contemplated hereby; shall do all acts that may be reasonably necessary or desirable to consummate the transactions contemplated by this Agreement; shall promptly notify NC in writing if it becomes aware of any fact or condition that: (i) causes or constitutes or would cause or constitute a breach of any of XX Xxxxx'x representations, warranties and covenants hereunder, (ii) would or be reasonably likely to result in any material adverse change of XX Xxxxx'x Pollution Control Services Business or (iii) would cause or constitute a breach of this Agreement or make the satisfaction of the conditions in Section 7 impossible or unlikely; shall comply with all contractual obligations, legal requirements and other obligations applicable to it; shall not take any affirmative action that, or fail to take any reasonable action the result of which, would have a material adverse effect on the Pollution Control Services Business or that would make the consummation of transactions contemplated by this Agreement impossible or unlikely; and shall not (i) increase the level of compensation or other remuneration or benefits of any employee of XX Xxxxx, (ii) enter into any employment or other similar agreement or modify any existing such agreement or (iii) enter into or modify any labor or collective bargaining agreement (except for renewals of such existing agreements), to the extent that such activities would impact Direct Costs customarily incurred by XX Xxxxx with respect to Orders or increase NC's obligations hereunder.
Covenants of Xx Xxxxx. Xx Xxxxx covenants and agrees that it is duly registered and qualified as a broker-dealer under FINRA, the Exchange Act, and the applicable statutes and regulations of each state or other jurisdiction in which the Shares will be offered or sold, except such states or other jurisdictions in which Xx Xxxxx is exempt from registration or qualification or such registration or qualification is not otherwise required. Throughout the term of this Agreement, Xx Xxxxx shall continue to be duly registered and qualified as a broker-dealer under FINRA, the Exchange Act, and the applicable statutes and regulations of each state or other jurisdiction in which the Shares will be offered or sold, except such states or other jurisdictions in which Xx Xxxxx is exempt from registration or qualification or such registration or qualification is not otherwise required.
Covenants of Xx Xxxxx
