Other Covenants and Representations. 2.1. Financial Statements and Other Information
Other Covenants and Representations. 3.1. Covenant Not to Compete
Other Covenants and Representations. Except as provided in subsection (a) above, for a period of four (4) years following the Closing Date, the representations, warranties, covenants, agreements and indemnities included or provided in this Agreement, or in any Exhibit, document, certificate or other instrument delivered pursuant hereto, shall survive the Closing in accordance with the provisions hereof.
Other Covenants and Representations. 9 4.1 Financial Statements and Other Information......................... 9 4.2 Sale of Holdings Corp. or any of the Companies..................... 10 4.3 Tag-Along Rights................................................... 11 4.4 Covenant Not to Compete............................................ 14
Other Covenants and Representations. Inspection and Access . The Company shall provide the Centerbridge Fund and each of the Major Stockholders with the following information for so long as such party owns Securities: unaudited monthly (as soon as available and in any event within 30 days of the end of each month), unaudited quarterly (as soon as available and in any event within 45 days of the end of each quarter) and audited (by a nationally recognized accounting firm) annual (as soon as available and in any event within 90 days of the end of each year) financial statements prepared in accordance with generally accepted accounting principles in the United States as in effect from time to time, which statements shall include: the consolidated balance sheets of Seitel, Inc. ("Seitel") (and, to the extent otherwise prepared and available, the Company) and its Subsidiaries and the related consolidated statements of income, stockholders' equity and cash flows; a comparison to the corresponding data for the corresponding periods of the previous fiscal year and to Seitel's (and, to the extent otherwise prepared and available, the Company's) financial plan; in the case of the quarterly and annual financial statements only, unless management has otherwise prepared a narrative report for such monthly period, a reasonably detailed narrative descriptive report of the operations of Seitel (and, to the extent otherwise prepared and available, the Company) and its Subsidiaries in the form prepared for presentation to the senior management of Seitel (and, to the extent otherwise prepared and available, the Company) for the applicable period and for the period from the beginning of the then current fiscal year to the end of such period, if any; to the extent Seitel or the Company is required by law or pursuant to the terms of any outstanding indebtedness of Seitel or the Company to prepare such reports, any annual reports, quarterly reports and other periodic reports actually prepared and filed by Seitel or the Company pursuant to Section 13 or 15(d) of the Exchange Act as soon as available (provided, that any such reports shall be deemed to have been provided when such reports are publicly available via the Commission's XXXXX system or any successor to the XXXXX system); and such other information as the Centerbridge Fund or a Major Stockholder shall reasonably request. Nothing in this Agreement shall require the Company to prepare financial statements of the Company, whether audited or unaudited, or any o...
Other Covenants and Representations. 5 3.1 Financial Statements and Other Information.................................................. 5 3.2 Sale of Penhall or any of the Companies..................................................... 5 3.3 Tag-Along Rights............................................................................ 6
Other Covenants and Representations. (a) Xx. Xxxxxx agrees to keep the terms of this Agreement completely confidential and not to disclose any information concerning the Agreement to anyone other than his attorneys, tax accountants, or financial advisors as is reasonably necessary, provided that, if Xx. Xxxxxx makes a disclosure to any such person and such person makes a disclosure that, if made by Xx. Xxxxxx, would breach this paragraph 5(a), such disclosure will be considered to be a breach of this paragraph 5(a) by Xx. Xxxxxx.
Other Covenants and Representations. 30 9.1. Approved Sales..................................................................... 30 9.2. Tag-Along.......................................................................... 30 9.3. Management Investment.............................................................. 32 9.4. Purchaser Representative........................................................... 34
Other Covenants and Representations. Corporate Governance. The Company agrees that it will cause two -------------------- persons designated by Shareholder and reasonably acceptable to the Board of Directors to be elected to the Board of Directors upon the resignation of Xxxxxxxx X. Xxxxxx and Xxxx X. Xxxxx on the Closing. Shareholder and the Company agree that after the Closing the Board of Directors shall consist (and Shareholder and the Company shall use their respective best efforts to cause the Board of Directors to consist) of (i) two persons designated by Shareholder and reasonably acceptable to the Board of Directors, (ii) the CEO and (iii) at least three other persons who are Independent Directors. The Board of Directors will nominate directors thereafter consistent with the preceding sentence. The parties contemplate that Shareholder's two nominees will initially be Xxxx Xxxxxx and an industry figure selected by Shareholder with the assistance of the CEO of the Company. The provisions of this paragraph shall terminate in the event Shareholder and its Affiliates beneficially own Voting Securities representing less than 15% of the Voting Power in respect of the general election of directors of the Company.
Other Covenants and Representations. 5 2.1 Inspection and Access.................................................................................... 5 2.2 Public Offering or Sale of the Company........................................................ 6 2.3 Corporate Opportunity.................................................................................... 8 2.4 Tag-Along Rights........................................................................................... 8 2.5 Preemptive Rights.......................................................................................... 11
