Agreements and Covenants of the Company. The Company hereby agrees and covenants to:
Agreements and Covenants of the Company. (a) The Company hereby agrees and covenants to provide all instructions to the Trustee hereunder in writing, signed by the Company’s President or Chairman of the Board and Chief Financial Officer. In addition, except with respect to its duties under section 1(i) and (j) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company and/or FBW, whichever has the authority to issue the instructions, shall promptly confirm such instructions in writing;
Agreements and Covenants of the Company. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Closing Date and Parent shall have received a certificate of the Chief Executive Officer of the Company to that effect;
Agreements and Covenants of the Company. (a) The Company hereby agrees and covenants to provide all instructions to the Trustee hereunder in writing, signed by the Company's Chief Executive Officer, President or Chairman of the Board. In addition, except with respect to its duties under paragraph 1(i) above, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it in good faith believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing;
Agreements and Covenants of the Company. The Company hereby agrees and covenants to: (i) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chief Executive Officer, Chief Financial Officer or other authorized officer of the Company. In addition, except with respect to its duties under Sections 1(ix), (x) or (xi), the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (ii) Subject to Section 4, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(ii), it shall notify the Company in writing of such claim (an “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided, however, that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (iii) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Section...
Agreements and Covenants of the Company. The Company covenants and agrees with Parent and Merger Sub that, at all times from and after the date hereof until the earlier of the termination of this Agreement or the Effective Time and, with respect to any covenant or agreement by its terms to be performed in whole or in part after the Effective Time, for the period specified herein or, if no period is specified herein, indefinitely, the Company will comply with all covenants and provisions of this Article 6, except to the extent Parent may otherwise consent in writing.
Agreements and Covenants of the Company. The Company agrees to use commercially reasonable efforts to, as soon as practicable, take all steps necessary and advisable to increase the number of its authorized shares of Common Stock to an amount sufficient to allow for the conversion of the Series B Shares and the exercise of the Warrants.
Agreements and Covenants of the Company. 6.1 The Company shall give all instructions under this Agreement, such as any Payout Instruction or any instruction in accordance with Section 4.2.1 (each, a “Payment Instruction”), as a scan of a wet ink signed document signed by at least one (1) authorized signatory of the Company (an “Authorized Signatory”) attached as a PDF document to an email to the Escrow Agent’s email address as specified under Section 11.10. Prior to executing such Payment Instruction, the Escrow Agent will verify the name and signature of the Authorized Signatory and contact the Authorized Signatory having signed the Payment Instruction via telephone at the phone number specified in Annex 6.1 (such number not to be amended in any Payment Instruction) for confirmation of the payment (the “Call-Back Procedure”). The Escrow Agent is not obliged to execute any Payment Instruction without such oral confirmation via the Call-Back Procedure.
Agreements and Covenants of the Company. 3.1 Instructions 3.2 Indemnity 3.3 Fees 3.4 Stockholder Vote ARTICLE IV LIMITATIONS OF LIABILITY ARTICLE V WAIVER OF CLAIMS AGAINST TRUST ACCOUNT
Agreements and Covenants of the Company. The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it at or prior to the First Closing Date.
