Covenants of Holder. 1.1 The Holder hereby agrees that he or she shall:
Covenants of Holder. The Holder hereby agrees (a) to cooperate with the Company and to furnish to the Company all such information (including customary investor questionnaires) concerning its plan of distribution and ownership interests with respect to its Registrable Shares in connection with the preparation of each Registration Statement with respect to the Holder’s Registrable Shares and any filings with any state securities commissions as the Company may reasonably request, (b) to indemnify the Company, its officers, directors, employees, agents, representatives and Affiliates, and each Person, if any, who controls the Company within the meaning of the Securities Act, and each other Person, if any, subject to liability because of his, her or its connection with the Company, against any and all losses, claims, damages, actions, liabilities, costs and expenses (including without limitation reasonable fees, expenses and disbursements of attorneys and other professionals), joint or several, arising out of or based upon any untrue statement or alleged untrue statement of material fact contained in any such Registration Statement or the Prospectus contained therein, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading, if and only to the extent that such statement or omission occurs from reliance upon and in conformity with written information regarding the Holder, his, her or its plan of distribution or his, her or its ownership interests, that was furnished to the Company in writing by the Holder pursuant to an investor questionnaire or otherwise expressly for use therein unless such statement or omission was corrected in writing to the Company prior to the date one day prior to the date of the final Prospectus (as supplemented or amended, as the case may be).
Covenants of Holder. (a) During the period from the date of this Agreement until the Expiration Date, except in accordance with the provisions of this Agreement, Holder agrees not to, and will use best efforts to cause any investment banker, attorney or other adviser or representative of Holder not to:
Covenants of Holder. Until all of the Senior Indebtedness has been fully paid:
Covenants of Holder. (a) Holder covenants and agrees for the benefit of the Company that, prior to the Expiration Date, Holder will not (and will cause any funds or accounts managed by Holder, to not):
Covenants of Holder. (a) Each Holder agrees that, upon receipt of any notice from Zany of the happening of any event requiring the preparation of a supplement or amendment to a prospectus relating to Registrable Securities so that, as thereafter delivered to the Holders, such prospectus shall not contain an untrue statement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein not misleading, each Holder will forthwith discontinue disposition of Registrable Securities pursuant to the registration statement contemplated by Section 6.2 until its receipt of copies of the supplemented or amended prospectus from Zany and, if so directed by Zany, each Holder shall deliver to Zany all copies, other than permanent file copies then in such Holder's possession, of the prospectus covering such Registrable Securities current at the time of receipt of such notice.
Covenants of Holder. The Holder hereby covenants and agrees that (i) the Class A Common Stock obtainable upon conversion of the Notes pursuant to Section 1.4 hereof have not been registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act; (ii) that the Class A Common Stock received by the Holder upon such conversion must be held by the Holder, unless a subsequent disposition thereof is registered under the Securities Act or is exempt from such registration; (iii) that each certificate representing the Class A Common Stock obtained upon conversion may be endorsed with the following, or a similar, legends, where applicable: "THE SECURITIES EVIDENCED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "1933 ACT"), AND MAY NOT BE SOLD, TRANSFERRED, ASSIGNED OR HYPOTHECATED UNLESS THERE IS AN EFFECTIVE REGISTRATION STATEMENT UNDER THE 1933 ACT COVERING SUCH SECURITIES OR THE COMPANY RECEIVES AN OPINION OF COUNSEL, FOR THE HOLDER OF THE SECURITIES REASONABLY SATISFACTORY TO THE COMPANY, STATING THAT SUCH SALE, TRANSFER, ASSIGNMENT OR HYPOTHECATION IS EXEMPT FROM THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE 1933 ACT. THESE SECURITIES HAVE BEEN ISSUED OR SOLD IN RELIANCE ON PARAGRAPH (13) OF CODE SECTION 10-5-9 OF THE GEORGIA SECURITIES ACT OF 1973 AND MAY NOT BE SOLD OR TRANSFERRED EXCEPT IN A TRANSACTION WHICH IS EXEMPT UNDER SUCH ACT OR PURSUANT TO AN EFFECTIVE REGISTRATION UNDER SUCH ACT." and (iv) transfer agent may be instructed not to register the transfer of any of the shares of Class A Common Stock obtained upon conversion unless the conditions specified in the foregoing legend are satisfied. The Holder further covenants and agrees that it is aware of the provisions of Rule 144 promulgated under the Securities Act which permits limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including, among other things, the existence of a public market for the shares, the availability of certain current public information about the company whose shares are to be sold, the resale occurring not less than two years after a party has purchased and paid for the security to be sold, the sale being through a "broker's transaction", or in transactions directly with a "market maker" (as provided by Rule 144(f)) and the number of shares being sold during any three-month period not exceeding specified limitations (unle...
Covenants of Holder. (a) Holder will furnish to the Company in writing such information as the Company may reasonably require from such seller, and otherwise reasonably cooperate with the Company in connection with any Registration Statement with respect to such Registrable Securities.
Covenants of Holder. (a) Purchaser will furnish to the Company in writing such information as the Company may reasonably require from such seller, and otherwise reasonably cooperate with the Company in connection with any Registration Statement with respect to such Registrable Securities.
