Covenants of the Shareholders and the Company. The Shareholders and the Company hereby covenant and agree with Acquiror:
Covenants of the Shareholders and the Company a) For the period commencing on the date hereof and ending on the earlier of June 1, 2001 or the date six (6) months from the closing date of the Financing, each Shareholder, agreeing as to itself severally and not jointly, shall not (i) sell, transfer, pledge, assign or otherwise dispose of (including by gift) (collectively, "Transfer"), consent to any Transfer of, or enter into any contract, option or other arrangement (including any profit sharing arrangement) with respect to the Transfer of, any or all of the Subject Shares (or any interest therein) to any person and agrees not to commit or agree to take any of the foregoing actions or (ii) convert any shares of Series B Preferred held by the Shareholders into Common Stock pursuant to the terms and provisions of the Company's Certificate of Incorporation, as amended. Notwithstanding anything to the contrary contained herein, each Shareholder may, without the consent of the Company or any other person but so long as it is done in compliance with law, Transfer any or all of the Subject Shares (or any interest therein): (x) to one or more members of such Shareholder's family, any trust for the benefit of such Shareholder or one or more members of such Shareholder's family or any entity controlled by the Shareholder so long as the Transferee of such Subject Shares (or such interest therein) agrees to be bound by this Agreement; (y) in the event the Shareholder is a partnership or limited liability company, to its members or partners in distribution from the Shareholder in accordance with its governing documents so long as the Transferees of such Subject Share (or interest therein) agree to be bound by this Agreement or (z) to any Affiliate or partnership which is controlled by or under common control with the Shareholder or by or among any Tudor Entity. Notwithstanding the foregoing, the provisions of this Section 3(a) shall terminate if the Company has not consummated the Financing on or prior to January 31, 2001. For purposes hereof "
Covenants of the Shareholders and the Company. The Shareholders and --------------------------------------------- the Company shall have duly performed all of the covenants, acts and undertakings to be performed by them on or prior to the Closing Date and they shall deliver to Equifax certificates dated as of the Closing Date certifying to the fulfillment of this condition and the condition set forth in Section 8.1 hereof. Such certificates shall be deemed representations and warranties of the Shareholders and the Company hereunder.
Covenants of the Shareholders and the Company. 7.1 Conduct of Business of the Company................................................ 35 7.2
Covenants of the Shareholders and the Company. 7.1 Conduct of Business of the Company. Except as contemplated by this Agreement or as would not result in any liability (whether absolute, contingent or otherwise) of the Company or any of the Company Subsidiaries (other than amounts accrued as a current liability on the books and records to be used to prepare the Preliminary Closing Date Balance Sheet), during the period from May 3, 1999 to the Closing Date, the Company and each Company Subsidiary shall conduct its businesses and operations according to its ordinary course of business consistent with policies as currently in effect, including without limitation, pricing and discounting, preserve substantially intact its business organization and preserve its current relationships with customers, suppliers and other persons with which it has significant business relations. Without limiting the generality of the foregoing, prior to the Closing Date, except as otherwise expressly provided in this Agreement, as would not result in any liability to the Purchaser (other than amounts accrued as a current liability on the books and records to be used to prepare the Preliminary Closing Date Balance Sheet) or as previously consented to in writing by the Purchaser (which consent will not be unreasonably withheld or delayed), none of the Company nor any Company Subsidiary shall:
Covenants of the Shareholders and the Company. Each of the Shareholders and the Company hereby covenants and agrees that, during the term of this Agreement, he or it shall:
Covenants of the Shareholders and the Company
