Common use of Covenants Pending Closing Clause in Contracts

Covenants Pending Closing. Pending the Closing the Company will not, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respects. The Company will promptly advise the Investor in writing of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Annuity & Life Re Holdings LTD), Securities Purchase Agreement (Exel LTD)

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Covenants Pending Closing. Pending the Closing the Company will ------------------------- not, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respects. The Company will promptly advise the Investor in writing of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scottish Annuity & Life Holdings LTD)

Covenants Pending Closing. Pending the Closing the Company will not, without the Investor's Investors' prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respectsperformance. The Company will promptly advise the Investor in writing Investors of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Yellow Brix Inc)

Covenants Pending Closing. Pending the Closing Closing, the Company will not, and will not permit any other Transaction Party to, without the Investor's Institutional Investors’ prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respectsperformance. The Company will promptly advise the Investor in writing Investors of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Subscription Agreement (Ensource Energy Income Fund LP)

Covenants Pending Closing. Pending the Closing Closing, neither the Company will notnor any Subsidiary will, without the Investor's Purchasers' prior written consent, take any action which would result in any of the representations or warranties contained made by the Company in this Agreement not being true in all any material respects respect at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respectsperformance. The Company will promptly advise notify the Investor in writing Purchasers of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Purchase Agreement (Ubs Capital Americas Iii Lp)

Covenants Pending Closing. (a) Pending the Closing the Company will not, without the InvestorWPEP's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respectsperformance. The Company will promptly advise the Investor in writing Investors of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Preferred Stock Purchase Agreement (Zymogenetics Inc)

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Covenants Pending Closing. Pending the Closing the Company will not, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respectsperformance. The Company will promptly advise the Investor in writing of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Common Stock (Yellow Brix Inc)

Covenants Pending Closing. Pending the Closing the Company will not, without the Investor's prior written consent, consent take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respects. The Company will promptly advise the Investor in writing of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Annuity & Life Re Holdings LTD)

Covenants Pending Closing. Pending the Closing the Company will not, ------------------------- without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true in all material respects at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance in all material respects. The Company will promptly advise the Investor in writing of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Securities Purchase Agreement (Scottish Annuity & Life Holdings LTD)

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