Additional Covenants of Counterparty Sample Clauses
The "Additional Covenants of Counterparty" clause sets out specific promises or obligations that the counterparty must fulfill beyond the standard terms of the agreement. These covenants may include requirements such as maintaining certain financial ratios, providing regular reports, or refraining from particular actions that could affect the agreement's performance. By detailing these extra commitments, the clause ensures that the counterparty's conduct aligns with the expectations of the other party, thereby reducing risk and promoting transparency throughout the contractual relationship.
Additional Covenants of Counterparty. (a) Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date for any Transaction will be (i) newly issued, (ii) approved for listing or quotation on the Exchange, subject to official notice of issuance, and (iii) registered under the Exchange Act, and, when delivered by Dealer (or an affiliate of Dealer) to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure to such Transaction, will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. Accordingly, Counterparty agrees that any Shares so delivered will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. In addition, Counterparty represents and agrees that any such Shares shall be, upon such delivery, duly and validly authorized, issued and outstanding, fully paid and nonassessable, free of any lien, charge, claim or other encumbrance.
(b) Counterparty agrees that Counterparty shall not enter into or alter any hedging transaction relating to the Shares corresponding to or offsetting any Transaction. Without limiting the generality of the provisions set forth opposite the caption “Unwind Activities” in Section 2 of this Master Confirmation, Counterparty acknowledges that it has no right to, and agrees that it will not seek to, control or influence Dealer’s decision to make any “purchases or sales” (within the meaning of Rule 10b5-1(c)(1)(i)(B)(3)) under or in connection with any Transaction, including, without limitation, Dealer’s decision to enter into any hedging transactions.
(c) Counterparty acknowledges and agrees that any amendment, modification, waiver or termination of this Master Confirmation or any Supplemental Confirmation must be effected in accordance with the requirements for the amendment or termination of a “plan” as defined in Rule 10b5-1(c). Without limiting the generality of the foregoing, any such amendment, modification, waiver or termination shall be made in good faith and not as part of a plan or scheme to evade the prohibitions of Rule 10b-5, and no such amendment, modification or waiver shall be made at any time at which Counterparty or any officer, director, manager ...
Additional Covenants of Counterparty. Counterparty shall not at any time prior to the termination of this Transaction communicate, directly or indirectly, any material nonpublic information concerning itself or the Shares or purchases or sales of Shares by CS to any Relevant CSNY Personnel. For purposes hereof, "
Additional Covenants of Counterparty. Counterparty covenants and agrees with BofA that:
(i) if the Transaction relates to a position in restricted or control securities within the meaning and scope of Rule 144, promulgated under the Securities Act, Counterparty shall: (A) provide accurate and complete information upon request of BofA concerning the manner of acquisition, duration of holding period, or the size of such securities position, any affiliation with the Issuer, and prior or anticipated sales, agreements, rights, options, sales, lock-up arrangements, aggregation requirements, and/or any other information relating to such securities; (B) file or cause to be filed with the Securities and Exchange Commission or any other governmental, regulatory, or self-regulatory authority, any and all disclosure documents which may be required or appropriate, including, but not limited to, the disclosure documents required by Rule 144 and/or Sections 13 or 16 of the Securities Exchange Act of 1934, as amended; and (C) promptly advise BofA prior to making any sales of, or executing any other transaction or agreement involving, such securities which are the subject of this Transaction; and
(ii) if the Transaction may involve, require or result in the delivery of securities or other financial assets, Counterparty is the legal and sole beneficial owner of the pledged Shares, and the same are free and clear of any all liens, charges, equities of redemption, rights of pre-emption, and any other security interests or encumbrances whatsoever other than Rule 145 restrictions; provided however, that if the pledged Shares are held through a Clearance System, (a) recordation of legal title in the name of such Clearance System or its nominee, and (b) liens on the pledged Shares of the type that are routinely imposed on all securities in such Clearance System, shall be permitted.
Additional Covenants of Counterparty. Counterparty shall deliver to CS opinions of counsel, dated no later than the Closing Date (as defined in the Purchase Agreement), subject to customary exclusions and substantially in the form agreed to by the parties on or prior to the Trade Date.
Additional Covenants of Counterparty. (a) Counterparty acknowledges and agrees that any Shares delivered by Counterparty to Dealer on any Settlement Date or Net Share Settlement Date for any Transaction will be (i) newly issued, (ii) approved for listing or quotation on the Exchange, subject to official notice of issuance, and (iii) registered under the Exchange Act, and, when delivered by Dealer (or an affiliate of Dealer) to securities lenders from whom Dealer (or an affiliate of Dealer) borrowed Shares in connection with hedging its exposure to such Transaction, will be freely saleable without further registration or other restrictions under the Securities Act in the hands of those securities lenders, irrespective of whether any such stock loan is effected by Dealer or an affiliate of Dealer. Accordingly, Counterparty agrees that any Shares so delivered will not bear a restrictive legend and will be deposited in, and the delivery thereof shall be effected through the facilities of, the Clearance System. In addition, Counterparty represents and agrees that any such Shares shall be, upon such