Certain Company Actions Sample Clauses

Certain Company Actions. Prior to the Effective Time, the Company ----------------------- shall take all such steps as may be required to cause any dispositions of Company Shares (including derivative securities with respect to Company Shares) resulting from the transactions contemplated by Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act, such steps to be taken in accordance with the No-Action Letter dated January 12, 1999 issued by the SEC to Skadden, Arps, Slate, ▇▇▇▇▇▇▇ & ▇▇▇▇ LLP.

Certain Company Actions. 14 3.12 Withholding.................................................................................. 15 ARTICLE IV -- REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................................... 15 4.1 Corporate Organization and Qualification..................................................... 15 4.2 Capitalization............................................................................... 15 4.3 Authority Relative to This Agreement......................................................... 16 4.4 Consents and Approvals; No Violation......................................................... 16 4.5 SEC Reports; Financial Statements............................................................ 17 4.6 Absence of Certain Changes or Events......................................................... 18 4.7 Litigation................................................................................... 18 4.8 Insurance.................................................................................... 19 4.9 Taxes........................................................................................ 19 4.10 Employee Benefit Plans; Labor Matters........................................................ 21 4.11 Environmental Laws and Regulations........................................................... 23 4.12

Certain Company Actions. (a) Until the next duly convened annual meeting of the Company stockholders, without Purchaser’s consent, and except as contemplated by this Agreement, the Company shall not change the number of directors constituting the entire Board of Directors or fill any vacancy in the Board (except as set forth above in this Agreement), change the nature of Company’s operations, incur any debt for borrowed money, guarantee any obligation of any third party, issue any capital stock other than pursuant to obligations to issue Common Stock listed on Schedule 3.1(g) or pursuant to any Company equity incentive plan, issue or grant any instrument exercisable for or convertible into capital stock, or otherwise enter into any transaction other than in the ordinary course of business, amend its certificate of incorporation, or bylaws, use the proceeds from sale of the Securities, except as set forth in Schedule 4.7, establish any account at any bank other than that set forth on Schedule 4.11 or change the banking signature authority from that set forth on Schedule 4.11, or agree to any of the foregoing. (b) By no later than May 17, 2024, the Company will hold an annual or special meeting of the stockholders of the Company (the “Stockholders Meeting”) for purposes of approving (i) a reverse stock split of the Common Stock of the Company at up to a ratio to be determined by the Board of Directors of the Company prior to finalizing the proxy statement for the Stockholders Meeting, and, following stockholder approval, to be implemented at the sole and absolute discretion of the Board of Directors, (ii) an amendment of the Certificate of Designations establishing the rights and preferences of the Series E Preferred Stock and removing the Beneficial Ownership Limitations and such other matters as Purchaser deems stockholder approval necessary to comply with Nasdaq listing standards, with respect to the transactions contemplated hereby, including any approvals required under Nasdaq Rule 5635, and (iii) an amendment to the Certificate of Incorporation of the Company removing the limitations on action by written consent of the stockholders in lieu of a meeting of the stockholders. (c) In the event all of the actions in Section IV.11(b) are not approved by the stockholders at the Stockholders Meeting, the Company shall use its reasonable best efforts to call another stockholder meeting (the “Second Meeting”) within seventy (70) days of the Stockholders Meeting for the purpose of obtain...

Certain Company Actions. (a) Company shall use best efforts to cause, within fifteen (15) business days after the Closing, the vacancies created pursuant to Section 2.2(a)(ix) to be filled by individuals designated by Purchaser and those individuals to be appointed to constitute the majority of the nominating committee of the Board of Directors. (b) Until the Company has filled the vacancies created pursuant to Section 2.2(a)(ix) by individuals designated by Purchaser, and those individuals have been appointed to constitute the majority of the nominating committee of the Board of Directors, without Purchaser’s consent, the Company shall not (i) change the number of directors constituting the entire Board of Directors or fill any vacancy in the Board (except as set forth above), (ii) change the nature of Company’s operations, (iii) incur any debt for borrowed money, (iv) guarantee any obligation of any third party, (v) issue any capital stock other than pursuant to obligations to issue Common Stock listed on Schedule 3.1(g), (vi) issue or grant any instrument exercisable for or convertible into capital stock, (vii) otherwise enter into any transaction other than in the ordinary course of business, (viii) amend its certificate of incorporation, or bylaws, (ix) use the proceeds from sale of the Securities, except as set forth in Schedule 4.9, (x) establish any account at any bank other than that of Exhibit D or the banking signature authority from that set forth on Exhibit D, or (xi) agree to any of the foregoing. Thereafter, until June 30, 2024, Company shall not do or agree to do any of the foregoing unless authorized by not less than six out of the seven members of the Board of Directors. (c) Within three days after Closing: (i) Company shall cause Company Counsel to deliver a legal opinion in the form of Exhibit C; and (ii) Purchaser shall cause Purchaser’s qualified counsel in the state of its incorporation to deliver a legal opinion or other similar legal confirmation covering the matters set forth in paragraphs 4 through 7 in the form of legal opinion attached hereto as Exhibit C, such paragraphs to be revised and adjusted, mutatis mutandis, with respect to the Promissory Note. (d) Company will hold its annual meeting for election of directors by April 30, 2024. At the meeting, the Company shall also submit to stockholders approval of an amendment of the Certificate of Designations removing the Beneficial Ownership Limitations and such other matters as Purchaser deems stockhol...

Certain Company Actions. Until the next duly convened annual meeting of the Company stockholders, without the consent of each Purchaser, the Company shall not change the number of directors constituting the entire Board of Directors or fill any vacancy in the Board of Directors (except as set forth above), change the nature of Company’s operations, incur any debt for borrowed money, guarantee any obligation of any third party, issue any capital stock other than pursuant to obligations to issue Common Stock listed on Schedule III.1(g), issue or grant any instrument exercisable for or convertible into capital stock, file any application for bankruptcy, receivership or similar proceeding, or otherwise enter into any transaction other than in the ordinary course of business, amend its certificate of incorporation, or bylaws, use the proceeds from sale of the Securities, establish any account at any bank or change the banking signature authority of any existing Company bank account.

Certain Company Actions. In the event that the Company receives from the Initiating Holders, a written demand that the Company effect a shelf registration in accordance with Section 1.3(a), the Company will (i) promptly give written notice of the proposed shelf registration to all other Holders; and (ii) permit any other Holder of Registrable Securities to join in such demand provided that such Holders so request inclusion in a writing received by the Company within ten days after written notice from the Company.

Certain Company Actions. Prior to the Effective Time, the Company shall take all such steps as may be required to cause any dispositions of Shares (including derivative securities with respect to Shares) resulting from the transactions contemplated by Article III of this Agreement by each individual who is subject to the reporting requirements of Section 16(a) of the Exchange Act with respect to the Company to be exempt under Rule 16b-3 promulgated under the Exchange Act.

Certain Company Actions. The Company shall not pledge, transfer, assign or purport to pledge, transfer or assign any of its equity or other interests or grant a security interest in any of such interests to any Person.

Certain Company Actions. The Company and the Kenner Group hereby agree (and shall cause the Operating Company and its Subsidiaries to agree) that all actions to be taken by the Company under or pursuant to the Management Agreement shall only be taken by the ML Group and the UBS Group acting together. In addition, the Company and the Kenner Group shall (and shall cause the Operating Company and its Subsidiaries to) promptly deliver to the ML Group and the UBS Group copies of any notice received by any of them in respect of the Management Agreement.