Certain Covenants and Acknowledgments Sample Clauses
The "Certain Covenants and Acknowledgments" clause sets out specific promises and admissions that the parties agree to as part of their contract. Typically, this clause details ongoing obligations, such as maintaining confidentiality, complying with laws, or refraining from certain actions, and may also include acknowledgments of facts or circumstances relevant to the agreement. Its core function is to clearly define the parties' responsibilities and mutual understandings, thereby reducing the risk of disputes and ensuring both sides are aware of their commitments.
Certain Covenants and Acknowledgments. The Company undertakes and agrees to make all necessary filings in connection with the exchange effected hereby under any United States laws and regulations, and to provide a copy thereof to ▇▇▇▇▇▇▇ promptly after such filing.
Certain Covenants and Acknowledgments. 8 (a) Transfer Restrictions ..................................... 8 (b)
Certain Covenants and Acknowledgments a. Covenants and Acknowledgements of the Buyer.
Certain Covenants and Acknowledgments. Section 6 of the Subscription Agreement is amended as follows:
(1) Section 6(a) is amended by inserting the words "and the Adjustment Warrants" after the words "the Warrants" at the beginning of clause (i) thereof.
(2) Section 6(b) is amended by inserting the words "the Adjustment Warrants," after the words "the Initial Shares" in the first sentence thereof.
(3) Section 6(g) is amended by inserting the following additional sentence after the first sentence thereof: As promptly as practicable, the Company shall take such action as shall be necessary to qualify, or to obtain an exemption from qualification for the Adjustment Warrants and the Adjustment Shares for issuance to the Buyers under such of the securities or "blue sky" laws of jurisdictions as shall be applicable to the offer of the Adjustment Warrants and the Adjustment Shares pursuant to the Amendment Agreement.
(4) Clause (i) of Section 6(i) is amended by
(A) inserting the words "(x) issue any Adjustment Shares or Warrant Shares in excess of the number of shares permitted by Rule 4460(i) or (y)" after the words "the Company will not" therein, and
(B) inserting the words ", Adjustment Warrants" after the words "the issuance of Adjustment Shares" therein.
(5) Clause (ii) of Section 6(i) is amended by inserting the words "and the Adjustment Warrants" after the words "upon the exercise of the Warrants" therein.
(6) Section 6(k) is amended by inserting the words ", the Adjustment Warrants" after the words "Registration Rights Agreements" in the first sentence thereof.
(7) The first sentence of Section 6(m) is amended and restated in its entirety to read as follows: In case of any consolidation or merger of the Company with any other corporation (other than a wholly-owned subsidiary of the Company) in which the Company is not the surviving corporation, or in case of any sale or transfer of all or substantially all of the assets of the Company, or in the case of any share exchange pursuant to which all of the outstanding shares of Common Stock are converted into other securities or property, the Company shall make appropriate provision or cause appropriate provision to be made so that each holder of Adjustment Warrants or Common Shares then outstanding shall have the right thereafter to receive Adjustment Warrants or Adjustment Shares in the form of the kind of warrants or shares of stock and other securities and property receivable upon such consolidation, merger, sale, transfer, or share exchange by a...
Certain Covenants and Acknowledgments. 9 (a) Transfer Restrictions................................. 9 (b)
Certain Covenants and Acknowledgments. The Company undertakes and agrees to make all necessary filings in connection with the exchange effected hereby under any United States laws and regulations, and to provide a copy thereof to MSF promptly after such filing.
Certain Covenants and Acknowledgments a. The execution of this Agreement and the consummation of the transactions contemplated by this Agreement will not result in the material breach of any term or provision of, or constitute an event of default under, any material debt instrument, which may include an indenture, mortgage, deed of trust or other contract, agreement or instrument to which Seller is a party or to which the Shares are subject. Seller has full power, authority and legal right and has taken all action required by law or otherwise to authorize the execution and delivery of this Agreement.
▇. ▇▇▇▇▇▇ is the beneficial owner of the Shares of the Company, free and clear of all liens, encumbrances, pledges, claims, options, charges and assessments of any nature whatsoever with full right and lawful authority to transfer the Shares to Buyer. No person has any preemptive rights or rights of first refusal with respect to any of the Shares. There exists no voting agreement, voting trust, or outstanding proxy with respect to any of the Shares. As disclosed by the Seller and the Company to the Buyer, there are no outstanding rights, options, warrants, calls, commitments, or any other agreements of any character, whether oral or written, with respect to the Purchased Shares.
▇. ▇▇▇▇▇▇ understands, covenants and represents that it shall be responsible for and pay all taxes associated with the transactions contemplated by this Agreement. Seller is not a party to any tax allocation or sharing agreement. The Shares are not subject to any lien arising in connection with any failure or alleged failure to pay tax. There are no pending, threatened, or proposed audits, assessments or claims from any tax authority for deficiencies, penalties, or interest with respect to the Seller that would affect the Shares.
d. The Seller represents, warrants, and agrees that any finder's fee, or any other type of fee related to the sale contemplated by this Agreement, will be paid by the Seller.
Certain Covenants and Acknowledgments. 16 (a) Transfer Restrictions. 16 (b) Restrictive Legends. 17 (c) Accounting Treatment. 18 (d) Form D. 18 (e) AMEX Listing; Reporting Status. 18 (f) Use of Proceeds. 18 (g) State Securities Laws. 18 (h) Limitation on Certain Actions. 19
(i) Best Efforts. 19
Certain Covenants and Acknowledgments. The Company and Buyer hereby make those covenants and acknowledgements set forth in Sections 7 and 8 of the Funding Agreement, including, but no limited to, those set forth in Section 7(m) with respect to the Conversion Shares and Series A Preferred Stock, which are incorporated herein by this reference.
Certain Covenants and Acknowledgments. The Seller and the Purchaser acknowledge that circumstances may exist that delay or prevent the payment of the Royalty Payments. Nothing herein shall be deemed to be a guaranty on the part of the Purchaser or any Purchaser Affiliates that the Purchaser will achieve the conditions for payment of the Royalty Payments. Notwithstanding the foregoing, the Purchaser shall use Commercially Reasonable Efforts to develop a Royalty Product for large bore closure applications, including by seeking to obtain a New Regulatory Approval.