Covenants of Acquiror Clause Samples
The "Covenants of Acquiror" clause sets out the specific promises and obligations that the acquiring party must fulfill as part of a transaction. These covenants often include commitments such as obtaining necessary approvals, maintaining certain business operations, or refraining from actions that could negatively impact the deal before closing. By clearly outlining the acquiror's duties, this clause ensures that both parties understand the expectations and helps prevent actions that could jeopardize the successful completion of the transaction.
Covenants of Acquiror. 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4
Covenants of Acquiror. Acquiror agrees that between the date hereof and the Closing:
Covenants of Acquiror. In order to induce Holder to enter into this Voting Agreement and the Proxy, Acquiror agrees that:
(i) it will not acquire any shares of Target unless it acquires all of the shares of Holder; and
(ii) Holder will receive the highest price per share that Acquiror pays for any shares in the Acquisition. The parties have caused this Agreement to be duly executed on the date first above written. By: /s/ ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ Name: ▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ (print) Title: Chief Financial Officer Address: ▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇ By: /s/ J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ Name: J. ▇▇▇▇▇▇▇ ▇▇▇▇▇ (print) Title: President & CEO Holder's Address for Notice: ________________________________ ________________________________ ________________________________ The undersigned shareholder of Cost-U-Less, Inc., a Washington corporation (“Target”), hereby irrevocably (to the full extent permitted by Section 23B.07.220(4) of the Washington Business Corporation Act) appoints the members of the Board of Directors of NWC (US) Holdings, Inc., a Delaware corporation (“Acquiror”), and each of them, as the sole and exclusive attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to vote and exercise all voting and related rights (to the full extent that the undersigned is entitled to do so) with respect to all of the shares of capital stock of Target that now are or hereafter may be beneficially owned by the undersigned, and any and all other shares or securities of Target issued or issuable in respect thereof on or after the date hereof (collectively, the “Shares”) in accordance with the terms of this Proxy. The Shares beneficially owned by the undersigned shareholder of Target as of the date of this Proxy are listed on the final page of this Proxy. Upon the undersigned's execution of this Proxy, any and all prior proxies given by the undersigned with respect to any Shares are hereby revoked and the undersigned agrees not to grant any subsequent proxies with respect to the Shares until after the expiration Date (as defined below).
Covenants of Acquiror. SECTION 6.01.
Covenants of Acquiror. Acquiror agrees that:
Covenants of Acquiror. 5.1 Officers' and Directors' Insurance.......................... 23 5.2 Indemnities................................................. 23 5.3
Covenants of Acquiror. During the period from the date of --------------------- this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Acquiror agrees as to itself and each of its Subsidiaries (except to the extent that Cody Company shall otherwise consent in writing) to carry on its operations in the usual, regular and ordinary course of business in substantially the same manner as previously conducted, to pay its debts and Taxes when due and to pay or perform its other obligations when due (subject to good faith disputes over such debts, Taxes, or other obligations), and to the extent consistent with such business, to use all reasonable efforts consistent with past practices and policies to preserve intact its present business. Acquiror shall promptly notify Cody Company of any material event or occurrence not in the ordinary course of business of Acquiror. Except as expressly contemplated by this Agreement or as set forth in Section 6.02 to the Acquiror Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Acquiror shall not (and shall not permit any of its Subsidiaries to), without the written consent of Cody Company:
(a) Declare or pay any dividends, other than regularly scheduled dividends, as applicable, or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;
(b) Issue shares of the Acquiror Common Stock in connection with any acquisition of equity interests or assets that would reasonably be expected to adversely affect the ability of Acquiror to consummate or would reasonably be expected to otherwise materially delay the Merger;
(c) Issue, deliver or sell, or authorize or propose the issuance, delivery or sale of, shares of its capital stock, or securities convertible into shares of its capital stock, in excess of 5,000,000 shares, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue in excess of such number of shares or other convertible securities, other than the issuance of shares of the Acquiror Common Stock pursuant to the exercise of options outstanding on the date of this Agreement ...
Covenants of Acquiror. Acquiror covenants and agrees with Transferor that, at all times from and after the date hereof, for the period specified herein or, if no period is specified herein, indefinitely, Acquiror will comply with all covenants and provisions of this Article IX, except to the extent Transferor may otherwise give its prior consent in writing.
Covenants of Acquiror. During the period from the date of this Agreement and continuing until the Effective Time, Acquiror agrees as to itself and its subsidiaries that: (a)
Covenants of Acquiror. Section 8.1. Trust Account Proceeds and Related Available Equity 83 Section 8.2. Nasdaq Listing 83 Section 8.3. No Solicitation by Acquiror 83 Section 8.4. Acquiror Conduct of Business 84 Section 8.5. Acquiror Public Filings 85 Section 8.6. Shareholder Litigation 86 Section 8.7. Section 16 Matters 86 Section 8.8. Transaction Documents 86