Rights and Covenants of the Corporation Sample Clauses

Rights and Covenants of the Corporation. 26 5.1 Optional Purchases by the Corporation 26
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Rights and Covenants of the Corporation. 20 ARTICLE 7 ENFORCEMENT 21
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Rights and Covenants of the Corporation. 27 5.1 Optional Purchases by the Corporation 27 5.2 General Covenants 27 5.3 Remuneration and Expenses of Warrant Agent 28 5.4 Performance of Covenants by Warrant Agent 28 5.5 Enforceability of Warrants 29 6.1 Suits by Registered Warrantholders 29 6.2 Suits by the Corporation 30 6.3 Limitation of Liability 30 6.4 Waiver of Default 30 7.1 Right to Convene Meetings 31 7.2 Notice 31 7.3 Chair 31 7.4 Quorum 31 7.5 Power to Adjourn 32 7.6 Show of Hands; Other Means of Voting 32 7.7 Poll and Voting 32 7.8 Regulations 33 7.9 Corporation and Warrant Agent May be Represented 33 7.10 Powers Exercisable by Extraordinary Resolution 34 7.11 Meaning of Extraordinary Resolution 34 7.12 Powers Cumulative 35 7.13 Minutes 35 7.14 Instruments in Writing 35 7.15 Binding Effect of Resolutions 36 7.16 Holdings by Corporation Disregarded 36 8.1 Provision for Supplemental Indentures for Certain Purposes 36 8.2 Successor Entities 37 9.1 Trust Indenture Legislation 37 9.2 Rights and Duties of Warrant Agent 37 9.3 Evidence, Experts and Advisers 38 9.4 Documents, Monies, etc. Held by Warrant Agent 39 9.5 Actions by Warrant Agent to Protect Interest 39 9.6 Warrant Agent Not Required to Give Security 39
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Rights and Covenants of the Corporation. 24 ARTICLE 7 ENFORCEMENT 27 Section 7.1 Suits by Receiptholders 27 Section 7.2 Immunity of Shareholders, etc 27 Section 7.3 Limitation of Liability 27
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Rights and Covenants of the Corporation. 22 ARTICLE 7 ENFORCEMENT 25 ARTICLE 8 MEETINGS OF RECEIPTHOLDERS 26
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Rights and Covenants of the Corporation 
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Related to Rights and Covenants of the Corporation

  • RIGHTS OF THE CORPORATION AND COVENANTS Section 5.1 Optional Purchases by the Corporation. 32 Section 5.2 General Covenants. 33 Section 5.3 Warrant Agent’s Remuneration and Expenses. 34 Section 5.4 Performance of Covenants by Warrant Agent. 34 Section 5.5 Enforceability of Warrants. 34

  • Covenants of the Corporation So long as the principal amount of the Note remains outstanding, without the consent of TIG: (i) The Corporation will not alter, amend or modify in any respect the rights, preferences or privileges of the Note. (ii) The Corporation will not incur any indebtedness for consideration other than cash or incur in excess of an aggregate of $5,000,000 of additional indebtedness outstanding at any time beyond indebtedness shown or reflected on the Corporation's balance sheet at June 30, 1998 and the principal amount of the Note. (For the purposes hereof, "indebtedness" shall not include accounts payable to trade creditors created or assumed in the ordinary course of business in connection with obtaining materials or services or amounts owed to employees of the Corporation in the ordinary course of business.) (iii) Except as set forth in the Corporation's Annual Report on Form 10-K for the fiscal year ended June 30, 1998 and the Notice of Meeting and Proxy Statement relating to the 1998 Annual Meeting of Stockholders, the Corporation is not currently engaged in and shall not enter into any transaction with a related party, whether or not reportable pursuant to Regulation S-K promulgated by the Securities and Exchange Commission; provided that, TIG shall not unreasonably withhold or delay its consent to any such transaction. (iv) The Corporation shall not sell, transfer or otherwise dispose of intellectual property of the Corporation for consideration received in excess of $500,000, singly or in the aggregate; provided that, TIG shall not unreasonably withhold or delay its consent to any such disposition. (For the purposes hereof, "intellectual property" means rights in any patent, copyright, trademark, trade dress and trade name, including any such rights related to applications in the online, interactive or multimedia environments.) (v) The Corporation shall not sell, transfer or otherwise dispose of any assets of the Corporation, other than in the ordinary course of business, if such disposition, together with any and all other such dispositions after the Closing, constitute more than $2,000,000 of the Corporation's assets (i) as shown or reflected in the Corporation's most recent balance sheet, or (ii) valued at fair market value at the time of disposition, whichever is greater. (vi) The Corporation will not issue options to purchase stock of the Corporation or restricted stock to directors, officers, or employees of the Corporation in consideration of services rendered, except for grants or awards pursuant to the 1994 Stock Option Plan as proposed to be amended at the 1998 Annual Meeting of Shareholders. The Corporation will provide a copy to TIG of any proposed amendments to the 1994 Plan prior to disclosure of such amendments to the Corporation's shareholders. (vii) The Corporation will not make any distribution of stock or stock rights of the Corporation to shareholders, if made at the election of any of the shareholders of the Corporation and such distribution would result in taxable income to TIG pursuant to Section 305 of the Internal Revenue Code, as amended. (viii) The Corporation will not redeem or repurchase any of the outstanding Common Stock of the Corporation, except as provided in the Note and the Stockholders Agreement. (ix) The Corporation will not merge or consolidate with, or acquire the stock or assets of, any other entity, or otherwise effect a reorganization of the Corporation, in which (in any such transaction) the outstanding Common Stock of the Corporation is issued; provided that, the foregoing shall not apply to any merger, consolidation or reorganization among any of the Corporation's subsidiaries or between the Corporation and any subsidiary, unless such consent is required pursuant to another subparagraph of this Section 5. (x) The Corporation will not expand the size of the Board of Directors to more than eight directors.

  • Agreements and Covenants of the Company The Company hereby agrees and covenants to: (a) Give all instructions to the Trustee hereunder in writing, signed by the Company’s Chairman of the Board, Chief Executive Officer, Chief Financial Officer, President, Executive Vice President, Vice President or Secretary. In addition, except with respect to its duties under Sections 1(i), 1(j) and 1(k) hereof, the Trustee shall be entitled to rely on, and shall be protected in relying on, any verbal or telephonic advice or instruction which it, in good faith and with reasonable care, believes to be given by any one of the persons authorized above to give written instructions, provided that the Company shall promptly confirm such instructions in writing; (b) Subject to Section 4 hereof, hold the Trustee harmless and indemnify the Trustee from and against any and all expenses, including reasonable counsel fees and disbursements, or losses suffered by the Trustee in connection with any action taken by it hereunder and in connection with any action, suit or other proceeding brought against the Trustee involving any claim, or in connection with any claim or demand, which in any way arises out of or relates to this Agreement, the services of the Trustee hereunder, or the Property or any interest earned on the Property, except for expenses and losses resulting from the Trustee’s gross negligence, fraud or willful misconduct. Promptly after the receipt by the Trustee of notice of demand or claim or the commencement of any action, suit or proceeding, pursuant to which the Trustee intends to seek indemnification under this Section 2(b), it shall notify the Company in writing of such claim (hereinafter referred to as the “Indemnified Claim”). The Trustee shall have the right to conduct and manage the defense against such Indemnified Claim; provided that the Trustee shall obtain the consent of the Company with respect to the selection of counsel, which consent shall not be unreasonably withheld. The Trustee may not agree to settle any Indemnified Claim without the prior written consent of the Company, which such consent shall not be unreasonably withheld. The Company may participate in such action with its own counsel; (c) Pay the Trustee the fees set forth on Schedule A hereto, including an initial acceptance fee, annual administration fee, and transaction processing fee which fees shall be subject to modification by the parties from time to time. It is expressly understood that the Property shall not be used to pay such fees unless and until it is distributed to the Company pursuant to Sections 1(i) through 1(j) hereof. The Company shall pay the Trustee the initial acceptance fee and the first annual administration fee at the consummation of the Offering. The Company shall not be responsible for any other fees or charges of the Trustee except as set forth in this Section 2(c), Schedule A and as may be provided in Section 2(b) hereof; (d) In connection with any vote of the Company’s shareholders regarding a merger, share exchange, asset acquisition, share purchase, reorganization or similar business combination involving the Company and one or more businesses (the “Business Combination”), provide to the Trustee an affidavit or certificate of the inspector of elections for the shareholder meeting verifying the vote of such shareholders regarding such Business Combination; (e) Provide the Representative with a copy of any Termination Letter(s) and/or any other correspondence that is sent to the Trustee with respect to any proposed withdrawal from the Trust Account promptly after it issues the same; (f) Unless otherwise agreed between the Company and the Representative, ensure that any Instruction Letter (as defined in Exhibit A) delivered in connection with a Termination Letter in the form of Exhibit A expressly provides that the Deferred Discount is paid directly to the account or accounts directed by the Representative on behalf of the Underwriters prior to any transfer of the funds held in the Trust Account to the Company or any other person; (g) Instruct the Trustee to make only those distributions that are permitted under this Agreement, and refrain from instructing the Trustee to make any distributions that are not permitted under this Agreement; and (h) Within four (4) business days after the Underwriters exercise the over-allotment option (or any unexercised portion thereof) or such over-allotment option expires, provide the Trustee with a notice in writing of the total amount of the Deferred Discount.

  • Covenants of the Company The Company covenants with each Underwriter as follows:

  • Affirmative Covenants of the Company The Company hereby covenants and agrees as follows: