Grouped Into 24 Collections of Similar Clauses From Business Contracts
This page contains Covenants of the Company clauses in business contracts and legal agreements. We have organized these clauses into groups of similarly worded clauses.
Covenants of the Company. (a) Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters and stock dividends) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be... taken for the purpose of such dividend or distribution. (b) Covenants as to Exercise Shares. The Company covenants and agrees that all Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. (c) No Impairment. Except and to the extent waived or consented to by the Holder or as otherwise permitted under the terms hereof, the Company will not, by amendment of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment.View More
Covenants of the Company. (a) Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters and stock dividends) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be... taken for the purpose of such dividend or distribution. (b) 3.1 Covenants as to Issuance of Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, issuance, be validly issued and outstanding, fully paid and nonassessable, non-assessable, and free from all taxes, liens and charges with respect to the issuance thereof. 3.2 Reservation of Sufficient Exercise Shares. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, reserved a sufficient number of shares of Common Stock Exercise Shares to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock Exercise Shares shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, may be necessary to increase its authorized but unissued shares of Common Stock Exercise Shares to such number of shares as shall be sufficient for such purposes. (c) No Impairment. Except 3 4. Adjustment of Exercise Price, Exercise Shares and Character of Exercise Shares. 4.1 Recapitalization, Reclassification or Reorganization. In the event of changes in the series of equity securities of the Company comprising the Exercise Shares by reason of stock dividends, splits, recapitalizations, reclassifications, combinations or exchanges of shares, separations, reorganizations, liquidations, or the like, the number and class of Exercise Shares available under this Warrant in the aggregate and the Exercise Price shall be correspondingly adjusted to give the Holder of this Warrant, on exercise for the same Aggregate Exercise Price (as defined below), the total number, class, and kind of shares as the Holder would have owned had this Warrant been exercised prior to the extent waived or consented to by event and had the Holder or as otherwise permitted under continued to hold such shares until after the terms hereof, event requiring adjustment. For purposes of this Section 4, the Company will not, by amendment "Aggregate Exercise Price" shall mean the aggregate Exercise Price payable in connection with the exercise in full of its Certificate of Incorporation or through any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms to be observed or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions this Warrant. The form of this Warrant and need not be changed because of any adjustment in the taking number of Exercise Shares subject to this Warrant. 4.2 Consolidation, Merger or Sale of Assets. If any consolidation or merger of the Company with or into another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such action a way that holders of Exercise Shares shall be entitled to receive stock, securities, cash or other property with respect to or in exchange for Exercise Shares, then, as a condition of such consolidation, merger or sale, lawful and adequate provision shall be made whereby Holder shall have the right to acquire and receive, upon exercise of this Warrant, in lieu of the Exercise Shares, such shares of stock, securities, cash or other property issuable or payable (as part of the reorganization, reclassification, consolidation, merger or sale) with respect to or in exchange for such number of outstanding Exercise Shares as would have been received upon exercise of this Warrant at the Exercise Price. The Company will not effect any such consolidation, merger or sale, unless prior to the consummation thereof the successor corporation (if other than the Company) resulting from such consolidation or merger or the corporation purchasing such assets shall assume by written instrument mailed or delivered to Holder at the last address of Holder appearing on the books of the Company, the obligation to deliver to Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, Holder may be necessary entitled to receive. If a purchase, tender or appropriate in order exchange offer is made to protect and accepted by the holders of more than 50% of the outstanding Exercise Shares, the Company shall not effect any consolidation, merger or sale with the person having made such offer or with any Affiliate of such person, unless prior to the consummation of such consolidation, merger or sale Holder shall have been given a reasonable opportunity to then elect to receive upon the exercise rights of this Warrant either the stock, securities or assets then issuable with respect to the Exercise Shares or the stock, securities or assets, or the equivalent, issued to previous holders of Exercise Shares in accordance with such offer. For purposes hereof the term "Affiliate" with respect to any given person shall mean any person controlling, controlled by or under common control with the given person. 4.3 Vesting Provision. This Warrant shall vest and become exercisable in accordance with Appendix A attached hereto. Any interpretation of the Holder against impairment. rules and the performance of responsibilities in connection with the vesting provisions in Appendix A shall be at the Company's sole discretion. View More
Covenants of the Company. (a) Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters and stock dividends) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be... taken for the purpose of such dividend or distribution. (b) 3.1 Covenants as to Exercise Shares. The Company covenants and agrees that all Exercise Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, have authorized and reserved, free from preemptive rights, a sufficient number of shares of its Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will take such corporate action as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of Common Stock to such number of shares as shall be sufficient for such purposes. (c) 3.2 No Impairment. Except and 3.3 Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to the extent waived or consented Holder, at least ten (10) days prior to by the Holder or as otherwise permitted under date specified herein, a notice specifying the terms hereof, the Company will not, by amendment of its Certificate of Incorporation or through date on which any reorganization, transfer of assets, consolidation, merger, dissolution, issue or sale of securities or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms such record is to be observed taken for the purpose of such dividend or performed hereunder by the Company, but will at all times in good faith assist in the carrying out of all the provisions of this Warrant and in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights of the Holder against impairment. distribution. View More
Covenants of the Company. (a) Notices of Record Date. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend (other than a cash dividend which is the same as cash dividends paid in previous quarters and stock dividends) or other distribution, the Company shall mail to the Holder, at least ten (10) days prior to such record date, a notice specifying the date on which any such record is to be... taken for the purpose of such dividend or distribution. (b) 3.1. Covenants as to Exercise Warrant Shares. The Company covenants and agrees that all Warrant Shares that may be issued upon the exercise of the rights represented by this Warrant will, upon issuance in accordance with the terms hereof, issuance, be validly issued and outstanding, fully paid and nonassessable, and free from all taxes, liens and charges with respect to the issuance thereof. The Company further covenants and agrees that the Company will at all times during the Exercise Period, Period have authorized and reserved, free from preemptive rights, a sufficient number of shares of the Common Stock to provide for the exercise of the rights represented by this Warrant. If at any time during the Exercise Period the number of authorized but unissued shares of the Common Stock shall not be sufficient to permit exercise of this Warrant, the Company will use its commercially reasonable efforts to take such corporate action in compliance with applicable law as may, in the opinion of its counsel, be necessary to increase its authorized but unissued shares of the Common Stock to such number of shares as shall be sufficient for such purposes. (c) No Impairment. Except 3.2. Notices of Record Date and Certain other Events. In the event of any taking by the Company of a record of the holders of any class of securities for the purpose of determining the holders thereof who are entitled to receive any dividend or other distribution, the Company shall mail to 4 the Holder, at least 15 days prior to the extent waived date on which any such record is to be taken for the purpose of such dividend or consented to by distribution, a notice specifying such date. In the Holder event of any voluntary dissolution, liquidation or as otherwise permitted under winding up of the terms hereof, Company, the Company will not, by amendment shall mail to the Holder, at least 15 days prior to the date of its Certificate the occurrence of Incorporation any such event, a notice specifying such date. In the event the Company authorizes or through approves, enters into any reorganization, transfer agreement contemplating, or solicits stockholder approval for any Fundamental Transaction, as defined in Section 6 herein, the Company shall mail to the Holder, at least 15 days prior to the date of assets, consolidation, merger, dissolution, issue or sale the occurrence of securities such event, a notice specifying such date. Notwithstanding the foregoing, the failure to deliver such notice or any other voluntary action, avoid or seek to avoid defect therein shall not affect the observance or performance of any validity of the terms corporate action required to be observed or performed hereunder by the Company, but will at all times described in good faith assist in the carrying out of all the provisions such notice. 3.3 Registration Rights. The Warrant Shares issuable upon exercise of this Warrant are each Registrable Securities under the Purchase Agreement and the registration rights set forth in the taking of all such action as may be necessary or appropriate in order to protect the exercise rights Section 7 of the Holder against impairment. Purchase Agreement shall apply to the Warrant Shares. View More
Covenants of the Company. (a)Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards. (b)Securities Law Compliance. The Company will seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock upon exercise of the Stock Awards; provided, however, that this undertaking will not requi...re the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law. (c)No Obligation to Notify or Minimize Taxes. The Company will have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Award or a possible period in which the Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Award to the holder of such Award.View More
Covenants of the Company. (a)Availability (a) Availability of Shares. The During the terms of the Stock Awards, the Company will shall keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding such Stock Awards. (b)Securities (b) Securities Law Compliance. The Company will shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock... upon exercise of the Stock Awards; provided, however, that this undertaking will shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law. (c)No (c) No Obligation to Notify or Minimize Taxes. Notify. The Company will shall have no duty or obligation to any Participant holder of a Stock Award to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an a Stock Award or a possible period in 13 which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an a Stock Award to the holder of such Stock Award. View More
Covenants of the Company. (a)Availability (a) Availability of Shares. The During the terms of the Stock Awards, the Company will shall keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding such Stock Awards. (b)Securities (b) Securities Law Compliance. The Company will shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock... upon exercise of the Stock Awards; provided, however, that this undertaking will shall not require the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law. (c)No (c) No Obligation to Notify or Minimize Taxes. Notify. The Company will shall have no duty or obligation to any Participant holder of a Stock Award to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an a Stock Award to the holder of such Stock Award. View More
Covenants of the Company. (a)Availability (a) Availability of Shares. The During the terms of the Stock Awards, the Company will shall keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding such Stock Awards. (b)Securities (b) Securities Law Compliance. The Company will shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Stock Awards and to issue and sell shares of Common Stock... upon exercise of the Stock Awards; provided, however, that this undertaking will shall not require 11 the Company to register under the Securities Act the Plan, any Stock Award or any Common Stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts and at a reasonable cost, efforts, the Company is unable to obtain from any such regulatory commission or agency the authority that which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company will shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Stock Awards unless and until such authority is obtained. A Participant will not be eligible for the grant of an Award or the subsequent issuance of cash or Common Stock pursuant to the Award if such grant or issuance would be in violation of any applicable securities law. (c)No (c) No Obligation to Notify or Minimize Taxes. The Company will shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Stock Award. Furthermore, the Company will shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an a Stock Award or a possible period in which the Stock Award may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an a Stock Award to the holder of such Stock Award. View More
Covenants of the Company. a. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock b. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent redeem, repurchase, ...or otherwise acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares. c. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof.View More
Covenants of the Company. a. So a.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock b. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent redeem, repurch...ase, or otherwise acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares. c. So b.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof. View More
Covenants of the Company. a. So a.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock b. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent redeem, repurch...ase, or otherwise acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares. c. So b.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof. View More
Covenants of the Company. a. So a.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent pay, declare or set apart for such payment any dividend or other distribution (whether in cash, property, or other securities) on shares of capital stock solely in the form of additional shares of Common Stock b. So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent redeem, repurch...ase, or otherwise acquire (whether for cash or in exchange for property or other securities) in any one transaction or series of transactions any shares of capital stock of the Company or any warrants, rights, or options to acquire any such shares. c. So b.So long as the Company shall have any obligations under this Note, the Company shall not without the Holder's prior written consent sell, lease, or otherwise dispose of a significant portion of its assets outside the ordinary course of business. Any consent to the disposition of any assets may be conditioned upon a specified use of the proceeds thereof. View More
Covenants of the Company. a. The Company shall: (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention of the parties with respect to the terms of this Agreement; (ii) not take any action, including entering into any agreement, that violates or is inconsistent with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the SBE Stockholder under, this Agreement without the prior written consent of the SBE Stockholder; and (...iii) not take any action, including entering into any agreement, that 5 violates or is inconsistent with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the BEV Stockholder under, this Agreement without the prior written consent of the BEV Stockholder. b. The Company shall (i) purchase and maintain in effect at all times directors' and officers' liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for so long as any director nominated pursuant to this Agreement serves as a director on the Board, maintain such coverage with respect to such director, and (iii) cause the Organizational Documents of the Company (each as may be further amended, modified and/or supplemented) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of the Company to the fullest extent permitted under applicable law; provided, that upon removal or resignation of any director for any reason, the Company shall take all actions reasonable necessary to extend such directors' and officers' liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. c. The Company shall pay all reasonable out-of-pocket expenses incurred by the directors in connection with the performance of his or her duties as a director and in connection with his or her attendance at any meeting of the Board. The Company shall enter into customary indemnification agreements with each director and officer of the Company at the Closing and from time to time thereafter.View More
Covenants of the Company. a. The Company shall: (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention of the parties with respect to the terms of this Agreement; (ii) not take any action, including entering into any agreement, that violates or is inconsistent with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the SBE Stockholder Holley Parties under, this Agreement without the prior written consent of the SBE Sto...ckholder; Holley Parties; and (iii) not take any action, including entering into any agreement, that 5 violates or is inconsistent with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the BEV Stockholder Sponsor Group under, this Agreement without the prior written consent of the BEV Stockholder. Sponsor Group. b. The Company shall (i) purchase and maintain in effect at all times directors' and officers' liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for so long as any director nominated pursuant to this Agreement serves as a director on the Board, maintain such coverage with respect to such director, and (iii) cause the Organizational Documents of the Company (each as may be further amended, modified and/or supplemented) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of the Company to the fullest extent permitted under applicable law; provided, that upon removal or resignation of any director for any reason, the Company shall take all actions reasonable necessary to extend such directors' and officers' liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. c. The Company shall pay all reasonable out-of-pocket expenses incurred by the directors in connection with the performance of his or her duties as a director and in connection with his or her attendance at any meeting of the Board. The Company shall enter into customary indemnification agreements with each director and officer of the Company at the Closing and from time to time thereafter. View More
Covenants of the Company. a. (a) The Company shall: (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention of the parties with respect to the terms of this Agreement; Agreement and (ii) not take any action, including entering into any agreement, that violates or is inconsistent with, or would reasonably be expected action with the primary purpose to adversely frustrate, obstruct or otherwise affect the rights of the SBE Stockholder under, Parties under this Agreement... without the prior written consent of the SBE Stockholder; Cherny and (iii) not take any action, including entering into any agreement, that 5 violates or is inconsistent with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the BEV Stockholder under, this Agreement without the prior written consent of the BEV Stockholder. b. Sanberg. 8 (b) The Company shall (i) purchase and maintain in effect at all times directors' and officers' liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, customary and (ii) for so long as any director nominated pursuant to this Agreement serves as a director on the Board, maintain such coverage with respect to such director, and (iii) cause the Organizational Documents Charter and the by-laws of the Company (each as may be further amended, modified and/or supplemented) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of the Company to the fullest extent permitted under applicable law; provided, that upon removal or resignation of any director for any reason, the Company shall take all actions reasonable necessary to extend such directors' and officers' liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. c. Law. (c) The Company shall pay all reasonable out-of-pocket expenses incurred by the directors members of the Board in connection with the performance of his or her duties as a director and in connection with his or her attendance at any meeting of the Board. The Company shall enter into customary indemnification agreements with each director member of the Board and each officer of the Company at the Closing and from time to time thereafter. time. View More
Covenants of the Company. a. 4.1 The Company shall: (i) take any and all action reasonably necessary to effect the provisions of this Agreement and the intention of the parties with respect to the terms of this Agreement; (ii) not take any action, including entering into action that would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of H.I.G. under this Agreement without the prior written consent of H.I.G. ; and (iii) not take any agreement, action that violates or is inconsisten...t with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the SBE Stockholder under, Sponsor under this Agreement without the prior written consent of the SBE Stockholder; and (iii) not take any action, including entering into any agreement, that 5 violates or is inconsistent with, or would reasonably be expected to adversely frustrate, obstruct or otherwise affect the rights of the BEV Stockholder under, this Agreement without the prior written consent of the BEV Stockholder. b. Sponsor. 4.2 The Company shall (i) purchase and maintain in effect at all times directors' and officers' liability insurance in an amount and pursuant to terms determined by the Board to be reasonable and customary, (ii) for so long as any director nominated pursuant to this Agreement serves as a director on the Board, maintain such coverage with respect to such director, and (iii) cause the Organizational Documents Charter and Bylaws of the Company (each as may be further amended, modified and/or 6 supplemented) to at all times provide for the indemnification, exculpation and advancement of expenses of all directors of the Company to the fullest extent permitted under applicable law; provided, that upon removal or resignation of any director for any reason, the Company shall take all actions reasonable necessary to extend such directors' and officers' liability insurance coverage for a period of not less than six (6) years from any such event in respect of any act or omission occurring at or prior to such event. c. 4.3 The Company shall pay all reasonable out-of-pocket expenses incurred by the directors in connection with the performance of his or her duties as a director and in connection with his or her attendance at any meeting of the Board. The Company shall enter into customary indemnification agreements with each director and officer of the Company at the Closing and from time to time thereafter. time. View More
Covenants of the Company. 3.2 Federal Securities Laws. 3.2.1 Compliance. 3.2.2 Filing of Final Prospectus. 3.2.3 Exchange Act Registration. 3.2.4 Exchange Act Filings. 3.2.5 Sarbanes-Oxley Compliance. 3.3 Free-Writing Prospectus. 3.4 Delivery to Underwriters of Prospectuses. 3.5 Effectiveness and Events Requiring Notice to the Representative. 3.6 Affiliated Transactions. 3.6.1 Business Combinations. 3.6.2 Compensation to Insiders. 3.7 [Reserved] 3.8 Reports to the Representative. 3.9 Transfer Agent. 3.10 Payment of Expen...ses. 3.11 Application of Net Proceeds. 3.12 Delivery of Earnings Statements to Security Holders. 3.13 Notice to FINRA. 3.13.1 Notice to the Representative. 3.13.2 FINRA. 3.13.3 Broker/Dealer. 3.14 Stabilization. 3.15 Existing Lock-Up Agreement. 3.16 Payment of Deferred Underwriting Commission on Business Combination. 3.17 Internal Controls. 3.18 Accountants. 3.19 Form 8-K. 3.20 Corporate Proceedings. 3.21 Investment Company. 3.22 Amendments to Charter Documents. 3.23 Press Releases. 3.24 Insurance. 3.25 Electronic Prospectus. 3.26 Private Placement and Sponsor Loan Proceeds. 3.27 Future Financings. 3.28 Amendments to Agreements. 3.29 Nasdaq. 3.30 Reservation of Shares. 3.31 Notice of Disqualification Events.View More
Covenants of the Company. 3.2 Federal Securities Laws. 3.2.1 Compliance. 3.2.2 Filing of Final Prospectus. 3.2.3 Exchange Act Registration. 3.2.4 Exchange Act Filings. 3.2.5 Sarbanes-Oxley Compliance. 3.3 Free-Writing Prospectus. 3.4 Delivery to Underwriters of Prospectuses. 3.5 Effectiveness and Events Requiring Notice to the Representative. 3.6 Affiliated Transactions. 3.6.1 Business Combinations. 3.6.2 Compensation to Insiders. 3.7 [Reserved] Financial Public Relations Firm. 3.8 Reports to the Representative. 3.9 Tran...sfer Agent. 3.10 Payment of Expenses. 3.11 Application of Net Proceeds. 3.12 Delivery of Earnings Statements to Security Holders. 3.13 Notice to FINRA. 3.13.1 Notice to the Representative. 3.13.2 FINRA. 3.13.3 Broker/Dealer. 3.14 Stabilization. 3.15 Existing Lock-Up Agreement. Intentionally Omitted. 3.16 Payment of Deferred Underwriting Commission on Business Combination. 3.17 Internal Controls. 3.18 Accountants. 3.19 Form 8-K. 3.20 Corporate Proceedings. 3.21 Investment Company. 3.22 Amendments to Charter Documents. Document. 3.23 Press Releases. 3.24 Insurance. 3.25 Electronic Prospectus. 3.26 Private Placement and Sponsor Loan Proceeds. 3.27 Future Financings. 3.28 Amendments to Agreements. 3.29 Nasdaq. 3.30 Reservation of Shares. 3.31 Notice of Disqualification Events. 3.32 Emerging Growth Company Status. 3.33 Review of Financial Statements. View More
Covenants of the Company. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized for the purpose of issue upon exercise of the rights evidenced hereby, a sufficient number of units of the class of securities issuable upon exercise of this Warrant to provide for the exercise of such rights; provided, that if at any time the number of units of authorized but unissued securities issuable upon the exercise of this Warrant shall not be sufficient ...to effect the exercise of this Warrant, upon the request of the holders of at least a majority of the Warrant Units issuable pursuant to all the of the Warrants (the "Requisite Majority"), the Company will promptly take such company action as shall be necessary to increase its authorized but unissued units of such class of securities issuable upon the exercise of this Warrant as shall be sufficient for such purpose, including, without limitation, preparing an amendment to the Operating Agreement for the review and approval of the Board of Directors and submitting such amendment to requisite Company members for approval. All securities which may be issued upon the exercise of the rights represented by this Warrant shall, upon issuance, be validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. Upon surrender for exercise, this Warrant shall be canceled and shall not be reissued; provided, however, that upon the partial exercise hereof a substitute Warrant of like tenor and date representing the rights to subscribe for and purchase any such unexercised portion hereof shall be issued. 3 6. Voting Rights. This Warrant shall not entitle the Holder to any voting rights or any other rights as a member of the Company but upon presentation of this Warrant with the Subscription Form or Exchange Notice duly executed and the tender of payment of the aggregate Exercise Price (if applicable) at the office of the Company pursuant to the provisions of this Warrant, the Holder shall forthwith be deemed a member of the Company in respect of the securities for which the Holder has so subscribed and paid or exchanged, and shall in connection therewith execute any and all documents required for the Holder to become a party to the Operating Agreement (if not already a party thereto). This Warrant and the Warrant Units, when issued, shall be subject in all respects (including with respect to transfer, voting, economic rights and otherwise) to the provisions of the Operating Agreement applicable to this Warrant or the Warrant Units, as applicable.View More
Covenants of the Company. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for the purpose of issue upon exercise of the rights evidenced hereby, a sufficient number of units shares of the class of securities issuable upon exercise of this Warrant to provide for the exercise of such rights; provided, that if at any time the number of units of authorized but unissued securities issuable upon the exercise of this Warrant shal...l not be sufficient to effect the exercise of this Warrant, upon the request of the holders of at least a majority of the Warrant Units issuable pursuant to all the of the Warrants (the "Requisite Majority"), the Company will promptly take such company action as shall be necessary to increase its authorized but unissued units of such class of securities issuable upon the exercise of this Warrant as shall be sufficient for such purpose, including, without limitation, preparing an amendment to the Operating Agreement for the review and approval of the Board of Directors and submitting such amendment to requisite Company members for approval. rights. All securities which may be issued upon the exercise of the rights represented by this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. Upon surrender for exercise, this Warrant shall be canceled and shall not be reissued; provided, however, that upon the partial exercise hereof a substitute Warrant of like tenor and date representing the rights to subscribe for and purchase any such unexercised portion hereof shall be issued. 3 6. Voting Rights. This Warrant shall not entitle the Holder to any voting rights or any other rights as a member of the Company but upon presentation of this Warrant with the Subscription Form or Exchange Notice duly executed and the tender of payment of the aggregate Exercise Price (if applicable) at the office of the Company pursuant to the provisions of this Warrant, the Holder shall forthwith be deemed a member of the Company in respect of the securities for which the Holder has so subscribed and paid or exchanged, and shall in connection therewith execute any and all documents required for the Holder to become a party to the Operating Agreement (if not already a party thereto). This Warrant and the Warrant Units, when issued, shall be subject in all respects (including with respect to transfer, voting, economic rights and otherwise) to the provisions of the Operating Agreement applicable to this Warrant or the Warrant Units, as applicable.View More
Covenants of the Company. During the period within which the rights represented by this Warrant may be exercised, the Company shall at all times have authorized and reserved for the purpose of issue upon exercise of the rights evidenced hereby, a sufficient number of units shares of the class of securities issuable upon exercise of this Warrant to provide for the exercise of such rights; provided, that if at any time the number of units of authorized but unissued securities issuable upon the exercise of this Warrant shal...l not be sufficient to effect the exercise of this Warrant, upon the request of the holders of at least a majority of the Warrant Units issuable pursuant to all the of the Warrants (the "Requisite Majority"), the Company will promptly take such company action as shall be necessary to increase its authorized but unissued units of such class of securities issuable upon the exercise of this Warrant as shall be sufficient for such purpose, including, without limitation, preparing an amendment to the Operating Agreement for the review and approval of the Board of Directors and submitting such amendment to requisite Company members for approval. rights. All securities which may be issued upon the exercise of the rights represented by this Warrant shall, upon issuance, be duly authorized, validly issued, fully paid and non-assessable and free from all taxes, liens and charges with respect to the issue thereof. Upon surrender for exercise, this Warrant shall be canceled and shall not be reissued; provided, however, that upon the partial exercise hereof a substitute Warrant of like tenor and date representing the rights to subscribe for and purchase any such unexercised portion hereof shall be issued. 3 6. Voting Rights. This Warrant shall not entitle the Holder to any voting rights or any other rights as a member of the Company but upon presentation of this Warrant with the Subscription Form or Exchange Notice duly executed and the tender of payment of the aggregate Exercise Price (if applicable) at the office of the Company pursuant to the provisions of this Warrant, the Holder shall forthwith be deemed a member of the Company in respect of the securities for which the Holder has so subscribed and paid or exchanged, and shall in connection therewith execute any and all documents required for the Holder to become a party to the Operating Agreement (if not already a party thereto). This Warrant and the Warrant Units, when issued, shall be subject in all respects (including with respect to transfer, voting, economic rights and otherwise) to the provisions of the Operating Agreement applicable to this Warrant or the Warrant Units, as applicable.View More
Covenants of the Company. (a) Availability of Shares. During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Options. (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not requi...re the Company to register under the Securities Act the Plan, any Option or any Common Stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained.View More
Covenants of the Company. (a) Availability of Shares. During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock required to satisfy such Options. (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shall not requi...re the Company to register under the Securities Act the Plan, any Option or any Common Stock stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of Common Stock stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock stock upon exercise of such Options unless and until such authority is obtained. 12 9. USE OF PROCEEDS FROM STOCK. Proceeds from the sale of stock pursuant to Options shall constitute general funds of the Company. View More
Covenants of the Company. (a) Availability of Shares. During the terms of the Options, the Company shall keep available at all times the number of shares of Common Stock reasonably required to satisfy such Options. (b) Securities Law Compliance. The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Options and to issue and sell shares of Common Stock upon exercise of the Options; provided, however, that this undertaking shal...l not require the Company to register under the Securities Act the Plan, any Option or any Common Stock issued or issuable pursuant to any such Option. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which that counsel for the Company deems necessary for the lawful issuance and sale of Common Stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell Common Stock upon exercise of such Options unless and until such authority is obtained. A Participant shall not be eligible for the grant of an Option or the subsequent issuance of Common Stock pursuant to the Option if such grant or issuance would be in violation of any applicable securities law. (c) No Obligation to Notify or Minimize Taxes. The Company shall have no duty or obligation to any Participant to advise such holder as to the time or manner of exercising such Option. Furthermore, the Company shall have no duty or obligation to warn or otherwise advise such holder of a pending termination or expiration of an Option or a possible period in which the Option may not be exercised. The Company has no duty or obligation to minimize the tax consequences of an Option to the holder of such Option. View More
Covenants of the Company. The Company will seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. If, after commercially reasonable efforts, the Company is unable to obtain the authority that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commer...cially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights.View More
Covenants of the Company. The Company will seek to obtain from each federal, U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. thereunder unless the Company determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority... that counsel for the Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights. View More
Covenants of the Company. The Company will seek to obtain from each federal, U.S. federal or state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to grant Purchase Rights and issue and sell shares of Common Stock thereunder. thereunder unless the Company determines, in its sole discretion, that doing so would cause the Company to incur costs that are unreasonable. If, after commercially reasonable efforts, the Company is unable to obtain the authority... that counsel for the 6 Company deems necessary for the grant of Purchase Rights or the lawful issuance and sale of Common Stock under the Plan, and at a commercially reasonable cost, the Company will be relieved from any liability for failure to grant Purchase Rights and/or to issue and sell Common Stock upon exercise of such Purchase Rights. View More
Covenants of the Company. (a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards.
Covenants of the Company. (a) Availability of Shares. The Company will keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding Stock Awards.
Covenants of the Company. (a) Availability of Shares. The During the terms of the Stock Awards, the Company will shall keep available at all times the number of shares of Common Stock reasonably required to satisfy then-outstanding such Stock Awards.
