Covenants Contract Clauses (4,152)

Covenants. 5.1. NYSE MKT. In order to comply with NYSE MKT rules, in no event shall the Company be obligated to issue a number of Shares under this Agreement equal to more than 19.9% of its outstanding shares of Common Stock, determined immediately prior to the Closing, and the Company agrees not to issue shares of Common Stock in any other related transaction or series of transactions (whether an additional financing or an acquisition transaction in consideration, in whole or part, for Common Stock) that ...would be integrated herewith and counted together so as to exceed such threshold. View More

Covenants. (a) Covenant Not to Compete. During the Restricted Period, Executive shall not, within the geographic areas composed of the circles surrounding the Bank's then existing banking offices, with each circle having the applicable banking office as its center point and a radius of 25 miles (the "Territory"), directly or indirectly, in any capacity, render services, or engage or have a financial interest in, any business that shall be competitive with any of those business activities in which Bancorp o...r any of Bancorp's subsidiaries or affiliates (the "Bank Group") is engaged as of the date of this Agreement, which business activities include, but are not limited to, the provision of banking services (collectively, the "Business"); provided, however, that Executive's ownership of less than five percent (5%) of the outstanding securities of any entity engaged in the Business that has a class of securities listed on a securities exchange or qualified for quotation on any over-the-counter market shall not be a violation of the foregoing. For purposes of this Agreement, "Restricted Period" shall mean the period of one (1) year after Executive's Date of Termination. (b) Covenant Not to Solicit Customers. During the Restricted Period, within the Territory Executive shall not, directly or indirectly, individually or on behalf of any other person or entity (other than a member of the Bank Group), offer to provide banking services to any person, partnership, corporation, limited liability company, or other entity who is or was a customer of any member of the Bank Group during any part of the twelve (12) month period immediately prior to the Date of Termination. (c) Covenant Not to Solicit Employees. During the Restricted Period, within the Territory Executive shall not, directly or indirectly, individually or on behalf of any other person or entity, solicit, recruit or entice, directly or indirectly, any employee of any member of the Bank Group to leave the employment of such member to work with Executive or with any person, partnership, corporation, limited liability company or other entity with whom Executive is or becomes affiliated or associated. (d) Reasonableness of Scope and Duration. The parties hereto agree that the covenants and agreements contained in this Section 11 are reasonable in their time, territory and scope, and they intend that they be enforced, and no party shall raise any issue of the 12 reasonableness of the time, territory or scope of any such covenants in any proceeding to enforce any such covenants. (e) Enforceability. Executive agrees that monetary damages would not be a sufficient remedy for any breach or threatened breach of the provisions of this Section 11, and that in addition to all other rights and remedies available to Bancorp or the Bank, they shall be entitled to specific performance and injunctive or other equitable relief as a remedy for any such breach or threatened breach. Any determination of whether Executive has violated such covenants shall be made by arbitration in Greensboro, North Carolina under the Rules of Commercial Arbitration (the "Rules") of the American Arbitration Association, which Rules are deemed to be incorporated by reference herein. (f) Separate Covenants and Severability. The covenants and agreements contained in this Section 11 shall be construed as separate and independent covenants. Should any part or provision of any such covenant or agreement be held invalid, void or unenforceable in any court of competent jurisdiction, no other part or provision of this Agreement shall be rendered invalid, void or unenforceable as a result. If any portion of the foregoing provisions is found to be invalid or unenforceable by a court of competent jurisdiction unless modified, it is the intent of the parties that the otherwise invalid or unreasonable term shall be reformed, or a new enforceable term provided, so as to most closely effectuate the provisions as is validly possible. (g) Inapplicability. The provisions of this Section 11 shall not be operative upon, or be in any way enforceable against Executive at or after a Termination by Executive for Good Reason or a Termination Without Cause of Executive's employment by the Employer, if in either event the date of Termination is in the final year of Executive's Employment Period. In addition, the provisions of this Section 11 shall not be applicable or enforceable against Executive at any time after a Change of Control. View More

Covenants. In addition to the obligations to which the Executive agreed by executing the Proprietary Agreement, Executive understands and agrees that during the term of Executive's employment with the Company, and for the greater of (i) the duration of any payments to Executive of severance benefits pursuant to Section 4 of this Agreement or (ii) one (1) year after the termination of Executive's employment with the Company, Executive will not do any of the following: 8.1 Compete. Without the Company's prio...r written consent, Executive will not directly or indirectly be employed or involved with any business developing or exploiting any products or services that are competitive with products or services (i) being commercially developed or exploited by the Company during Executive's employment and (ii) on which Executive worked or about which Executive learned proprietary information or trade secrets of the Company during Executive's employment with the Company. 8.2 Solicit Business. Solicit or influence or attempt to influence any client, customer or other person either directly or indirectly, to direct his, her or its purchase of the Company's products and/or services to any person, firm, corporation, institution or other entity in competition with the business of the Company. 8.3 Solicit Personnel. Solicit or influence or attempt to influence any of the Company's employees, consultants or other service providers to terminate or otherwise cease his, her or its employment, consulting or service relationships with the Company or to become an employee, consultant or service provider of any competitor of the Company. View More

Covenants. Pledgor covenants and agrees with Lender that from and after the effectiveness of this Agreement until the full payment and performance of Pledgor under all of the Notes: 3 a. Further Assurances. At any time and from time to time, upon the written request of Lender, Pledgor will promptly execute and deliver any and all such further instruments and documents as Lender may reasonably deem necessary to obtain the full benefits and security of this Agreement, including, without limitation, executing... and filing such financing or continuation statements, securities account control agreements or amendments thereto, as may be necessary or desirable or that Lender may reasonably request in order to perfect, preserve and enforce the security interest created hereby. b. Limitation on Liens on Pledged Equity Interest. Pledgor will not create, permit or suffer to exist, and will defend the Pledged Equity Interest against and take such other action as is necessary to remove, any Lien on the Pledged Equity Interest, except the Lien granted pursuant to this Agreement, and will defend the right, title and interest of Lender in and to Pledgor's rights under the Pledged Equity Interest against the claims and demands of all third parties whomsoever. Pledgor shall not cause or permit any amendment to any provision of any purchase agreements with the Company or the operating agreement or other governing documents of the Company that would impair or otherwise negatively affect the Pledged Equity Interest or Lender without the prior written consent of Lender. c. Limitations on Disposition. Pledgor will not, without Lender's consent, sell, assign, exchange, lease, transfer, pledge or otherwise dispose of, or grant any option or other rights with respect to, the Pledged Equity Interest or any portion thereof for an amount that is less than would be necessary to repay all outstanding Notes in full. d. Possession of Pledged Equity Interest Collateral. Pledgor shall deliver any and all additional certificates or other indicia of ownership of the Pledged Equity Interest, if any, to Lender within three business days after receipt by Pledgor and, upon Lender's request, shall execute all pledge agreements, security agreements, stock powers, financing statements and all other documents that Lender deems necessary or advisable to grant Lender a valid, perfected first priority security interest in such Pledged Equity Interest. e. No Debts. Pledgor shall not permit or cause the Company to guaranty or become obligated for the debts of any other entity or person or hold itself out to be responsible for the debts of another entity or person, nor shall it cause or permit the Company to incur any indebtedness whatsoever, whether secured or unsecured, without Lender's prior written consent. View More

Covenants. a. Releases. Effective as of the Effective Time, each Party, on behalf of itself and its Affiliates, hereby unconditionally and irrevocably and forever releases and discharges the other Parties and their respective Affiliates, and their respective successors and assigns, and any present or former directors, managers, officers, employees or agents of such Party (each, a "Released Party"), of and from, and hereby unconditionally and irrevocably waives, any and all Claims, debts and liabilities of ...any kind or character whatsoever, known or unknown, suspected or unsuspected, in contract, direct or indirect, at Law or in equity that such Party (or any of its Affiliates) ever had, now has or ever may have or claim to have against any Released Party, for or by reason of any matter, circumstance, event, action, inaction, omission, cause or thing whatsoever, in each instance, arising prior to the Effective Time and related to the Company, the Company's assets or the transactions contemplated by this Agreement, other than Claims (if any) related to (i) a breach by any Party of either (A) its respective representations, warranties or covenants contained herein or (B) the terms of the Operative Documents (as defined in the Settlement Agreement) and/or (ii) any claims by any Party or its Affiliates with respect to matters relating to assets lying outside the AMI Area (as defined in the Settlement Agreement). 5 b. Records. As soon as reasonably practicable (and in no event later than five days following Closing), Seller shall provide to Purchaser electronic copies of the files (including lease files, land files, wells files, division order files, abstracts, title files, engineering and/or production files), records (including corporate minute books and records and Tax and accounting records), data and maps of Company (collectively, the "Records") that are in the possession of Seller or any of its Affiliates and that were not provided to Seller or any of its Affiliates by Company or its Affiliates. c. Rights of Ownership of Membership Interests. From and after the Closing, Purchaser shall be entitled to all of the rights of ownership attributable to the Membership Interests (including the right to all production, proceeds of production and other proceeds) prior to, on or after the Effective Time. If Seller (or any of its Affiliates) receives monies belonging to Company, including proceeds of production, then such amount shall, within five Business Days after the end of the month in which such amounts were received, be paid over to the proper party. View More

Covenants. a. In the event of a sale, merger, consolidation, reorganization or similar transaction or series of transactions as a result of which the stockholders of Borrower immediately prior to such transaction or series of transactions hold less than a majority of the equity entitled to vote in the election of directors of Borrower (a "Change of Control") or an Initial Public Offering (an "IPO"), Lender may at any time thereafter, with or without notice to the Borrower, terminate its commitment hereunde...r, and declare the Promissory Note, together with accrued interest thereon and any other amounts payable hereunder to be, and the Promissory Note and all such amounts shall become, immediately due and payable without presentment, demand, protest or other notice of any kind, all of which are hereby waived by Borrower; b. So long as this Loan Agreement shall remain in effect, Borrower shall not, without the consent of Lender, consolidate or merge with or into any other person or convey, transfer or lease all or substantially all of its assets to any person or entity; and 2 c. So long as this Loan Agreement shall remain in effect, the Borrower shall not mortgage, lease or allow any liens upon its properties except liens which have not matured (including any which Borrower is contesting in good faith by adequate proceedings). View More

Covenants. Until so long as no Principal or accrued but unpaid Interest remains outstanding: (a) Preservation of Existence. The Company shall maintain and preserve its existence, rights and privileges, and become or remain duly qualified and in good standing in each jurisdiction in which the character of the properties owned or leased by the Company or in which the transaction of its business makes such qualification necessary. (b) Public Filings. The Company shall use its best efforts to maintain its peri...odic filings required by the Securities Exchange Act of 1934, as amended (the "Exchange Act") and keep its Common Stock listed on the Nasdaq Stock Market or another United States stock exchange market. View More

Covenants. (a) Best Efforts. Each party shall use its reasonable best efforts timely to satisfy each of the covenants and the conditions to be satisfied by it as provided in Sections 6 and 7 of this Agreement. (b) Use of Proceeds. The Company will use the proceeds from the sale of the Securities for working capital and general corporate purposes. (c) Closing Documents. On or prior to 30 calendar days after the Closing Date, the Company agrees to deliver, or cause to be delivered, to each Buyer a complete c...losing set of the executed Transaction Documents, Securities and any other documents required to be delivered to any party pursuant to Section 7 hereof or otherwise. View More

Covenants. During the Forbearance Period, each Loan Party shall comply with the covenants set forth in this Section 5 in addition to the covenants in the Credit Agreement and any other Loan Documents (it being understood and agreed that the occurrence and continuance of the Existing Defaults or any Potential Defaults shall not constitute a breach of this Section 5). 5.1. Cash Flow Forecasts. The Loan Parties shall furnish to the Forbearing Lenders no later than 11 a.m. Houston time on the Wednesday of each... week beginning with the first full calendar week following the delivery of the Initial Cash Flow Forecast, (i) an updated weekly 13-week cash flow forecast (together with the Initial Cash Flow Forecast, each, a "Cash Flow Forecast"), substantially in the form of the Initial Cash Flow Forecast or otherwise in form reasonably acceptable to the Forbearing Lenders, and (ii) a variance report reconciling the prior week's Cash Flow Forecast to the actual sources and uses of cash for the prior week, along with an explanation of material variances. Subject to the Disclosure Restrictions, the Loan Parties shall also provide the Forbearing Lenders reasonable access to their management during normal business hours to discuss any variances. -5- 5.2. Status Calls. Subject to the Disclosure Restrictions, the Loan Parties shall make their representatives and advisors available for conference calls to be conducted on a periodic basis as requested by the Forbearing Lenders, but no less frequently than once a week, for the purpose of informing the Forbearing Lenders of the Loan Parties' liquidity, the on-going discussion of the development of the operating plan of the Loan Parties' management team, the status and progress of restructuring negotiations and the status and progress of diligence, negotiations, documentation related thereto. 5.3. Other Documentation. Subject to the Disclosure Restrictions, the Loan Parties shall provide to the Forbearing Lenders such other documents, instruments and agreements as may be reasonably requested by any Forbearing Lender on or after the date of this Agreement, all in form and substance reasonably satisfactory to the Forbearing Lenders. 5.4. Expenses. The Loan Parties acknowledge that Paul, Weiss has been engaged as legal counsel to the Forbearing Lenders, and that the Forbearing Lenders and/or Paul, Weiss may retain one law firm in each relevant jurisdiction to act as local counsel where reasonably necessary. The Loan Parties shall pay all amounts payable to Paul, Weiss pursuant to the Paul, Weiss Fee Letter at the times specified therein. Without limitation of the foregoing, the Loan Parties shall pay all reasonable documented out-of-pocket costs and expenses of the Forbearing Lenders (including reasonable documented out-of-pocket attorneys' fees, including, without limitation, local counsel fees of one law firm per jurisdiction) in connection with the preparation, execution, delivery, administration, modification, consent, waiver or enforcement of, or advice in respect of the rights or responsibilities of the Forbearing Lenders under, this Agreement and the other Loan Documents, in each case promptly (and, in any event, by no later than three (3) Business Days) following submission of invoices therefor. All amounts payable pursuant to this Section 5.4 shall constitute Obligations. View More

Covenants. Unless compliance is waived in writing by the Bank, until termination of the commitment for the Line of Credit and payment in full of the Loan: (a) The Borrower will promptly submit to the Bank the financial statements and certifications set forth on Exhibit A attached hereto. (b) The Borrower will notify the Bank in writing of the occurrence of any Event of Default or Potential Default, and of any other event or occurrence as to which the Borrower is required to provide notice to the administra...tive agent and/or lenders party to the Credit Agreement. (c) The Borrower shall pay to the Bank the commitment fees set forth on Exhibit A attached hereto. (d) If the Credit Agreement is terminated and repaid in full prior to the Expiration Date, the Borrower shall, if so required by the Bank in its discretion, also repay in full all obligations outstanding under this Letter Agreement and the Note, and the Bank may, in its discretion, cancel the Line of Credit and have no further obligation to lend or extend credit hereunder and under the Note. View More