Covenants

29 distinct versions of this provision, from purchase and merger agreements filed with the SEC. Below are 12, each quoted exactly as drafted, each linked to the filing it came from. No two are from the same company.

1. 01

   Conduct of Business

   Seller agrees that, from the date of this Agreement until the Closing Date, Seller shall conduct the operation of the Purchased Assets in the ordinary course consistent with past practice and shall use its reasonable best efforts to preserve and maintain existing relations with employees, customers, distributors, vendors and other Persons with which Seller has business relations concerning the Purchased Assets. Seller shall not take any action outside of the ordinary course of business consistent with past practice without obtaining the prior written consent of Buyer

   CLEANSPARK, INC. (CLSK) (CIK 0000827876) · filed 2024-06-20 · read the filing · this wording recurs in 6 agreements we hold

2. 02

   Covenants

   Seller shall have performed and complied in all material respects with all covenants, agreements and obligations required to be performed or complied with on or prior to the Closing Date; A-29 TABLE OF CONTENTS ​ ​ ​ ​ ​ ​ 7.2.3 No Material Adverse Effect . Since the Execution Date, no Material Adverse Effect shall have occurred that is continuing; and 7.2.4 Closing Deliveries . Seller shall have delivered to Purchaser, each of the items listed in Section 2.3.2(b)

   Atreca, Inc. (CIK 0001532346) · filed 2024-04-22 · read the filing · this wording recurs in 4 agreements we hold

3. 03

   Conduct of Business

   From the date of the execution hereof until the Closing Date, the Company shall operate itself and the Business in the ordinary course consistent with past practices, and: (a) The Company will not authorize, declare, pay, or effect any dividends or liquidate or distribute any common stock or other equity interest or undertake any direct or indirect redemption, purchase, or other acquisition of any equity interest; (b) The Company will not make any changes in its condition (financial or otherwise), liabilities, assets, or business or in any of its business relationships, including relationships with suppliers or customers, that, when considered individually or in the aggregate, would reasonably be expected to have a material adverse effect on it; (c) The Company will not increase the salary or other compensation payable or to become payable by it to any employee, or the declaration, payment, or commitment or obligation of any kind for the payment by it of a bonus or other additional salary or compensation to any such person except in the normal course of business, consistent with its past practices; (d) The Company will not sell, lease, transfer or assign any of their assets, tangible or intangible, other than inventory for a fair consideration, in the ordinary course of business; (e) The Company will not accelerate, terminate, modify, or cancel any agreement, contract, lease, or license (or series of related agreements, contracts, leases and licenses) involving more than $10,000, either individually or in the aggregate, to which it is a party, other than in the ordinary course of business, absent the consent of Purchaser; (f) The Company will not make any loans to any person or entity, or guarantee any loan, absent the consent of Purchaser; (g) The Company will not waive or release any right or claim held by it, absent the consent of Purchaser; (h) The Company will operate its business in the ordinary course and consistent with past practices so as to preserve its business organization intact, to retain the services of their employees and to preserve their goodwill and relationships with suppliers, creditors, customers, and others having business relationships with them; (i) The Company will not issue any note, bond or other debt security or create, incur, or assume, or guarantee any indebtedness for borrowed money or capitalized lease obligations; (j) The C […]

   RCI HOSPITALITY HOLDINGS, INC. (RICK) (CIK 0000935419) · filed 2022-12-15 · read the filing · this wording recurs in 3 agreements we hold

4. 04

   Negative Covenants

   During the period commencing on the Execution Date and continuing until the earlier of the Closing Date or the termination of this Agreement, except as Cardurion shall otherwise agree in writing (which agreement shall not be unreasonably withheld, conditioned or delayed), Imara shall not (a) sell or otherwise dispose of or transfer any Purchased Asset, Licensed Patent Rights or Licensed Know-How; (b) take any action that would cause the grant of, or permit to exist, any Encumbrance on any Purchased Asset, Licensed Patent Rights or Licensed Know-How; (c) accelerate, terminate, modify or cancel any Assigned Contract or any Permit or Regulatory Filing included in the Purchased Assets; (d) except to enforce the terms of this Agreement, initiate any Litigation or settle any Litigation related to the Purchased Assets, the Licensed Patent Rights or Licensed Know-How; (e) cancel, compromise, release or waive any right material to the Purchased Assets, the Licensed Patent Rights or Licensed Know-How; or (f) engage in any practice, take any action, fail to take any action or enter into any transaction which would reasonably be expected to cause a condition precedent to closing in Section 7.1 not to be satisfied

   IMARA Inc. (ELVN) (CIK 0001672619) · filed 2022-09-23 · read the filing · this wording recurs in 3 agreements we hold

5. 05

   Covenants of Seller

   Confidentiality . From and after the Closing Date, Seller will hold in strict confidence and will not divulge, communicate or use in any way, any business plans or strategies, customer or client lists, financial data, know-how, trade secrets or other information included within the Acquired Assets or related to the Business

   HUMBL, INC. (HMBL) (CIK 0001119190) · filed 2024-12-11 · read the filing · this wording recurs in 3 agreements we hold

6. 06

   COVENANTS

   Non-Solicitation. (a) During the period of twenty-four months following the Closing (the “ Restricted Period ”), Seller shall not, directly or indirectly solicit the trade of, or trade with, any customer whose Customer Account is a part of the Acquired Assets such that the customer reduces the amount of business that it does (or, but for that solicitation, would do) with Buyer. Notwithstanding the foregoing, nothing in the Article IV shall prohibit Seller from operating the Excluded Business. (b) If Seller shall be in breach of subsection (a) above, then the time period set forth in that subsection shall, as it relates to the breaching party, be extended by the length of time during which the breaching party is in breach of any of those provisions. (c) Seller acknowledges and agrees that Buyer would be irreparably damaged if any of the provisions of this Section 4.1. are not complied with in accordance with their specific terms or are otherwise breached. Accordingly, it is agreed that Buyer shall be entitled to an injunction or injunctions to prevent breaches of this Section 4.1. and shall have the right to specifically enforce Section 4.1. and its terms and provisions against Seller in addition to any other remedy to which Buyer may be entitled under this Agreement, at Law or in equity. (d) It is the intent of the parties that each provision of this Section 4.1. be adjudicated valid and enforced to the fullest extent permissible under the Laws and public policies of each jurisdiction in which adjudication of the validity or enforcement of Section 4.1. is sought. In furtherance of the foregoing, each provision of Section 4.1. shall be severable from each other provision, and any provision of Section 4.1. that is prohibited or unenforceable in any jurisdiction shall be subject to the following: (i) if the prohibited or unenforceable provision is contrary to or conflicts with any requirement of any statute, rule or regulation in effect in the jurisdiction, then the requirement shall be incorporated into, or substituted for, the prohibited or unenforceable provision to the minimum extent necessary to make the provision valid or enforceable; (ii) the Governmental Authority or arbitrator considering the matter is authorized to (or, if that Governmental Authority or arbitrator is unwilling or fails to do so, then the parties shall) amend the unenforceable provisio […]

   MOBIVITY HOLDINGS CORP. (MFON) (CIK 0001447380) · filed 2024-11-26 · read the filing · this wording recurs in 2 agreements we hold

7. 07

   Independence of Covenants

   All covenants hereunder shall be given independent effect so that if a certain action or condition constitutes a default under a certain covenant, the fact that such action or condition is permitted by another covenant shall not affect the occurrence of such default, unless expressly permitted under an exception to such initial covenant. In addition, all representations and warranties hereunder shall be given independent effect so that if a particular representation or warranty proves to be incorrect or is breached, the fact that another representation or warranty concerning the same or similar subject matter is correct or is not breached will not affect the incorrectness of a breach of a representation and warranty hereunder

   ENZO BIOCHEM INC (ENZ) (CIK 0000316253) · filed 2023-04-24 · read the filing · this wording recurs in 2 agreements we hold

8. 08

   Willis Covenants

   Willis covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of all amounts owing pursuant to the Indenture, institute against any Issuer Group Member, or join any other Person in instituting against any Issuer Group Member, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of any applicable jurisdiction. This Section 4.02 shall survive the termination of this Agreement

   WILLIS LEASE FINANCE CORP (WLFC) (CIK 0001018164) · filed 2024-03-15 · read the filing · this wording recurs in 2 agreements we hold

9. 09

   Performance of Covenants

   Seller shall have performed and complied with, in all material respects, all of its covenants contained in this Agreement at or before the Closing (to the extent that such covenants require performance by Seller at or before the Closing)

   Ayala Pharmaceuticals, Inc. (ADXS) (CIK 0001100397) · filed 2024-02-20 · read the filing · this wording recurs in 2 agreements we hold

10. 10

    Covenants

    The Purchaser shall have performed all covenants and obligations required to be performed by the Purchaser hereunder in all material respects on or before the Closing Date. 5.5 Failure of Conditions to Seller’s Obligations to Close . Notwithstanding the foregoing, if the conditions set forth in this Article 5 shall not have been fulfilled on or before the Closing Date (unless the circumstances relating to the failure of such condition constitute a default of the Purchaser for which Section 10.2 applies), the Seller may terminate this Agreement by giving written notice to the Purchaser, in which event the Escrow Agent shall promptly return the Deposit to the Purchaser, and neither party shall have any further rights or obligations under this Agreement other than the Surviving Obligations. ARTICLE 6 REPRESENTATIONS AND WARRANTIES OF SELLER 6.1 Seller’s Representations and Warranties . Subject to all matters disclosed in any document delivered by the Seller to the Purchaser, or any exhibit or schedule attached hereto, and subject to any information discovered by the Purchaser or other information disclosed to the Purchaser in writing by the Seller or any other person, as well as any matters actually known to the Purchaser as of the Closing Date (all such matters being referred to herein collectively as “ Exception Matters ”), the Seller represents and warrants to the Purchaser with respect to itself and the Property as follows: (a) Status and Authority of the Seller . The Seller is duly organized, validly existing and in good standing under the laws of its state of formation, and has all requisite power and authority under the laws of such state and its charter documents to enter into and perform its obligations under this Agreement and to consummate the transactions contemplated hereby. (b) Action of the Seller . The Seller has taken all necessary action to authorize the execution, delivery and performance of this Agreement, and upon the execution and delivery of this Agreement and any document to be delivered by the Seller on or prior to the Closing Date, this Agreement and each such document shall constitute the valid and binding obligation and agreement of the Seller, enforceable against the Seller in accordance with its terms, except as enforceability may be limited by bankruptcy, insolvency, reorganization, moratorium or similar laws of general applicatio […]

    DIGITAL ALLY, INC. (DGLY) (CIK 0001342958) · filed 2024-08-06 · read the filing

11. 11

    General Covenants

    Covenants . Seller hereby covenants and agrees to comply with the following covenants and agreements, unless Buyer shall otherwise consent: (a) Notices. Subject to and in accordance with the confidentiality obligations and disclosure provisions set forth in the License Agreement and the Consent and -7- Direction, Seller will promptly notify Buyer and provide a description in writing of each of the following: (i) Defaults. Any event which to Seller’s knowledge is a default by Genentech under the License Agreement or termination by Genentech under the License Agreement that relates to, affects or could reasonably be expected to materially adversely affect (x) any Post-Closing Royalty Amount (or portion thereof) or (y) any of Buyer’s rights or benefits under this Agreement; (ii) Litigation. The institution of any litigation, arbitration proceeding or governmental proceeding in respect of, affecting, or that could reasonably be expected to affect (x) any Post-Closing Royalty Amounts (or portion thereof) or (y) any of Buyer’s rights or benefits under this Agreement, and any judgment or settlement with respect to any such litigation; and (iii) Correspondence under the License Agreement. The receipt by Seller of any material written notice, report, or correspondence under the License Agreement with respect to any Post-Closing Royalty Amount (or portion thereof), and Seller shall inform Buyer of the receipt and the substance of such notice, report or correspondence, together with a copy of such notice, report or correspondence, which Buyer shall receive subject to the confidentiality obligations set forth in Section 5.1(c) . (b) Conduct of Business. Seller will perform all actions necessary to remain duly incorporated, validly existing and in good standing in its jurisdiction of incorporation and to maintain all requisite authority to conduct its business in each jurisdiction where such authority is necessary, except where the failure to obtain such authority could not reasonably be expected to have a Material Adverse Effect. Seller shall use commercially reasonable efforts to fully perform and fulfill each of its obligations under the License Agreement in accordance with the terms thereof and to maintain its rights under the License Agreement in full force and effect. Seller shall use commercially reasonable efforts: (i) to fully enforce its rights to receive all P […]

    CURIS INC (CRIS) (CIK 0001108205) · filed 2023-03-13 · read the filing

12. 12

    Seller Covenants

    Provided that this Agreement is in full force and effect and Buyer is not in default of this Agreement beyond applicable notice and cure periods, Seller agrees that it: (a) shall continue to operate the Property in substantially the same manner in which Seller has previously operated the Property (except that Seller shall not be required (A) to cure, remove or close out any Violations, (B) to make any capital improvements or replacements to the Property or (C) pursue and/or evict any defaulting Tenant; and (b) shall not, following the expiration of the Examination Period, without Buyer’s prior written consent, which consent may be granted or withheld in Buyer’s sole and absolute discretion: (i) enter into a New Lease or amend any of the Leases in any manner (unless such amendment is non-discretionary); (ii) consent to an assignment of any Lease or a sublease of the premises demised thereunder or a termination or surrender thereof (unless such consent is non-discretionary); (iii) consent to an alteration of the premises demised under any Lease (unless such consent is non-discretionary); and/or (iv) enter into any third party contracts, equipment leases or other material agreements affecting the Property, provided that Seller may enter into any such contracts without Buyer’s consent if such contract (x) is necessary as a result of an emergency at the Property, (y) is not a Material Contract and is entered into in the course of customary maintenance, repairs or operation at the Property or (z) is required by Seller to perform its obligations under any Lease or to comply with any applicable laws. Notwithstanding anything herein to the contrary, Seller shall have no obligation to incur any material cost or liability in connection with such efforts or to make any payments or to grant any concessions under the Leases

    PROKIDNEY CORP. (PROK) (CIK 0001850270) · filed 2025-03-17 · read the filing