Additional Covenants and Agreements of the Parties. 6.1 IMPLEMENTATION TEAM. The Parties will form a team (the "Implementation Team") to oversee the activities contemplated by this Agreement. The Implementation Team will be comprised of three (3) members from each Party. Each Party will appoint a member representing each of manufacturing, marketing/sales and regulatory. Either Party may change its representative(s) on the Implementation Team at any time by providing prior written notice to the other Party. Unless otherwise agreed to by the Parties, after the Closing Date, the Implementation Team will meet (in person or by telephone or video conference) at least one (1) time each Calendar Quarter upon no less than thirty (30) days prior written notice from one Party to the other to discuss any matters arising out of a Party's performance (or non-performance) of its obligations under this Agreement. The Implementation Team will initially be responsible for creating detailed operational plans for the transition contemplated by this Agreement; provided, however, that the activities contemplated by the foregoing will not take place until after the Closing Date to the extent doing so would be in violation of Applicable Law. The detailed operational plans will include a time line and clear understanding of roles and responsibilities contemplated by this Agreement. The Implementation Team will also have responsibility for coordinating effective communication of progress and issues that arise between the Parties. Special meetings of the Implementation Team may be called by either Party upon no less than thirty (30) days' prior written notice to the other Party, which notice must be accompanied by a written agenda of items to be discussed at such special meeting.
Additional Covenants and Agreements of the Parties. 6.1. Conduct of the Business of eShare. Except with the prior written consent of Melita or as expressly contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time: (i) eShare will conduct its business only in, and eShare will not take any action except in, the ordinary course consistent with past practice, (ii) eShare will not enter into any material transaction other than in the ordinary course of business consistent with past practice and (iii) to the extent consistent with the foregoing, with no less diligence and effort than would be applied in the absence of this Agreement, eShare will preserve intact its current business organizations and reputation, keep available the service of its current officers and employees, preserve its relationships with customers, suppliers and others having business dealings with it with the objective that their goodwill and ongoing businesses shall be unimpaired at the Effective Time and comply in all material respects with all Laws and Orders of all Governmental Bodies or regulatory authorities applicable to it. Without limiting the generality of the foregoing and except as otherwise expressly permitted in this Agreement, prior to the Effective Time, eShare will not, without the prior written consent of Melita (except to the extent set forth in the eShare Disclosure Schedule):
(a) except for (i) 1,670,769 shares of eShare Common Stock reserved for issuance upon exercise of eShare Options outstanding as of the date hereof and (ii) 589,367 shares of eShare Common Stock reserved for issuance upon exercise of eShare Warrants outstanding as of the date hereof, issue, deliver, sell, dispose of, pledge or otherwise encumber, or authorize or propose the issuance, delivery, sale, disposition or pledge or other encumbrance of (A) any additional shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of its capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of its capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of its capital stock, or (B) any other securities in respect of, in lieu of, or in substitution for, shares of the capital stock of eShare outstanding on the date hereof;
(b) except as contemplated in subsection (a) above,...
Additional Covenants and Agreements of the Parties. 4.1. Resale of Securities
(a) The Investor covenants that it will not sell or otherwise transfer any Shares, except pursuant to an effective registration under the Securities Act of 1933, as amended (the "Securities Act"), or in a transaction which, in the opinion of counsel reasonably satisfactory to the Company, qualifies as an exempt transaction under the Securities Act and the rules and regulations promulgated thereunder.
(b) The Company and the Investor will enter into a Registration Rights and Shareholder Agreement, substantially in the form of Exhibit B.
Additional Covenants and Agreements of the Parties. 85 5.1 Registration Statement; Joint Proxy Statement/Prospectus ....................................85 5.2 Merger Partner Stockholders’ Meeting .....................................................................86
Additional Covenants and Agreements of the Parties. 3 4.1. Filing with Securities and Exchange Commission......................................................4 4.2.
Additional Covenants and Agreements of the Parties. 9.1 No liability shall result from delay in performance in whole or in part hereunder by the occurrence of a contingency, the nonoccurrence of which is basic assumption on which this Agreement is made, including, but not limited to, acts of God, fire, flood, accident, riot, war, sabotage, strike, labor trouble, supply shortage or embargo. If any such circumstances affect only a part of Nastech's capacity tp perform, quantities affected by this section may, at the option of either party, be eliminated from the Agreement without liability, but the Agreement shall remain otherwise unaffected. A party shall be excused from performance under this Agreement to the extent that and for so long as such performance is substantially hindered or prevented by causes beyond its reasonable control; provided, however, that this Section shall not be construed to excuse performance unless prompt written notice of such inability tom xxxform is given to the other party.
9.2 Meda and Nastech shall jointly develop written procedures and define responsibilities for (i) the reporting of adverse drug experiences, (ii) the administration and analysis of and response to complaints concerning the Product, and (v) the development of training materials related to the Product. Meda and Nastech shall each comply with the provisions of such written procedures.
9.3 Meda and Nastech shall each comply with all laws and regulations applicable to manufacturing, marketing and selling the Product in the Territory and the performance of their respective obligations hereunder. Nastech and Meda each shall keep all records and reports required to be kept by applicable laws and regulations, and each shall make its facilities available at reasonable times during business hours for inspection by representatives of governmental agencies. Nastech and Meda each shall notify the other within twenty-four (24) hours of receipt
9.4 If either party shall become engaged in or participate in any investigation, claim, litigation or other proceeding with any third party, relating in any way to the Product, the other party shall cooperate in all reasonable respects with such party in connection therewith, including, without limitation, using its reasonable efforts to make available to the other such employees who may be helpful with respect to such investigation, claim, litigation or other proceeding, provided that, for purposes of this provision, reasonable efforts to make available any employee shall be deemed to...
Additional Covenants and Agreements of the Parties. 4-1 4.01 Corporate Approval 4-1 4.02 Stockholders' Agreement to Vote 4-1 4.03 Conduct of Business 4-1 4.04 Negative Covenants 4-1 4.05 Filing with Securities and Exchange Commission 4-1 4.06 Access 4-1 4.07 Best Efforts 4-2 4.08 Brokers or Finders 4-2 4.09 Environmental Matters 4-2 4.10 Exclusive Dealing 4-3
Additional Covenants and Agreements of the Parties. 91 6.1 Merger Partner Proxy Statement ....................................................................................91 6.2 Merger Partner Stockholders’ Meeting ..........................................................................92 6.3 Efforts; Regulatory Approvals and Related Matters ......................................................96 6.4 Disclosure ....................................................................................................................104 6.5 Section 16 Matters .......................................................................................................105 6.6 Obligations with respect to Merger Partner, Spinco and Xxxxx ..................................105 6.7 Securityholder Litigation .............................................................................................105 6.8 Financing .....................................................................................................................106 6.9 Agreement for Exchange of Information .....................................................................116 6.10 D&O Indemnification and Insurance ...........................................................................117 6.11
Additional Covenants and Agreements of the Parties. 16 Section 7.01. Confidentiality......................................... 16 Section 7.02. Safety.................................................. 17 Section 7.03. Product Recall.......................................... 17 Section 7.04. Insurance............................................... 18 Section 7.05. Ultimate Use of Product................................. 18 Section 7.06. Intellectual Property Matters........................... 18 Section 7.07. No Debarred Persons..................................... 19 Section 7.08. Labeling................................................ 19 Section 7.09. Second Source Arrangements.............................. 19
Additional Covenants and Agreements of the Parties. 7.1. Governmental Filings. ANI and CLP each agree to prepare and file whatever filings, listings, requests or applications are required to be filed with any governmental authority in connection with this Agreement or the Product(s) and to cooperate with one another as reasonably necessary to accomplish the foregoing.
