Additional Covenants of Parent. 5.1. Best Efforts 26 5.2. Public Announcements 27 5.3. Compliance 27 5.4. Employee Benefit Plans 27 5.5. Indemnification, Exculpation and Insurance 27
Additional Covenants of Parent. (a) During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees as to itself and its subsidiaries that it will not, without the prior written consent of the Company, except as contemplated by this Agreement or required by law (i) enter into, adopt, amend or terminate any Parent Benefit Plan or other employee benefit plan or any agreement, arrangement, plan or policy between Parent and one or more of its directors or executive officers or (ii) except for normal increases in the ordinary course of business consistent with past practice that, in the aggregate, do not result in a material increase in benefits or compensation expense to Parent, increase in any manner the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any plan and arrangement as in effect as of the date hereof or enter into any contract, agreement, commitment or arrangement to do any of the foregoing.
(b) At or prior to the Effective Time, Parent shall cause two persons designated by the Company to be named to the board of directors of Parent.
(c) At or prior to the Effective Time, Parent shall enter into employment or consulting agreements with the persons designated in Section 5.03(c) of the Company Disclosure Schedule, on such terms and conditions as are reasonably satisfactory to the Company and such persons.
Additional Covenants of Parent. Parent covenants and agrees as follows:
Additional Covenants of Parent. 34 5.1 Reasonable Best Efforts.................................................................... 34 5.2 Public Announcements....................................................................... 35 5.3 Compliance................................................................................. 35 5.4 [Intentionally omitted].................................................................... 35 5.5 Indemnification, Exculpation and Insurance................................................. 35 5.6
Additional Covenants of Parent. Parent additionally covenants and agrees as follows:
(a) First Milestone Consideration. Not later than 45 days following achievement of the First Milestone, the Parent will pay an additional US$5,000,000 to the former holders of Company Common Stock, Preferred Stock and Senior Preferred Stock in accordance with Section 2.01(c), in Parent Shares (to the extent such Parent Shares may be issued by the Parent without shareholder approval) and cash (to the extent such Parent Shares cannot be issued by the Parent without shareholder approval); provided, that, for the avoidance of doubt, Parent will issue the maximum number of Parent Shares as can be issued by Parent without shareholder approval and will pay the remainder of the consideration due pursuant to this Section 6.03(a) in cash. If the Parent pays the First Milestone in whole or in part in Parent Shares, the number of Parent Shares to be issued and delivered to Representatives shall be determined by multiplying US$5,000,000 (or such portion thereof as is to be paid in Parent Shares) by the Exchange Rate and dividing the product by the Thirty-Day Average Stock Price. In the event of payment in Parent Shares, Parent shall make available to the Representatives holding statements issued by the Parent’s share transfer agent representing the number of duly and validly authorized whole Parent Shares issuable in connection with the First Milestone to be held for the benefit of the former holders of Company Common Stock, Preferred Stock and Senior Preferred Stock to be distributed under Section 2.01(c). Payment in cash will be made to such account of the Representatives as shall be provided to the Parent in writing for distribution to the former holders of Company Common Stock, Preferred Stock and Senior Preferred Stock pursuant to Section 2.01(c), and the Representatives shall cause the former holders of Company Common Stock, Preferred Stock and Senior Preferred Stock to be paid in accordance therewith within a commercially reasonable period of time, which, in any event, shall not exceed 20 business days.
Additional Covenants of Parent. PARENT COVENANTS AND AGREES AS FOLLOWS:
Additional Covenants of Parent. If the Closing Date has not occurred on or before May 31, 2001, then at the written request of the Company on or after June 1, 2001, which request shall include an officer's certificate signed by the chief executive officer and chief financial officer of the Company certifying that each of the conditions set forth in Section 5.1 and 5.3 are satisfied or capable of immediate satisfaction, and upon three (3) business days notice, Parent shall loan to the Company the amount of cash that the Company projects will be used during such month minus the amount of cash on hand up to One Million Dollars (U.S. $1,000,000) per month until the earlier of the Effective Time or such time as the Agreement is terminated (the "Secured Loan"). The amount of the Secured Loan shall not be deducted from the Merger Consideration. The Secured Loan shall be evidenced by a secured loan agreement and promissory note to be negotiated in good faith between Parent and the Company no later than May 31, 2001, which agreement will (i) provide for interest at prime rate; (ii) permit prepayment without penalty; (iii) require the Company to specify the use of proceeds therefor; and (iv) in the event this Agreement is terminated, require repayment in full on the earlier of the closing of the Company's next equity financing, an acquisition of the Company or three (3) months following termination of this Agreement.
Additional Covenants of Parent. During the Pre-Closing Period, Xxxxxx agrees in good faith to:
(a) comply with the terms of the Corporate Integrity Agreement between the Office of Inspector General of the Department of Health and Human Services and Parent, dated December 21, 2020 (the “Corporate Integrity Agreement”); and obtain, pursuant to the Successor Liability provisions in Section IV of the Corporate Integrity Agreement, a letter agreement (the “HHS Confirmation”) from the Office of Inspector General of the Department of Health and Human Services notifying Parent that the Surviving Company will not be subject to the requirements of the Corporate Integrity Agreement; and
(b) comply with the terms of the Settlement Agreement between the Department of Justice and Parent, dated December 28, 2020 (the “DOJ Settlement Agreement”), regarding the investigations and a related civil action concerning Parent’s marketing of the DABRA laser system and DABRA-related remuneration to certain physicians, as disclosed in the Parent SEC Documents, including the provisions applicable to a Change in Control Transaction, as such term is defined in the DOJ Settlement Agreement.
Additional Covenants of Parent. Parent additionally covenants and agrees as follows:
Additional Covenants of Parent. Parent agrees with the Holders that, with a view to making available the benefits of certain rules and regulations of the Commission which may at any time permit the sale of the Registrable Securities to the public without registration, Parent will use its reasonable efforts to:
(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act, at all times after the effective date on which the Company becomes subject to the reporting requirements of the Securities Act or the Exchange Act, or any similar federal statute and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time;
