Additional Covenants of Xxxxxxx Sample Clauses

Additional Covenants of Xxxxxxx. From the date of the Second Amendment until the Xxxxxxx Secured Note (as may be amended from time to time) and the Profits Note have been repaid in full, except as expressly contemplated or permitted by this Agreement or to the extent STEAG shall otherwise consent in writing, neither Xxxxxxx nor any of its subsidiaries shall: (a) acquire or agree to acquire by merging or consolidating with, or by purchasing all or a substantial equity interest in or all or a substantial portion of the assets of, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets other than assets acquired in the ordinary course of business which are immaterial in nature or amount (any of such transaction, an "Acquisition Transaction"); provided, however, that Xxxxxxx or its subsidiaries may agree to, or consummate, an Acquisition Transaction, provided that (i) the consideration to be paid by Xxxxxxx in such Acquisition Transaction shall consist solely of newly issued shares of Xxxxxxx Common Stock, (ii) in the event of a merger or consolidation, Xxxxxxx is the surviving corporation upon consummation of such Acquisition Transaction, and (iii) the holders of Xxxxxxx Common Stock immediately prior to such Acquisition Transaction shall, immediately following such Acquisition Transaction, own more than 50% of the Xxxxxxx Common Stock outstanding after such Acquisition Transaction, and (iv) neither the consummation of such Acquisition Transaction, nor any of the agreements relating to such Acquisition Transaction, would impair or limit the ability of Xxxxxxx to repay any amounts due under the Profits Note or the Prolongation Note; and provided, further; that Xxxxxxx or its subsidiaries may enter into intercompany consolidation or merger transactions if such transactions would not otherwise impair or limit the ability of Xxxxxxx to repay any amounts due under the Profits Note or the Prolongation Note;
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Additional Covenants of Xxxxxxx. 13.5.1 Xxxxxxx’x collection, generation, processing and storage of all results and reports of the work carried out in the course of performing the Research Programs, [**] and Manufacturing of Licensed ADCs under this Agreement, shall be in accordance with Schedule 13.3.3. 13.5.2 Xxxxxxx covenants that if, during the Term, it becomes a Debarred Entity, Excluded Entity or Convicted Entity or if any employee or agent performing any of its obligations hereunder becomes a Debarred Individual, Excluded Individual or Convicted Individual, Xxxxxxx shall immediately notify Mersana and Mersana shall have the right to terminate this Agreement. In addition, Xxxxxxx shall not use in any capacity, in connection with the obligations to be performed under this Agreement, any person who is a Debarred Individual, Excluded Individual or Convicted Individual. 13.5.3 Xxxxxxx and its Affiliates (a) shall comply with all Applicable Law governing bribery, money laundering and other corrupt practices and behavior (including, as applicable, the U.S. Foreign Corrupt Practices Act and UK Bribery Act) and (b) shall not, directly or indirectly, offer, give, pay, promise to pay or authorize the payment of any bribes, kickbacks, influence payments or other unlawful or improper inducements to any Person in whatever form (including gifts, travel, entertainment, contributions or anything else of value).
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Additional Covenants of Xxxxxxx. AND THE SELLING SHAREHOLDERS ---------------------------- VI.1 Conduct of Business. From the date hereof through the Closing Date ------------------- or the date, if any, on which this Agreement is earlier terminated pursuant to Section 10.1 (the "Termination Date"), except as contemplated or as may be required by this Agreement, or as set forth on Schedule 6.1, or any other Schedule made as part of this Agreement, or as consented to by VCI in writing, Xxxxxxx and the Selling Shareholders shall cause Video Tyme to diligently carry on its business and in the ordinary course only, and to cause Video Tyme to use its best efforts to preserve its present business organization intact and to keep available the services of its present officers, agents or employees (nothing herein implying an obligation of Video Tyme to maintain or retain any specific officer, agent or employee), and preserve its present relationships with customers and other Persons having business dealings with it, and will not take any action inconsistent with this Agreement or with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, Xxxxxxx and the Selling Shareholders shall not cause Video Tyme to, except as specifically contemplated by this Agreement: (a) change or amend its Articles of Incorporation or Bylaws; (b) enter into, extend, modify, terminate or renew any Material Contract, except in the ordinary course of business; (c) sell, assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of or encumber any Material assets, or any interests therein, and, without limiting the generality of the foregoing, Video Tyme shall maintain and sell or rent inventory consistent with its past practices and in accordance with any other provision in this Agreement; (d) incur any obligations or liability for long-term indebtedness, or incur any other obligation or liability of $10,000 or more except in the ordinary course of business; (i) increase in any manner the base compensation or fringe benefits of any employee or pay any benefit not required by any existing Video Tyme Employee Plan or policy; (ii) make any change in the key management structure of Video Tyme, including, without limitation, the hiring of additional officers or the termination without cause of existing officers; (iii) adopt, enter into or amend any Video Tyme Employee Plan, agreement (including, without limitation, any collective bargaining or employment agreement)...
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Additional Covenants of Xxxxxxx. In addition to the other covenants of Xxxxxxx provided herein: a. Neither Xxxxxxx nor any corporation or other entity controlled by Xxxxxxx (collectively, "Xxxxxxx"), will, directly or indirectly, acquire any Voting Securities (except by way of the Xxxxxxx Option, the Additional Xxxxxxx Option, stock dividends or other distributions or offerings made available to holders of Voting Securities generally).
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Additional Covenants of Xxxxxxx. (a) Xxxxxxx will convene and hold a special meeting of its shareholders (including any adjournment, the “Xxxxxxx Meeting”) for the purpose of: (i) approving the issuance of Xxxxxxx Shares pursuant to the Arrangement (the “Share Issuance Resolution”); (ii) approving the Name Change; and (iii) approving the Share Consolidation as soon as reasonably practicable and, in any event no later than the date of the Fission Meeting (as hereinafter defined). Except as otherwise provided in this Agreement, Xxxxxxx shall not adjourn or otherwise change the timing of the Xxxxxxx Meeting without the prior written consent of Fission, such consent not to be unreasonably withheld or delayed. In connection with the Xxxxxxx Meeting, as promptly as reasonably practicable, Xxxxxxx shall prepare a management information circular (the “Xxxxxxx Circular”) which may be a joint circular with Fission, together with any other documents required by applicable laws in connection with the approval as stated above and Xxxxxxx shall give Fission the opportunity to review and comment on the Xxxxxxx Circular and all such other documents and the Xxxxxxx Circular and all such other documents shall be reasonably satisfactory to Fission, acting reasonably, before they are filed or distributed to the shareholders of Xxxxxxx subject to any disclosure obligations imposed on Xxxxxxx by any regulatory authority or any stock exchange; (b) Xxxxxxx shall ensure that the Xxxxxxx Circular complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Xxxxxxx Circular does not contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating solely to and provided by Fission ); (c) Xxxxxxx shall promptly furnish to Fission all information concerning Xxxxxxx as may be required for the preparation of the Fission Circular and hereby covenants that no information furnished by Xxxxxxx in connection therewith or otherwise in connection with the consummation of the Transaction will contain any misrepresentation or any untrue statement of a material fact or omit to state a material fact required to be stated therein in order to make any information so furnished for use in any such document not misleading in the light of the cir...
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Additional Covenants of Xxxxxxx. A new Section 6.24 shall be added to the Agreement to read in its entirety as follows:
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Additional Covenants of Xxxxxxx. From the date of this Agreement until the earlier of the Effective Date and the termination of this Agreement in accordance with Part 9, except as expressly permitted or specifically contemplated by this Agreement or required by Applicable Laws, Xxxxxxx covenants and agrees that:
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Additional Covenants of Xxxxxxx. Other than in connection with an assignment or other transfer of this Agreement as permitted under Section 12.3 (Assignment), Xxxxxxx shall not assign, transfer, convey or otherwise encumber (including through attachment of a lien) its rights to the Xxxxxxx Technology set forth on Schedule 1.66 (Xxxxxxx Patents) and Schedule 4.1.1(i) (Disclosed Know-How) in any manner inconsistent with the license rights granted to Licensee under this Agreement without the prior written consent of Licensee, such consent not to be unreasonably withheld or delayed.
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Related to Additional Covenants of Xxxxxxx

  • Additional Covenants The Company covenants and agrees with the Agent as follows, in addition to any other covenants and agreements made elsewhere in this Agreement:

  • Additional Covenants of the Parties 5.1 Preparation of the Form S-4 and the Joint Proxy Statement/Prospectus; Stockholders Meeting. (a) As soon as practicable following the date of this Agreement, but in any event within forty (40) Business Days following the date of this Agreement (to the extent practicable), Parent and the Company shall jointly prepare and cause to be filed with the SEC the Joint Proxy Statement/Prospectus in preliminary form and Parent shall prepare (with the cooperation of the Company) and file with the SEC the Form S-4, in which the Joint Proxy Statement/Prospectus will be included as a prospectus, and each of the Company and Parent shall cooperate with each other and use reasonable best efforts to respond as promptly as practicable to any comments of the SEC with respect thereto; provided, that consistent with the foregoing, Parent and the Company shall use their good faith efforts to make the initial filing of the Form S-4 within thirty (30) Business Days following the date of this Agreement, it being understood and agreed that the failure to make such filing within such thirty (30) Business Day period shall not be deemed to be a breach of this Agreement for any purpose. Each of the Company and Parent shall cooperate with each other and use reasonable best efforts to have the Form S-4 declared effective under the Securities Act as promptly as practicable after such filing. Each of the Company and Parent shall use reasonable best efforts to cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s stockholders and the Parent’s stockholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act. Parent shall also take any action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under any applicable state securities laws in connection with the issuance of Parent Common Stock in the Merger and under the Company Plans and the Company shall furnish all information concerning the Company and the holders of the Company Common Stock and rights to acquire Company Common Stock pursuant to the Company Plans as may be reasonably requested in connection with any such action. The Parties shall notify each other promptly of the receipt of any comments from the SEC or its staff and of any request by the SEC or its staff for amendments or supplements to the Joint Proxy Statement/Prospectus or the Form S-4 or for additional information and shall supply each other with copies of all correspondence between such Party or any of its Representatives, on the one hand, and the SEC or its staff, on the other hand, with respect to the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Each Party shall give each other Party an opportunity to participate in any discussions or meetings such Party has with the SEC in connection with the Joint Proxy Statement/Prospectus, the Form S-4 or the Merger. Notwithstanding the foregoing, before filing the Form S-4 (or any amendment or supplement thereto) or mailing the Joint Proxy Statement/Prospectus (or any amendment or supplement thereto) or responding to any comments of the SEC with respect thereto, each of Parent and the Company (i) shall provide the other a reasonable opportunity to review and comment on such document or response (including the proposed final version of such document or response), (ii) shall include in such document or response all comments reasonably proposed by the other and (iii) shall not file or mail such document or respond to the SEC prior to receiving the approval of the other (such approval not to be unreasonably withheld, conditioned or delayed). Each of Parent and the Company shall advise the other, promptly after receipt of notice thereof, of the time of effectiveness of the Form S-4, the issuance of any stop order relating thereto or the suspension of the qualification of the Parent Common Stock included in the Merger Consideration for offering or sale in any jurisdiction, and each of Parent and the Company shall use all reasonable efforts to have any such stop order or suspension lifted, reversed or otherwise terminated. Each of Parent and the Company shall also take any other action (other than qualifying to do business in any jurisdiction in which it is not now so qualified) required to be taken under the Securities Act, the Exchange Act, any applicable foreign or state securities or “blue sky” laws and the rules and regulations thereunder in connection with the Merger and the share issuance. (b) If before the First Effective Time, any event occurs with respect to the Company, or any change occurs with respect to other information supplied by the Company for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, the Company shall promptly notify Parent of such event, and the Company and Parent shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and Form S-4 and, as required by law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (c) If before the First Effective Time, any event occurs with respect to Parent or any Subsidiary of Parent, or change occurs with respect to other information supplied by Parent for inclusion in the Joint Proxy Statement/Prospectus or the Form S-4, which is required to be described in an amendment of, or a supplement to, the Joint Proxy Statement/Prospectus or the Form S-4, Parent shall promptly notify the Company of such event, and Parent and the Company shall cooperate in the prompt filing with the SEC of any necessary amendment or supplement to the Joint Proxy Statement/Prospectus and the Form S-4 and, as required by Law, in disseminating the information contained in such amendment or supplement to the Company’s stockholders. (d) The Company shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Company Stockholders Meeting”) for the purpose of, among other things, seeking the Company Stockholder Approval. The Company shall use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be mailed to the Company’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Company Common Stock proxies in favor of the adoption of this Agreement and approval of the Merger; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Company Common Stock required by applicable Law to obtain such approval. (e) Parent shall, as soon as practicable following effectiveness of the Form S-4, duly call, give notice of, convene and hold a meeting of its shareholders (including any adjournment, postponement or other delay thereof, the “Parent Stockholders Meeting”) for the purpose of, among other things, seeking from the holders of Parent Capital Stock proxies in favor of the approval of the issuance of the Parent Common Stock pursuant to the terms of the Merger. Parent shall use reasonable best efforts to: (x) cause the Joint Proxy Statement/Prospectus to be mailed to Parent’s shareholders as promptly as practicable after the Form S-4 is declared effective under the Securities Act; (y) solicit from the holders of Parent Capital Stock proxies in favor of the issuance of the Parent Common Stock pursuant to the terms of the Merger; and (z) take all other actions necessary or advisable to secure the vote or consent of the holders of Parent Capital Stock required by applicable Law to obtain such approval. (f) Notwithstanding anything to the contrary in this Agreement, the Company will be permitted to postpone or adjourn the Company Stockholders Meeting if (i) there are holders of insufficient shares of the Company Common Stock present or represented by proxy at the Company Stockholders Meeting to constitute a quorum at the Company Stockholders Meeting; (ii) the Company is required to postpone or adjourn the Company Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Company Stockholders Meeting (including, if the Company Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of the Company sufficient time to evaluate any information or disclosure that the Company has sent to the stockholders of the Company or otherwise made available to the stockholders of the Company by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement. (g) Notwithstanding anything to the contrary in this Agreement, Parent will be permitted to postpone or adjourn the Parent Stockholders Meeting if (i) there are holders of insufficient shares of the Parent Common Stock present or represented by proxy at the Parent Stockholders Meeting to constitute a quorum at the Parent Stockholders Meeting; (ii) Parent is required to postpone or adjourn the Parent Stockholders Meeting by applicable Law, order or a request from the SEC; or (iii) the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law to postpone or adjourn the Parent Stockholders Meeting (including, if the Parent Board (or a committee thereof) has determined in good faith (after consultation with outside legal counsel) that it is required by applicable Law) in order to give the stockholders of Parent sufficient time to evaluate any information or disclosure that Parent has sent to the stockholders of Parent or otherwise made available to the stockholders of Parent by issuing a press release, filing materials with the SEC or otherwise, in each case in accordance with the terms of this Agreement.

  • Additional Covenants of the Company The Company further covenants and agrees with each Underwriter as follows:

  • Additional Covenant In Section 4 add a new paragraph as follows:

  • Additional Covenants of Tenant If, as result of any application or use by Landlord of all or any part of the Letter of Credit, the amount of the Letter of Credit shall be less than the Letter of Credit Amount, Tenant shall, within five (5) business days thereafter, provide Landlord with additional letter(s) of credit in an amount equal to the deficiency (or a replacement letter of credit in the total Letter of Credit Amount), and any such additional (or replacement) letter of credit shall comply with all of the provisions of this ARTICLE 27, and if Tenant fails to comply with the foregoing, notwithstanding anything to the contrary contained in this Lease, the same shall constitute an Event of Default by Tenant. Tenant further covenants and warrants that it will neither assign nor encumber the Letter of Credit or any part thereof and that neither Landlord nor its successors or assigns will be bound by any such assignment, encumbrance, attempted assignment or attempted encumbrance.

  • Certain Additional Covenants (a) Aradigm shall pay all royalties or other sums that Aradigm may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between Aradigm and any THIRD PARTY that are in any way related to Aradigm's ability to grant the rights Aradigm has granted to SB under this Agreement or to Aradigm's ability to perform its obligations to SB under this Agreement. In the event that Aradigm receives notice from any such THIRD PARTY that Aradigm has committed a breach of its obligations under any such agreement, or if Aradigm anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish Aradigm's rights to PATENTS and/or INFORMATION in the FIELD licensed to Aradigm, which PATENTS and/or INFORMATION are sublicensed to SB hereunder, or otherwise to diminish materially Aradigm's ability to perform its obligations to SB under this Agreement, Aradigm shall immediately notify SB of such situation, and Aradigm shall promptly cure such breach. However, if Aradigm is unable to cure such breach, Aradigm shall, to the extent possible, permit SB to cure such breach on Aradigm's behalf. (b) SB shall pay all royalties or other sums that SB may owe to any THIRD PARTY by virtue of its activities under this Agreement, and shall perform and observe all of the other material obligations under all present and future agreements between SB and any THIRD PARTY that are in any way related to SB's ability to perform its obligations to Aradigm under this Agreement. In the event that SB receives notice from any such THIRD PARTY that SB has committed a breach of its obligations under any such agreement, or if SB anticipates such breach, which breach may give rise to a right by such THIRD PARTY to terminate or materially diminish SB's rights under such agreement or otherwise to diminish materially SB's ability to perform its obligations to SB under this Agreement, SB shall immediately notify Aradigm of such situation, and SB shall promptly cure such breach. However, if SB is unable to cure such breach, SB shall, to the extent possible, permit Aradigm to cure such breach on SB's behalf. (c) Aradigm agrees that Aradigm and its AFFILIATES shall not knowingly conduct any development work, either themselves or in conjunction with any other licensees or partners, on the AERx DEVICE or DRUG PRODUCTS for use outside the FIELD; provided that the foregoing shall not be interpreted to prevent Aradigm or its AFFILIATES or other licensees from developing other Aradigm pulmonary drug delivery products, including products based on the AERx design or technology, for use outside the FIELD and shall not limit Aradigm's rights under Section 2.9.

  • Tenants Additional Covenants Tenant shall (a) join the Advisory Association and cooperate in the activities of such association; (b) at its election, engage in reasonable cross-marketing endeavors with the members of the Advisory Association; and (c) at its election, provide signage on the Property which references that the Property is owned by Landlord, which signage may include an appropriate logo selected by Landlord. In addition, it is the intent of the parties that Tenant be a single-purpose entity with no business operations except for those related solely to the operation of the Property for its Primary Intended Use and other property of Landlord which may be leased to Tenant. Tenant shall, therefore, not engage in or undertake any activities other than those respecting the operation of the Property for its Primary Intended Use, including leasing, managing, and operating golf courses in accordance with this Lease.

  • General Covenants The Corporation covenants with the Warrant Agent that, so long as any Warrants remain outstanding: (a) it will reserve and keep available a sufficient number of Common Shares for the purpose of enabling it to satisfy its obligations to issue Common Shares upon the exercise of the Warrants; (b) it will cause the Common Shares from time to time acquired pursuant to the exercise of the Warrants to be duly issued and delivered in accordance with the Warrants and the terms hereof; (c) all Common Shares which shall be issued upon exercise of the right to acquire provided for herein shall be fully paid and non-assessable; (d) it will use reasonable commercial efforts to maintain its existence and carry on its business in the ordinary course; (e) it will use reasonable commercial efforts to ensure that all Common Shares outstanding or issuable from time to time (including without limitation the Common Shares issuable on the exercise of the Warrants) continue to be or are listed and posted for trading on the NEO or CSE (or such other stock exchange acceptable to the Corporation), provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the NEO or CSE, so long as the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the NEO, CSE or other stock exchange on which the Common Shares are trading; (f) it will make all requisite filings under applicable Canadian securities legislation including those necessary to remain a reporting issuer not in default in each of the provinces and other Canadian jurisdictions where it is or becomes a reporting issuer for a period of 24 months after the Effective Date, provided that this clause shall not be construed as limiting or restricting the Corporation from completing a consolidation, amalgamation, arrangement, takeover bid or merger that would result in the Common Shares ceasing to be listed and posted for trading on the NEO or CSE (or such other Canadian stock exchange acceptable to the Corporation), so long as the holders of Common Shares receive securities of an entity that is listed on a stock exchange in Canada or the United States, or cash, or the holders of the Common Shares have approved the transaction in accordance with the requirements of applicable corporate and securities laws and the policies of the NEO, CSE or other Canadian stock exchange on which the Common Shares are trading; (g) the Corporation will promptly notify the Warrant Agent and the Warrantholders in writing of any default under the terms of this Warrant Indenture which remains unrectified for more than ten days following its occurrence; (h) the Corporation will generally perform and carry out all of the acts or things to be done by it as provided in this Warrant Indenture.

  • ADDITIONAL COVENANTS OF THE STOCKHOLDERS Each Stockholder hereby covenants and agrees that until the termination of this Agreement:

  • Special Covenants If any Company shall fail or omit to perform and observe Section 5.7, 5.8, 5.9, 5.11, 5.12, 5.13 or 5.15 hereof.

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