Certain Covenants of Buyer. Subject in all events to the provisions of Section 5.06,
(a) Buyer will not communicate directly with Daiichi concerning the License Agreements, including the payment of royalties from Net Sales and commercialization of the Product in the Territory.
(b) Buyer will not seek to enforce any of its rights under this Agreement directly against Daiichi.
Certain Covenants of Buyer. (a) Buyer hereby agrees that, at the Special Meeting or any meeting of the stockholders of HAQ, however called, or any adjournment thereof, or in connection with any solicitation of votes of the stockholders of HAQ by written consent, Buyer shall be present (in person or by proxy) and vote (or cause to be voted), or execute a written consent in respect of, all of the Opposing HAQ Shares owned by it as of the date of such meeting which are entitled to vote at such meeting or solicitation in favor of the approval or re-approval of the Merger and the Merger Agreement and all other proposals where approval of such proposal is a condition to the Merger Agreement, and against any action or agreement that would prevent or materially delay the consummation of the Merger or any other transactions contemplated by this Agreement or the Merger Agreement, or that would be contrary to or inconsistent with, or result in a breach by the Seller of, or frustrate the essential purposes of this Agreement or the Merger Agreement. In the event that Buyer is not the owner of record as of the June 15, 2007, Buyer shall obtain due authorization from any person or entity from whom it has acquired Common Shares after June 15, 2007 (the "Record Date Seller") the right to vote such Common Shares, or , in the alternative, obtain a proxy card or other evidence from the Record Date Seller that the shares owned by the Record Date Seller have been voted in favor of the Merger and the Merger Agreement and all other proposal submitted by HAQ for vote of its stockholders as described in the definitive Proxy Statement dated as of July 13, 2007.
(b) Commencing upon the date hereof and ending on the date that the options may be exercised, Buyer shall not sell, transfer, pledge, assign or otherwise dispose of the HAQ shares of common stock underlying the options or the Options while the options are subject to the escrow agreement and while the options remain exercisable; provided, however, Buyer shall be entitled to transfer any Options to an affiliated entity.
Certain Covenants of Buyer. Buyer hereby covenants that (unless Seller otherwise gives its written approval in its sole discretion) Buyer shall at its sole cost and expense take the actions set forth below:
(a) During the Earnout Period, Buyer will prepare annual budgets for its operation of the Assets and the business of Seller acquired pursuant to this Agreement, and will promptly deliver to Seller a draft of each such budget promptly as it becomes available for Seller’s review and comments; upon Seller’s request, Buyer and Seller will engage in good faith discussions regarding any proposed changes that Seller desires be made to such budget; and Buyer will in good faith consider such proposed changes. Buyer will submit the final budget to Seller for approval. If Seller does not approve the annual budget, Buyer may submit any number of budgets until Seller approves such annual budget. Until agreement on a final annual budget is obtain, the Assets and the business of Seller acquired by Buyer pursuant to this Agreement shall be operated under the prior year’s annual budget. Buyer and Seller agree that the annual budget for the first year of operation of such business after the Closing Date shall be One Million Five Hundred Thousand Dollars ($1,500,000).
(b) Prior to the Closing and during the Earnout Period, Buyer shall promptly advise Seller in writing of the commencement or threat against Buyer or Allion of any suit, litigation or legal proceeding that relates to or might affect Buyer’s ability to make the Earnout Payments or Buy-Out Payment.
(c) During the Earnout Period, Buyer shall use its reasonable efforts under the then-current circumstances to promote, market, sell and take all others steps reasonably necessary to ensure that the LabTracker and Oris System is purchased and used by as many customers as possible in the United States;
(d) During the Earnout Period, Buyer shall utilize the outbound license agreement for the Oris System in the form attached hereto as Exhibit 6.9 and shall not alter or amend such form license agreement or the charges due thereunder without the written consent of Seller;
(e) Buyer shall pay all amounts due to Maximum ASP (for computer server services for use of the Oris System) and Interfax (for faxing services for use of the Oris System) on and after the Closing Date, whether billed to Seller or Buyer, which such obligation of Buyer shall be considered an “Assumed Liability” hereunder; provided, however that after the Closing, Buyer may cancel any ...
Certain Covenants of Buyer. Buyer covenants and agrees that: (a)
Certain Covenants of Buyer. Prior to the Closing, Buyer will not, directly or indirectly, without the prior written consent of Seller, take or cause to be taken any action that would reasonably be expected to materially delay, impair or prevent the consummation of the transactions contemplated by this Agreement, or propose, announce an intention or enter into any agreement to take any such action.
Certain Covenants of Buyer. 24 9.2.1 Conditions........................................................................ 24 9.2.2 Notice............................................................................ 24 9.2.3 Confidentiality................................................................... 24 9.2.4
Certain Covenants of Buyer. Buyer will, and will cause its affiliates, including, without limitation, Wasatch, to use its reasonable best efforts to promptly cause the establishment of the Shell Funds, the Amendment to be filed with and declared effective by the SEC in an expeditious manner, to cause the Board of Trustees of the Wasatch Funds to approve the Reorganization Agreement and the transactions contemplated thereby with the fee schedules agreed to by Buyer and Seller, and to cause the transactions contemplated by this Agreement to be completed. In connection therewith, Buyer will, and will cause Wasatch to provide Seller with a draft of any written presentation to be provided to the Wasatch Board in connection with this Agreement and the Reorganization (“Board materials”) and allow Seller to provide comments on the same. Buyer will, and will cause Wasatch to provide Seller with final Board materials.
Certain Covenants of Buyer. AIG and SMIP, the Companies and Sellers
Certain Covenants of Buyer. 29 8.01 Confidentiality................................................................................29 Section 9. Certain Additional Agreements and Covenants of Buyer and Seller................................29 9.01
Certain Covenants of Buyer. Buyer hereby agrees that, at any meeting of the stockholders of Oakmont, however called, or any adjournment thereof, or in connection with any solicitation of votes of the stockholders of Oakmont by written consent, Buyer shall be present (in person or by proxy) and vote (or cause to be voted), or execute a written consent in respect of, all of its Public Shares (which are entitled to vote at such meeting or solicitation) in favor of the approval or re-approval of the Merger and the Merger Agreement and all other proposals where approval of such proposal is a condition to the merger agreement, and against any action or agreement that would prevent or materially delay the consummation of the Merger or any other transactions contemplated by this Agreement or the Merger Agreement, or that would be contrary to or inconsistent with, or result in a breach by the Sellers of, or frustrate the essential purposes of this Agreement or the Merger Agreement.
