Certain Covenants of Parent. Parent hereby covenants and agrees as follows, in each case except as otherwise approved in writing by the Company:
Certain Covenants of Parent. Except as otherwise permitted in this Agreement, prior to the Effective Time Parent will not, without the prior written consent of the Company, adopt a plan of complete or partial liquidation or dissolution, or authorize, recommend, propose or announce an intention to do so or enter into any contract, agreement, commitment or arrangement to do so.
Certain Covenants of Parent. (a) Parent covenants and agrees that, prior to the Effective Time, unless the Company shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement, Parent shall not amend its Certificate of Incorporation or By-Laws in a manner that could reasonably be expected to be materially adverse to the Shareholders. Parent shall use good faith efforts, dedicating all resources required, to complete the Merger so that the Effective Time shall occur no later than April 1, 1999.
Certain Covenants of Parent. Parent agrees to use its reasonable best efforts to make and consummate the Merger pursuant to the terms, and subject to the conditions, contained in the Merger Agreement.
Certain Covenants of Parent. Until the earlier of (x) the Milestone Measuring End Date, or (y) the attainment of the EU Milestone, Parent (i) shall use its commercially reasonable efforts to support Company’s fulfillment of its obligations under the Mundipharma Collaboration Agreement that relate to the achievement of the of the EU Milestone to the extent failure to fulfill such obligations would reasonably be expected to delay or adversely affect the achievement of the EU Milestone in any material respect, and (ii) shall not agree, itself or through Company, to any amendment to the Mundipharma Collaboration Agreement that would reasonably be expected to delay or adversely affect the achievement of the EU Milestone in any material respect.
Certain Covenants of Parent. 38 5.1 Access and Investigation. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38 5.2 Operation of Parent's Business. . . . . . . . . . . . . . . . . . . . . . . . . . 38 5.3 Notification; Updates to Parent Disclosure Schedule. . . . . . . . . . . . . . . . 40 TABLE OF CONTENTS
Certain Covenants of Parent. 4.1 RESTRICTION ON TRANSFER OF NON-TENDERED SHARES, PROXIES AND NONINTERFERENCE. Parent hereby agrees that it will not, directly or indirectly: (A) except as otherwise contemplated by this Agreement or the Amalgamation Agreement, offer for sale, sell, transfer, tender, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, sale, transfer, tender, pledge, encumbrance, assignment or other disposition of, any or all of the Non-Tendered Shares or any other Shares it may at anytime own (collectively, "Parent Shares"); (B) except pursuant to the terms of this Agreement, grant any proxies or powers of attorney, deposit any Parent Shares into a voting trust or enter into a voting agreement with respect to any Parent Shares; or (C) take any action that would reasonably be expected to make any representation or warranty contained herein untrue or incorrect or have the effect of impairing the ability of Parent to perform its obligations under this Agreement or preventing or delaying the consummation of any of the transactions contemplated hereby.
Certain Covenants of Parent. From the date hereof until the Effective Time, except (w) as expressly required or contemplated by this Agreement any Parent Material Contracts in effect as of the date hereof, (x) as set forth above or as listed on Section 5.1(b) of Parent Disclosure Letter or (y) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned):
Certain Covenants of Parent. Except as disclosed in Schedule 6.16, from August 24, 2006 until the earlier of the Closing Date or the termination of this Agreement, Parent covenants and agrees that it has not done, and will not do or agree or commit to do, nor will it permit any subsidiary of Parent to do or agree or commit to do, any of the following without the prior written consent (except as specifically provided otherwise in this Agreement) of Urigen (which consent shall not be unreasonably withheld, conditioned or delayed):
Certain Covenants of Parent. From the Closing Date until the payment of all amounts due to the Participating Stockholders pursuant to Section 1.9(f), Parent shall not, directly or indirectly, by amendment, merger, consolidation or otherwise, enter into, incur or permit to exist any agreement that prohibits, restricts, delays or imposes any condition upon the ability of Parent to make any of the payments required by Parent pursuant to any of Sections 1.9(d), 1.9(e), 1.9(f) and 1.9(g), or permit any subsidiary of Parent to incur or permit to exist any agreement that prohibits, restricts or imposes, or which would have an adverse effect on the ability of Parent to make any of the payments required by Parent pursuant to any of Sections 1.9(d), 1.9(e), 1.9(f) and 1.9(g). For the avoidance of doubt, the parties hereto agree that Indebtedness, restrictions and any other limitations incurred by Parent or any of its subsidiaries in connection with the Senior Credit Facility (as in effect as of the Closing) shall not violate this Section 5.5.
