Certain Obligations of Parent Sample Clauses

Certain Obligations of Parent. Certain obligations of Parent set forth in this Agreement, including those obligations designed to survive the consummation of the Share Exchange, may require additional corporate actions specified in the GSCL be taken by or with respect to Parent. As required by Law, certain of such obligations of Parent shall be incorporated in agreements in connection with the contribution-in-kind to Parent, which agreements shall be entered into by Parent, the Company and the Contribution Agent in the context of the Share Exchange pursuant to Section 202 et seq. of the GSCL.
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Certain Obligations of Parent. Parent agrees that it will not, and will not permit any of its Subsidiaries to, enter into any business combination or similar transaction that could reasonably be expected to prevent or materially delay the Merger or any of the other transactions contemplated by this Agreement. ARTICLE 8 Covenants of Parent and the Company The parties hereto agree that:
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Certain Obligations of Parent. (a) On or prior to the Closing, in the event that the Purchaser delivers a written notice to Parent no less than fifteen (15) Business Days prior to the Closing Date requesting the resignation of the current registered managers, directors or officers (or, if any, statutory auditors) of the Company (“Managers”), Parent shall (i) use reasonable best efforts to cause the Managers to resign from their positions at the Company, effective as of the Closing Date, by executing the resignation letter in a form reasonably acceptable to Parent and Purchaser (“Resignation Letter”), or (ii) if it becomes reasonably apparent to Parent that the Parties cannot agree on the form of Resignation Letter or the Managers will not execute the Resignation Letters, Parent shall promptly notify Purchaser and, at Purchaser’s request, cause the execution of a written resolution of the sole unitholder (or the applicable equivalent instrument, as the case may be) of the Company removing the Managers from their positions in the Company, effective as of the Closing Date.
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Certain Obligations of Parent. (a) During the period from the Closing Date until the achievement of the FDA Milestone, Parent shall use commercially reasonable efforts to achieve the FDA Milestone as soon as reasonably practicable including taking those commercially reasonable actions required or otherwise requested by the FDA, or any successor entity, to achieve the FDA Milestone. However, the parties acknowledge that despite Parent’s use of commercially reasonable efforts in accordance with this Section 6.10, circumstances may exist that delay or prevent the achievement of the FDA Milestone. Accordingly, nothing herein shall be deemed to be an agreement on the part of Parent to achieve the FDA Milestone within any period of time, or at all. Without limiting the foregoing, Parent shall be required to answer reasonable inquiries of the Stockholder Representative Committee with respect to the prosecution of any application with the FDA, or any successor entity, intended to achieve the FDA Milestone and (i) promptly provide to the members of the Stockholder Representative Committee copies of any material written correspondence received from the FDA with respect thereto, and (ii) no later than ten (10) business days prior to the filing thereof provide to the members of the Stockholder Representative Committee any proposed application or written correspondence to the FDA with respect thereto, including copies of any and all underlying data to accompany any such application or correspondence. Parent shall consider in good faith any comments of the members of the Stockholder Representative Committee on any such proposed application or written correspondence which are delivered to Parent a reasonable time prior to the proposed filing thereof. Parent shall also notify the members of the Stockholder Representative Committee of any meetings with the FDA with respect to such application.
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Related to Certain Obligations of Parent

  • Certain Obligations of the Company The Company agrees that it will ---------------------------------- not increase the par value of the shares of Warrant Stock issuable upon exercise of this Warrant above the prevailing and currently applicable Exercise Price hereunder, and that before taking any action that would cause an adjustment reducing the prevailing and current applicable Exercise Price hereunder below the then par value of the Warrant Stock at the time issuable upon exercise of this Warrant, the Company will take such corporate action, as in the opinion of its counsel, may be necessary in order that the Company may validly issue fully paid, nonassessable shares of such Warrant Stock upon the exercise of this Warrant. The Company will maintain an office or agency (which shall initially be the Company's principal office in Redwood City, California) where presentations and demands to or upon the Company in respect of this Warrant may be made and will give notice in writing to the registered holders of the then outstanding Warrants, at their addresses as shown on the books of the Company, of each change of location thereof.

  • Obligations of Parent Whenever required under this Article 2 to effect the registration of any Registrable Securities, Parent shall, as expeditiously as reasonably possible:

  • Certain Obligations Whenever this Agreement requires any of the Subsidiaries of any Party to take any action, this Agreement will be deemed to include an undertaking on the part of such Party to cause such Subsidiary to take such action.

  • Conditions to Obligations of Parent The obligation of Parent to effect the Merger is further subject to satisfaction or waiver of the following conditions:

  • CERTAIN OBLIGATIONS OF HOLDERS AND BENEFICIAL OWNERS OF ADSs

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Obligations of Parties 4.1. The Operator undertakes the following obligations:

  • Conditions of Parties Obligations 7.1 Conditions of Investor's Obligations at the Closing. The --------------------------------------------------- obligation of Investor to purchase and pay for the Investor Stock is subject to the fulfillment prior to or on the Closing Date of the following conditions, any of which may be waived in whole or in part by Investor:

  • Conditions to Obligations of Company The obligation of Company to effect the Merger is also subject to the satisfaction or waiver by Company at or prior to the Effective Time of the following conditions:

  • Obligations of Company Whenever the Company is required by the provisions of this Agreement to use commercially efforts to effect the registration of the Registrable Securities, the Company shall: (i) prepare and, as soon as possible, file with the SEC a registration statement with respect to the Registrable Securities, and use commercially efforts to cause such registration statement to become effective and to remain effective until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration; (ii) furnish to counsel for the Holders prior to filing copies of all registration statements proposed to be filed pursuant to the requirements of this Agreement; (iii) notify Holders of the effectiveness of any registration statement required to be filed pursuant to this Agreement; (iv) prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to make and to keep such registration statement effective and to comply with the provisions of the Securities Act with respect to the sale or other disposition of all securities proposed to be registered in such registration statement until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of such registration statement; (v) furnish to any Holder such number of copies of any prospectus (including any preliminary prospectus and any amended or supplemented prospectus), in conformity with the requirements of the Securities Act, as such Holder may reasonably request in order to effect the offering and sale of the Registrable Securities to be offered and sold, but only while the Company shall be required under the provisions hereof to cause the registration statement to remain current; (vi) use commercially reasonable efforts to register or qualify the Registrable Securities covered by such registration statement under the securities or blue sky laws of such states as Holder shall reasonably request, maintain any such registration or qualification current until the earlier of the sale of the Registrable Securities so registered or 180 days subsequent to the effective date of the registration statement, and take any and all other actions either necessary or reasonably advisable to enable Holders to consummate the public sale or other disposition of the Registrable Securities in jurisdictions where such Holders desire to effect such sales or other disposition; (vii) take all such other actions either necessary or reasonably desirable to permit the Registrable Securities held by a Holder to be registered and disposed of in accordance with the method of disposition described herein; (viii) notify each seller of Registrable Securities, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of the happening of any event as a result of which the prospectus included in such registration statement contains an untrue statement of a material fact or omits any fact necessary to make the statements therein not misleading, and, subject to Sections 3.1 and 4.2 above, at the request of any such seller, the Company shall prepare a supplement or amendment to such prospectus so that, as thereafter delivered to the purchasers of such Registrable Securities, such prospectus shall not contain an untrue statement of a material fact or omit to state any fact necessary to make the statements therein not misleading; (ix) cause all such Registrable Securities to be listed on each securities exchange on which similar securities issued by the Company are then listed; (x) enter into such customary agreements (including underwriting agreements in customary form) and take all such other actions as the holders of a majority of the Registrable Securities being sold or the underwriters, if any, reasonably request in order to expedite or facilitate the disposition of such Registrable Securities; (xi) make available for inspection by any seller of Registrable Securities, any underwriter participating in any disposition pursuant to such registration statement and any attorney, accountant or other agent retained by any such seller or underwriter, all financial and other records, pertinent corporate documents and properties of the Company, and cause the Company's officers, directors, employees and independent accountant to supply all information reasonably requested by any such seller, underwriter, attorney, accountant or agent in connection with such registration statement; and, (xii) in the event of the issuance of any stop order suspending the effectiveness of a registration statement, or of any order suspending or preventing the use of any related prospectus or suspending the qualification of any common stock included in such registration statement for sale in any jurisdiction, the Company shall use its best efforts promptly to obtain the withdrawal of such order. Notwithstanding the foregoing, the Company shall not be required to register or to qualify an offering of the Registrable Securities under the laws of a state if as a condition to so doing the Company is required to qualify to do business or to file a general consent to service of process in any such state or jurisdiction, unless the Company is already subject to service in such jurisdiction.

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