Covenant of Company. The Company will not make any representation or do any act to the effect that it has any right, title or interest in or to the ownership or use of any of the Licensor Trademarks except under the terms of this Agreement.
Covenant of Company. The Company hereby covenants and agrees that at all times during the term of this Warrant there shall be reserved for issuance such number of shares of its Common Stock as shall be required to be issued upon exercise of this Warrant.
Covenant of Company. The Company hereby covenants and agrees to and with the Optionee that it will reserve in its treasury sufficient Shares to permit the issuance and allotment of the Optioned Shares to the Optionee in the event the Option or any part thereof is exercised.
Covenant of Company. (i) Company agrees that for the Restricted Period, Company shall not anywhere in North America participate or engage, directly or indirectly, for itself or on behalf of or in conjunction with any Person, whether as an employee, agent, officer, consultant, director, shareholder, partner, joint venturer, investor or otherwise, in the Parent Business; provided, however, that the foregoing shall not prohibit the ownership by Company of the Shares or other equity securities of a public company in an amount not to exceed 2% of the issued and outstanding shares of such company. For purposes of this Section 4.10(b), the "Parent Business" means professional services, consulting, installation, training and education in the following areas of the healthcare industry: financial and clinical decision support; coding and grouping; abstracting; compliance; accounts receivable and cash management; managed care payment review; capitation audits, charge data master review; nurse staffing/acuity/resource management; electronic data interchange (EDI); business office interim department management and outsourcing.
(ii) Company acknowledges that the agreements and covenants contained in this Section 4.10(b) are essential to protect the value of the assets of Parent from and after the Closing. Company agrees that a monetary remedy for a breach of the agreements set forth in this Section 4.10(b) will be inadequate and impracticable and further agree that such a breach would cause Parent irreparable harm, and that Parent shall be entitled to temporary and permanent injunctive relief without the necessity of proving actual damages. In the event of such a breach, Company agrees that Parent shall be entitled to such injunctive relief, including temporary restraining orders, preliminary injunctions and permanent injunctions as a court of competent jurisdiction shall determine.
(iii) If any provision of this Section 4.10(b) is invalid in part, it shall be curtailed, as to time, location or scope, to the minimum extent required for its validity under the laws of the United States and shall be binding and enforceable with respect to Company as so curtailed.
(iv) Company acknowledges that the Parent Business is or may be conducted throughout the United States and that its clients are or may be located throughout the United States and that a business competitive with Parent may be carried on anywhere within these areas as a result of the unique use of Internet, telephonic, technologic and ...
Covenant of Company. During the term of this option, the Company shall keep available at all times the number of shares of stock required to satisfy the exercise of such option.
Covenant of Company. The Company and the Guarantor shall not file with the Commission any amendment or supplement (other than documents required to be filed under the Securities and Exchange Act of 1934, as amended (the “Exchange Act”)) to the Prospectus that relates to a Distribution as to which the QIU will act as “qualified independent underwriter” without furnishing the QIU copies of each such proposed filing. The QIU shall also be entitled to receive all diligence information and materials as provided in the GSAA.
Covenant of Company. The Company hereby covenants and agrees that, subject to the provisions of Section 14.2 hereof, the Company shall, from and after the date hereof, maintain directors' and officers insurance ("D&O Insurance") in full force and effect so long as Indemnitee continues to serve as a director of the Company and thereafter so long as Indemnitee shall be subject to any possible Proceeding.
Covenant of Company. The Company hereby covenants and agrees to use its best efforts to deliver to the Co-Administrative Agents, on or before September 1, 2002, an updated credit rating from S&P (either publicly or in the form of letters to the Co-Administrative Agents) for its Public Senior Debt and/or its Subordinated Debt (whether or not any such Public Senior Debt or Subordinated Debt is then outstanding).
Covenant of Company. The Company hereby covenants and agrees to and with the Optionee that it will reserve in its treasury sufficient Shares to permit the issuance and allotment of the Optioned Shares to the Optionee in the event the Option or any part thereof is exercised. _ Representation - The Optionee represents that he has not been induced to purchase the Option by expectation of employment or continued employment. _
Covenant of Company. The Company covenants and agrees that it will not issue any Convertible Note to any person or entity unless and until the Holder thereof shall have executed and delivered a Joinder to this Agreement. The Company further covenants and agrees to provide the Senior Lender with a copy of each Joinder executed in connection with this Agreement substantially concurrent with the execution thereof, and in any event within one (1) business day of the execution thereof.
