Covenant of Parent. At all times from the Closing Date until the Final Payout Date, Parent hereby covenants that it will not sell, assign, convey, transfer or otherwise dispose of any of its assets to the Borrower except for sales, assignments, conveyances, transfer or other dispositions of (a) Receivables, Related Security and Collections with respect to Receivables, (b) other Sold Assets and (c) financial assets, securities, bonds, cash, cash equivalents, deposits and other similar financial instruments.
Covenant of Parent. Parent shall not, without the prior ------------------ written consent of the Stockholders, enter into any amendment or modification of the Merger Agreement which would adversely affect the rights or interests of the Stockholders.
Covenant of Parent. In the event that (i) the Parent exercises the Stock Options and (ii) after such exercise and during the term of this Agreement, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock in lieu of a meeting, the Parent will vote the shares of the Company Common Stock acquired by exercise of the Stock Options for or against any Superior Proposal or any action, proposal, transaction or other matter related to or arising in connection with such Superior Proposal submitted to a vote of the stockholders of the Company pro rata in proportion to the affirmative and negative votes cast by the other stockholders of the Company voting in connection therewith (excluding abstentions and broker non-votes).
Covenant of Parent. Parent will cause Purchaser to perform its obligations under this Agreement.
Covenant of Parent. Parent covenants that it will not use the name American Dental Technologies after the Closing Date.
Covenant of Parent. So long as any Advance or any other Obligation (other than contingent obligations) of any Loan Party under any Loan Document shall remain unpaid or any Lender shall have any Term C Commitment hereunder the Parent will not, at any time engage in any business or activity other than (i) the ownership of all outstanding Equity Interests in the Borrower, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies consisting solely of the Loan Parties, (iv) the performance of obligations under the Loan Documents to which it is a party, including such activities as are necessary to comply with applicable Laws including without limitation in accordance with Section 5.01(a), or to comply with Section 5.01(j) and 5.01(u), (v) issuing and repurchasing Equity Interests of itself, including, without limitation, in connection with the consummation of the EBG Merger Transactions, (vi) making cash dividends or payments to US Power GenCo, or making payments on behalf or for the benefit of US PowerGenCo, with the proceeds of any amounts received from the Borrower pursuant to Section 5.02(g), (vii) the Astoria EBG Permitted Transactions and (viii) activities incidental to the businesses or activities described in clauses (i)-(vii) or otherwise necessary in order to consummate the EBG Merger Transactions, including, without limitation, the amendment of its constitutive documents to the extent reasonably necessary to effect the EBG Merger.
Covenant of Parent. From and after the effective time of the Merger and for so long as is required to permit Stockholder to sell the Parent Shares pursuant to Rule 145 under the 1933 Act, Parent will use commercially reasonable efforts to file on a timely basis all reports required to be filed by it pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, other than Form 8-K reports.
Covenant of Parent. From and after the date of this letter agreement, Parent shall refrain from taking any action that would or would reasonably be expected to have the effect of nullifying any aspect of the Parent Charter Approvals and Waivers.
Covenant of Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent agrees (except as expressly contemplated by this Agreement or with Company’s prior written consent) that Parent will promptly apply for or otherwise seek, and use its commercially reasonable efforts to obtain, all consents and approvals, and make all filings, required for the consummation of the Merger.
Covenant of Parent. During the Lock-Up Period, Parent shall not take any action which would result in the Subject Shares representing more than 9.9% of the outstanding shares of Common Stock.
