Covenants by Company. The Company covenants that it will at all times reserve and keep available out of its authorized Common Stock, solely for the purpose of issuance upon exercise of this Warrant as herein provided, such number of shares of Common Stock as shall then be issuable upon the exercise of this Warrant. The Company covenants that all shares of Common Stock which shall be so issuable shall be duly and validly issued and fully-paid and non-assessable.
Covenants by Company a. Company shall through and following the date of this Agreement, cause its executive officers to refrain from disparaging, criticizing or denigrating Employee.
b. Refrain from engaging in or assisting in any litigation against Employee relating to anything referring to or occurring prior to the date of this Agreement unless court ordered to do so.
Covenants by Company. Company covenants that:
(a) no Person who is known by Company (i) to have been debarred under Subsection (a) or (b) of Section 306 of the FDC Act, or (ii) to be on any of the FDA clinical investigator enforcement lists will be employed by or on behalf of Company or its Affiliates or otherwise participate in the performance of any activities hereunder;
(b) Company will, prior to its initiation of any clinical trials in any country in the Territory, maintain an insurance policy that is customary for similarly situated companies in such country to address claims that could reasonably arise from the research, Development, Manufacture, and Commercialization of the Antibodies or Products (and in any event, with combined limits of not less than [***]. At Novartis’ written request, Company will provide Novartis with evidence of Company’s insurance. Company will provide to Novartis at least [***] prior written notice of any change to Company’s insurance program that is not consistent with Company’s obligations hereunder or cancellation to Company’s insurance program; and
(c) Company will conduct its research, Development, Manufacture, and Commercialization activities relating to the Antibodies or Products in accordance with Applicable Law (including data privacy laws, current international regulatory standards, including, as applicable, GMP, GLP, GCP, and other rules, regulations and requirements), and will cause any collaborators and sublicensees to comply with such Applicable Laws.
Covenants by Company. The Company agrees that it will not make any statements, whether orally or in writing (including in electronic communications) that are professionally or personally disparaging about Xxx Xxxxxxxxxx, his agents, future ventures, or future employers. If Company is asked about the separation, termination, or Menichella’s employment, they will respond: “Xx. Xxxxxxxxxx made important contributions to broadening awareness of AGTC’s programs, advancing important collaborations and securing valuable intellectual property rights for AGTC. He chose to pursue other ventures, and we wish him well.” The only exception is if Xx. Xxxxxxxxxx requests and obtains a specific letter of reference or recommendation from a particular person at Company, only at the request of Menichella.
Covenants by Company. THE Company hereby covenants with the Noteholders and each of them duly to perform and observe the obligations on its part herein contained to the intent that this Instrument shall enure for the benefit of all Noteholders each of whom may xxx for the performance or observance of the provisions hereof so far as his holding of Notes is concerned.
Covenants by Company. 6.1 The Company covenants to the Noteholder (for its own benefit and as trustee for the holders of the ZDP Shares) that, whilst it remains liable to repay the Loan Note, it will:-
6.1.1 for so long as it is the holding company of the Noteholder, not vote or permit any vote to be cast at a general meeting of the Noteholder in favour of any matter which would require the previous sanction of a special resolution passed at a separate general meeting of the holders of the ZDP Shares in the Noteholder in accordance with the Articles unless such previous sanction has first been obtained from holders of the ZDP Shares;
6.1.2 not (and shall, so far as it is able, procure that none of its subsidiary undertakings shall) enter into any transaction which, if it were entered into by the Noteholder, would require the previous sanction of a special resolution passed at a separate general meeting of the holders of the ZDP Shares under the Articles or otherwise as required by law, without such previous sanction having first been obtained;
6.1.3 not, except with the previous sanction of a special resolution passed at a separate general meeting of the holders of the ZDP Shares or as required by law:
(a) pass, and shall procure that no other member of the Group shall pass, any resolution which authorises the directors of the relevant company to pay a dividend or other distribution or make a capital distribution or otherwise make a payment in cash or kind to the shareholders or any of them (in their capacity as such) of the relevant company;
(b) pass, and shall procure that no other member of the Group shall pass, a resolution to reduce the capital of the Company or any member of the Group in any manner, including any resolution authorising the directors of the relevant company to purchase shares in such company;
(c) issue, and shall procure that no other member of the Group shall issue (other than to the Noteholder or any directly or indirectly wholly owned subsidiary thereof) further shares or securities, or rights to subscribe for or to convert or exchange any securities into shares or securities ranking pari passu with or in priority of the ZDP Shares,
(6.3.1 to 6.3.3, each, an “Action”) save that the previous sanction of the holders of the ZDP Shares will not be required in the event that (i) the Cover Test (as defined in the Articles) will be satisfied immediately following such Action; or (ii) in the case of the payment of any dividend or other distribution or the makin...
Covenants by Company. 11 5.1 Conduct of Business, etc......................................... 11 5.3
Covenants by Company. The Company shall perform and observe each of the following covenants:
Covenants by Company. The Company and Efoora, respectively, hereby covenant with the Investor that it will take or has taken all corporate action and will obtain or has obtained all other necessary or desirable authorizations and approvals for the sale and issuance of the Purchased Securities and for the execution, delivery and performance of the Transaction Documents.
Covenants by Company. 10.1 Company shall not, without the prior written consent of GCBC in each instance, (a) grant any extension of time for payment of any of the Factored Receivables, (b) compromise or settle any of the Factored Receivables for less than the full amount thereof, (c) release in whole or in part any Account Debtor under a Factored Receivable, or (d) grant any credits, discounts, allowances, deductions, return authorizations or the like with respect to any of the Factored Receivables. Notwithstanding the foregoing, Company shall have the right to compromise or settle any Factored Receivable up to a maximum amount of five percent (5.00%) of the face amount of such Factored Receivable.
10.2 From time to time as requested by GCBC, at the sole expense of Company, GCBC or its designee shall have access, during reasonable business hours if prior to an Event of Default and at any time if on or after an Event of Default, to all premises where Collateral is located for the purposes of inspecting (and removing copies, if after the occurrence of an Event of Default) any of the Collateral, including Company’s books and records, and Company shall permit GCBC or its designee to make copies of such books and records or extracts therefrom as GCBC may request. Without expense to GCBC, GCBC may use any of Company’s personnel, equipment, including computer equipment, programs, printed output and computer readable media, supplies and premises for the collection of accounts and realization on other Collateral as GCBC, in its sole discretion, deems appropriate. Company hereby irrevocably authorizes all accountants and third parties to disclose and deliver copies to GCBC at Company’s expense all financial information, books and records, work papers, management reports and other information in their possession relating to Company.
10.3 Before sending any invoice to an Account Debtor, Company shall xxxx same with a notice of assignment as may be required by GCBC.
10.4 Company shall pay when due all payroll and other taxes.
10.5 Company shall not create, incur, assume or permit to exist any lien upon or with respect to any Collateral now owned or hereafter acquired by Company other than in favor of GCBC.
10.6 Company shall indemnify GCBC from any loss arising out of the assertion of any Avoidance Claim and shall pay to GCBC on demand the amount thereof. Company shall notify GCBC within two Business Days of it becoming aware of the assertion of an Avoidance Claim. This provision shall sur...
