COVENANTS OF HORIZON. Horizon covenants and agrees with WBKC and covenants and agrees to cause its Subsidiaries to act as follows (and, where applicable, WBKC covenants and agrees with Horizon as follows):
COVENANTS OF HORIZON. Horizon covenants and agrees with Warnxx-Xxxxxxx xxxt, at all times from and after the date hereof until the Closing, Horizon will comply with all covenants and provisions of this Section 6.2, except to the extent Warnxx-Xxxxxxx xxx otherwise consent in writing.
COVENANTS OF HORIZON. In addition to the representations and warranties made by Horizon in Section 8.1 hereof and the covenants made by Horizon elsewhere in this Agreement, Horizon hereby covenants to AHP that it shall not sell the Products manufactured by AHP hereunder in countries other than those within the Territory and that it shall not sell such Products for veterinary use within or outside the Territory. Horizon further covenants that it shall not sell such Products to any Third Party which Horizon has reason to believe might sell the Products in countries other than those within the Territory. In the case of any such Third Party sales, Horizon shall exercise its Commercially Reasonable Efforts, consistent with applicable law, to gain a cessation of such Third Party sales of Products within such countries, including, to the extent possible, terminating its sales of Product to such Third Party. 16 [***] - CONFIDENTIAL TREATMENT REQUESTED
COVENANTS OF HORIZON. Horizon covenants and agrees with Peoples and covenants and agrees to cause its Subsidiaries to act as follows (and Peoples covenants and agrees with Horizon as follows):
COVENANTS OF HORIZON. Horizon covenants to comply with the covenants of Purchaser contained in Article 5 (other than Section 5.5) of the Amended Focus Agreement to the extent applicable to Horizon and the DE Transactions; provided, however, that Horizon covenants to do so until the DE Closing Date or until this Agreement is terminated.
COVENANTS OF HORIZON. During the period from the date of this Agreement (except as otherwise indicated) and continuing until the earlier of the termination of this Agreement or the Effective Time, each of Horizon and the Founder agree (except as expressly contemplated by this Agreement or otherwise permitted with TranSwitch's prior written consent):
COVENANTS OF HORIZON. Horizon acknowledges that the covenants of Horizon contained in this Agreement, including the covenants contained in this Section, are material inducements to City to enter into this Agreement.
COVENANTS OF HORIZON. Horizon covenants and agrees with SCB as follows:
COVENANTS OF HORIZON. Subject to Section 10.01, Horizon covenants and agrees with the Purchaser as follows, until the earlier of the Closing Date and the date upon which this Agreement is terminated in accordance with Article VIII:
(1) It will, in a timely and expeditious manner file and/or deliver any document or documents as may be required in order for the Transaction as contemplated herein to be effective.
(2) It will not solicit, initiate, knowingly encourage, cooperate with or facilitate (including by way of furnishing any non-public information or entering into any form of agreement, arrangement or understanding) the submission, initiation or continuation of any oral or written inquiries or proposals or expressions of interest regarding, constituting or that may reasonably be expected to lead to any activity, arrangement or transaction or propose any activities or solicitations in opposition to or in competition with the Transaction. Without limiting the generality of the foregoing, it will neither (i) induce or attempt to induce any other Person to initiate any shareholder proposal or “takeover bid,” exempt or otherwise, within the meaning of the Securities Act (Ontario), for securities or assets of Horizon, (ii) undertake any transaction or negotiate any transaction which would be, or potentially could be, in conflict with the Transaction, including, without limitation, allowing access to any third party to conduct due diligence, nor (iii) permit any of its officers or directors to authorize such access, except as required by statutory obligations. In the event Horizon, including any of its officers or directors, receives any form of offer or inquiry, Horizon shall forthwith (in any event within one (1) Business Day following receipt) notify the Purchaser of such offer or inquiry and provide the Purchaser with such details as it may request.
(3) 32 LEGAL_29637706.5 It will make available and afford the Purchaser and its authorized representatives and, if requested by the Purchaser, provide a copy of all title documents, contracts, financial statements, minute books, share certificate books, if any, share registers, plans, reports, licences, orders, permits, books of account, accounting records, constating documents and all other documents, information and data relating to Horizon. Horizon will afford the Purchaser and its authorized representatives every reasonable opportunity to have free and unrestricted access to Horizon’s property, assets, undertaking, records and ...
COVENANTS OF HORIZON. Section 6.1 Trust Account Proceeds and Related Available Equity 66 Section 6.2 NYSE Listing 67 Section 6.3 No Solicitation by Horizon 67 Section 6.4 Horizon Conduct of Business 67 Section 6.5 Horizon Public Filings 69 Section 6.6 PIPE Subscriptions 69 Section 6.7 Support of Transaction 69 Section 6.8 Treatment of Warrants 69 Article VII JOINT COVENANTS Section 7.1 Regulatory Approvals; Other Filings 70 Section 7.2 Preparation of Proxy Statement/Registration Statement; Stockholders’ Meeting and Approvals 71 Section 7.3 Tax Matters 75 Section 7.4 Section 16 Matters 77 Section 7.5 Incentive Equity Plan 77 Article VIII CONDITIONS TO OBLIGATIONS
