Covenants of Merck and Schering Sample Clauses

Covenants of Merck and Schering. Plough 7.2.1 From the date of closing of the Merger until the earlier of the execution of the Contribution Agreement or the termination of this Agreement in accordance with its terms, Schering-Plough shall cause the I/SP Entities to (i) conduct the I/SP Business in the Ordinary Course, (ii) use their commercially reasonable efforts to preserve intact the I/SP Business, including the assets and the relationships of the I/SP Entities with their respective customers and suppliers and others having business dealings with them, (iii) use their commercially reasonable efforts to keep available the services of the present officers and significant employees of the I/SP Business, (iv) use their commercially reasonable efforts to maintain the books and records of the I/SP Entities in the ordinary manner, (v) use their commercially reasonable efforts to preserve the goodwill and ongoing operations of the I/SP Entities and (vi) not adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization which would restrict the ability to complete the transactions contemplated by this Agreement or the Contribution Agreement upon the terms defined herein and therein. 7.2.2 From the Valuation Date until the earlier of the execution of the Contribution Agreement or the termination of this Agreement in accordance with its terms, Schering-Plough shall cause the I/SP Entities to not (i) pay any dividend (including interim dividends or other similar forms of distribution), other than dividends or distributions that would be reflected in the calculation of the I/SP Value pursuant to Clause 4.3 and Exhibit B or (ii) effect any redemption of shares or otherwise effect a return of share capital.
Sample 1
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Related to Covenants of Merck and Schering

  • Covenants of Parent Parent agrees that:

  • COVENANTS OF BUYER AND SELLER Buyer and Seller agree that:

  • Covenants of the Partnership The Partnership covenants with each Underwriter as follows:

  • Covenants of the Parties The parties hereto agree that:

  • Covenants of Acquiror 31 Section 7.1 Consummation of Agreement............................................................. 32 Section 7.2 Requirements to Effect Merger......................................................... 32 Section 7.3 Access................................................................................ 32 Section 7.4

  • Covenants of Party B Party B hereby covenants as follows: 2.2.1 Without the prior written consent of Party A, Party B shall not sell, transfer, mortgage or dispose of in any other manner any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.2 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting and/or the directors (or the executive director) of Party C not to approve any sale, transfer, mortgage or disposition in any other manner of any legal or beneficial interest in the equity interests in Party C held by Party B, or allow the encumbrance thereon of any security interest, except for the interest placed in accordance with Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney; 2.2.3 Without the prior written consent of Party A, Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C not to approve the merger or consolidation with any person, or the acquisition of or investment in any person; 2.2.4 Party B shall immediately notify Party A of the occurrence or possible occurrence of any litigation, arbitration or administrative proceedings relating to the equity interests in Party C held by Party B; 2.2.5 Party B shall cause the shareholders’ meeting or the directors (or the executive director) of Party C to vote their approval of the transfer of the Optioned Interests as set forth in this Agreement and to take any and all other actions that may be requested by Party A; 2.2.6 To the extent necessary to maintain Party B’s ownership in Party C, Party B shall execute all necessary or appropriate documents, take all necessary or appropriate actions, file all necessary or appropriate complaints, and raise necessary or appropriate defenses against all claims; 2.2.7 Party B shall appoint any designee of Party A as the director or the executive director of Party C, at the request of Party A; 2.2.8 Party B hereby waives its right of first of refusal to transfer of equity interest by any other shareholder of Party C to Party A (if any), and gives consent to execution by each other shareholder of Party C with Party A and Party C the exclusive option agreement, the equity interest pledge agreement and the power of attorney similar to this Agreement, Party B’s Equity Interest Pledge Agreement and Party B’s Power of Attorney and undertakes not to take any action in conflict with such documents executed by the other shareholders; 2.2.9 Party B shall promptly donate any profit, interest, dividend or proceeds of liquidation, or any proceeds from transferring its entire or a part of equity interest in Party C, to Party A or any other person designated by Party A to the extent permitted under applicable PRC laws; and 2.2.10 Party B shall strictly abide by the provisions of this Agreement and other contracts jointly or separately executed by and among Party B, Party C and Party A, perform the obligations hereunder and thereunder, and refrain from any action/omission that may affect the effectiveness and enforceability thereof. To the extent that Party B has any remaining rights with respect to the equity interests subject to this Agreement hereunder or under the Party B’s Equity Interest Pledge Agreement or under the Party B’s Power of Attorney, Party B shall not exercise such rights except in accordance with the written instructions of Party A.

  • Covenants of Company In the event that any litigation with claims in excess of $1,000,000 to which the Company is a party which shall be reasonably likely to result in a material judgment against the Company that the Company will not be able to satisfy shall be commenced by an Owner, during the period beginning nine months following the commencement of such litigation and continuing until such litigation is dismissed or otherwise terminated (and, if such litigation has resulted in a final judgment against the Company, such judgment has been satisfied), the Company shall not make any distribution on or in respect of its membership interests to any of its members, or repay the principal amount of any indebtedness of the Company held by CFC, unless (i) after giving effect to such distribution or repayment, the Company's liquid assets shall not be less than the amount of actual damages claimed in such litigation or (ii) the Rating Agency Condition shall have been satisfied with respect to any such distribution or repayment. The Company will not at any time institute against the Trust any bankruptcy proceedings under any United States federal or state bankruptcy or similar law in connection with any obligations relating to the Certificates, the Notes, this Agreement or any of the Basic Documents.

  • Covenants of Seller Seller covenants and agrees with Buyer as follows:

  • Covenants and Agreements of the Parties The Parties covenant and agree as follows:

  • Covenants of Buyer Buyer agrees that:

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