Covenants of Subco. Subco covenants and agrees with NewCo that it will not from the date of execution hereof to the Closing Date, except with the prior written consent of NewCo, conduct any business which would prevent SubCo or Amalco from performing any of their respective obligations hereunder.
Covenants of Subco. Subco hereby covenants and agrees with PsyTech that it shall:
(a) on the Effective Date, be a corporation which has not at any time carried on any active business (other than as is necessary to effect the Amalgamation);
(b) act in good faith and use its commercially reasonable efforts to cause each of the conditions precedent set forth in Sections 17 and 19 hereof to be complied with by Subco, in each case on or prior to the Effective Date;
(c) unless PsyTech otherwise agrees in writing, such consent not to be unreasonably withheld, or as otherwise required in connection with the transactions contemplated hereunder, until the earlier of the Effective Date and the date that this Agreement is terminated by its terms,
(i) not conduct any business (other than as required in connection with the Amalgamation), and shall use all commercially reasonable efforts to maintain and preserve its corporate existence; and
(ii) not directly or indirectly, amend its constating documents, declare, set aside or pay any dividend or other distribution or payment or otherwise to or for the benefit of its shareholders or reduce its stated capital; and
(d) subject to the approval of the shareholders of each of PsyTech and Subco being obtained with respect to the Amalgamation and subject to and in accordance with Section 10, jointly with PsyTech, file with the Director the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.
Covenants of Subco. Subco covenants and agrees with CHCI and Vaxxinator that it will not from the date of execution hereof to the Business Combination Date, except with the prior written consent of CHCI and Vaxxinator, conduct any business which would prevent Subco or Amalco from performing any of their respective obligations hereunder.
Covenants of Subco. Subco covenants and agrees with Aphria and Black Sparrow that it will not from the date of execution hereof to the Qualifying Transaction Date, except with the prior written consent of Aphria and Black Sparrow, conduct any business which would prevent Subco or Amalco from performing any of their respective obligations hereunder.
Covenants of Subco. Subco hereby covenants and agrees with Xxxxx that it will:
(a) until the Effective Date, not carry on active business (other as is necessary to effect the Amalgamation);
(b) use its commercially reasonable efforts to cause each of the conditions precedent set forth in Sections 17 and 19 hereof to be complied with on or prior to the Effective Date;
(c) unless Xxxxx otherwise agrees in writing, until the earlier of the Effective Date and the date that this Agreement is terminated by its terms,
(i) not conduct any business (other than as required in connection with the Amalgamation), and shall use all commercially reasonable efforts to maintain and preserve its corporate existence; and
(ii) not directly or indirectly, amend its constating documents, declare, set aside or pay any dividend or other distribution or payment or otherwise to or for the benefit of its shareholders or reduce its stated capital; and
(d) subject to the conditions set forth in Sections 17, 18 and 19 hereof being obtained, jointly with Xxxxx, file with the Director the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.
Covenants of Subco. (a) Subco covenants and agrees with Xxxxxxx and T20 that it will not, from the date of execution hereof to the Effective Date, except with the prior written consent of Legible and T20, conduct any business or do any other thing that could prevent Subco from performing any of its obligations hereunder; and
(b) Subco further covenants and agrees with Legible that it will:
(i) use its commercially reasonable best efforts to cause each of the conditions precedent set forth in Section 13 that are applicable in respect of Subco to be complied with; and
(ii) subject to the approval of the shareholders of each of Legible and Subco being obtained for the completion of the Amalgamation, thereafter jointly with Legible file with the British Columbia Registrar of Companies the Amalgamation Application, the Articles of Amalgamation and such other documents as may be required to give effect to the Amalgamation upon and subject to the terms and conditions of this Agreement.
Covenants of Subco. Subco covenants and agrees with PrivateCo and PVEC that it will not from the date of execution hereof to the Business Combination Date, except with the prior written consent of PrivateCo and PVEC, conduct any business which would prevent Subco or Amalco from performing any of their respective obligations hereunder.
Covenants of Subco. Subco covenants and agrees with Organic Flower and Bendu that it will not from the date of execution hereof to the Business Combination Date, except with the prior written consent of Organic Flower and Bendu, conduct any business which would prevent Subco or Amalco from performing any of their respective obligations hereunder.
Covenants of Subco. Subco covenants and agrees with Scythian and MMJ that it will not from the date of execution hereof to the Business Combination Date, except with the prior written consent of Scythian and MMJ, conduct any business which would prevent Subco or Amalco from performing any of their respective obligations hereunder.
Covenants of Subco. (a) Subco covenants and agrees with Fxxxx and CSC that it will not, from the date of execution hereof to the Effective Date, except with the prior written consent of Fxxxx and CSC, conduct any business or do any other thing that could prevent Subco from performing any of its obligations hereunder; and
