Common use of Covenants of Subco Clause in Contracts

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 hereby covenants and agrees with PsyTech Lucid 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 18 and 19 20 hereof to be complied with by Subco, in each case on or prior to the Effective Date; (c) unless PsyTech Lucid 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 Lucid and Subco being obtained with respect to the Amalgamation and subject to and in accordance with Section 10, jointly with PsyTechLucid, 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 hereby covenants and agrees with PsyTech Flowr that it shallwill: (a) on the Effective Date, be a corporation which has not has, at any time no time, carried on any active business 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 Section 8.1, Section 8.2 and 19 Section 8.3 hereof to be complied with by Subco, in each case on or prior to the Effective Datewith; (c) unless PsyTech Flowr 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 or 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 Flowr, Needle (if required by the TSXV) and Subco being obtained with respect to the Amalgamation and subject to and in accordance with Section 10the obtaining of all applicable Regulatory Approvals, including the conditional approval of the TSXV, thereafter jointly with PsyTech, Flowr file with the Director the Articles articles of Amalgamation 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 hereby covenants and agrees with PsyTech Xxxxx 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 18 and 19 20 hereof to be complied with by Subco, in each case on or prior to the Effective Date; (c) unless PsyTech Xxxxx 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 Xxxxx and Subco being obtained with respect to the Amalgamation and subject to and in accordance with Section 10, jointly with PsyTechXxxxx, 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.