Covenants of the Company and the Shareholders. The Company and the Shareholders, jointly and severally, agree that between the date hereof and the Closing Date:
Covenants of the Company and the Shareholders. The Company and the Shareholders jointly and severally covenant and agree with the Purchaser that:
Covenants of the Company and the Shareholders. During the period from the date hereof through the Closing Date, the Company agrees, and each Shareholder agrees to cause the Company, to:
(a) comply promptly with all requirements that applicable Legal Requirements may impose upon the Company with respect to the transactions contemplated by the Agreement, and shall cooperate promptly with, and furnish information to, Purchase in connection with any requirements imposed upon Purchaser or upon any of its affiliates in connection therewith or herewith;
(b) use the Company's reasonable best efforts to obtain (and to cooperate with Purchaser in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by such Shareholder in connection with the transactions contemplated by this Agreement;
(c) use the Company's reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 8.1 of this Agreement;
(d) promptly advise Purchaser orally and, within three (3) business days thereafter, in writing of any change in such Company's business or condition that has had or may have a Material Adverse Effect; and
(e) deliver to Purchaser prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that the disclosure of such untrue statement or omission shall not prevent Purchaser from terminating this Agreement pursuant to Section 9.1(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.
Covenants of the Company and the Shareholders. So long as Medtronic is the legal or beneficial owner of at [***] of the issued and outstanding shares of Common Stock of the Company, on an as-converted basis:
Covenants of the Company and the Shareholders. The Company and the Shareholders (or certain of them, as applicable) covenant and agree with Buyer that at all times prior to the Closing or termination of this Agreement except as specifically provided in Section 9.02(b):
Covenants of the Company and the Shareholders. During the --------------------------------------------- period commencing on the date hereof and continuing through the Closing Date, each of the Company and the Shareholders agrees to:
(a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, Buyer in connection with any such requirements imposed upon Buyer or upon any of its affiliates in connection therewith or herewith, including, without limitation, all information reasonably required by Buyer to prepare its registration statement with respect to its initial public offering;
(b) use its reasonable commercial efforts to obtain (and to cooperate with Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by the Company or the Shareholders, as applicable, in connection with the transactions contemplated by this Agreement;
(c) use its reasonable commercial efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Sections 6.1 and 6.2 of this Agreement;
(d) promptly orally advise Buyer and, within three business days thereafter, in writing of any change in the Company's business or condition that has had or may have a Material Adverse Effect; and
(e) at or prior to the Closing, the Shareholders will repay to the Company any shareholders loans payable.
Covenants of the Company and the Shareholders. The Company shall not offer, sell or otherwise transfer any Shares unless such Shares are registered and qualified under the 1933 Act and applicable state securities laws or exemptions from such registration and qualification requirements are available, or unless such offer, sale or transfer is exempt from such registration or qualification. The Company may, in its discretion, transfer the Shares to the Shareholders, provided that (i) such transfer is exempt from registration under the 1933 Act and qualification under applicable state securities, and (ii) the representations and warranties of the Shareholders contained in Section 2.30 shall be true, complete and accurate as of the date when made and at and as of the date of the transfer as though such representations and warranties were made at and as of such time. The Shareholders shall not offer, sell or otherwise transfer any Shares unless such Shares are registered and qualified under the 1933 Act and applicable state securities laws or exemptions from such registration and qualification requirements are available, or unless such offer, sale or transfer is exempt from such registration or qualification, as reflected in an opinion of counsel to the Shareholder seeking to transfer Shares in a form and substance reasonably satisfactory to the Purchaser.
Covenants of the Company and the Shareholders. The Company hereby covenants with the Purchaser (which covenants shall survive the Closing) that: the Purchaser shall have a right of first refusal to participate in all future financings of the Company (each, a "Subject Financing") by way of equity or debt convertible into equity (other than the Target Financing), such that the Purchaser shall be entitled to acquire up to twenty five per cent (25%) of all the Shares of the Company issued or issuable in connection with each Subject Financing; and for so long as the Debenture remains outstanding and thereafter until such time that the Purchaser ceases to hold at least four per cent (4%) of the issued and outstanding Class A Shares, the Purchaser shall be entitled to have elected or appointed to the Company's board of directors, one representative director; Each of the Shareholders hereby covenants with the Purchaser (which covenants shall survive the Closing) that he or she shall vote, or shall cause to be voted, all Shares beneficially owned by him or her in such manner as shall be necessary to give full effect to Section 12.1(b).
Covenants of the Company and the Shareholders. Access and Investigation. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) afford the Acquiror and its agents, advisors and attorneys during normal business hours, full and free access to each Acquired Company's personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Acquiror and its agents, advisors and attorneys with copies of all such contracts, books and records, and other existing documents and data as the Acquiror may reasonably request, and (c) furnish the Acquiror and its agents, advisors and attorneys with such additional financial, operating, and other data and information as the Acquiror may reasonably request.
Covenants of the Company and the Shareholders. From the date hereof until the Closing (the "Executory Period") (except that these covenants shall survive and continue after the expiration of the Executory Period), the Company and the Shareholders, jointly and severally, agree as follows:
