COVENANTS OF THE MIDNIGHT SHAREHOLDERS Clause Samples

COVENANTS OF THE MIDNIGHT SHAREHOLDERS. The Midnight Shareholders covenant and agree that, after the date hereof and through the Release Time, unless REDOX will otherwise approve in writing, which approval will not be unreasonably withheld, as follows: (a) The Midnight Shareholders will use best efforts to cause Midnight to perform each covenant thereof set forth herein on a timely basis. (b) Until the earlier of the Release Time, the Midnight Shareholders shall take no action the result of which shall be to cause Midnight to make any amendment in the certificate of incorporation or by-laws (or, in each case, the comparable charter documents, if any, under applicable law) thereof. (c) Before the Midnight Shareholders release any information concerning this Agreement or any of the transactions contemplated by this Agreement which is intended for, or may result in, public dissemination thereof, the Midnight Shareholders shall cooperate with REDOX, shall furnish drafts of all documents or proposed oral statements to REDOX for comment, and shall not release any such information without the written consent of REDOX, which consent shall not be unreasonably withheld. Nothing contained herein shall prevent the Midnight Shareholders from releasing any information if required to do so by law. (d) The Midnight Shareholders shall furnish, or cause to be furnished, for inclusion in the Periodic Reports to be filed pursuant to the Exchange Act in connection with the transactions contemplated by this Agreement, or for inclusion in REDOX's filings under state "blue-sky," securities, or take-over laws, such information about Midnight or the Midnight Shareholders as may be required or as may be reasonably requested by REDOX, and shall continue to furnish or cause to be furnished such information as is necessary to keep such information correct and complete in all material respect until the Release Time. The Midnight Shareholders represent and warrant that the information in writing that they have furnished to date regarding themselves, taken as a whole, do not now, and will not at any time prior to the Release Time, (i) contain an untrue statement of a material fact or (ii) omit to state a material fact required to be stated therein or necessary to make the statements therein not false or misleading.