Covenants of the Parent. (a) The Parent will not take any actions which would cause a breach of the provisions of Section 2 by the Borrower.
(b) Without limiting the foregoing, the Parent hereby covenants and agrees as follows (except as provided in the Loan Documents):
(i) The Parent shall maintain its own bank and investment accounts and records, and all other books of account and records separate and distinct from those of the Borrower;
(ii) The Parent, as a stockholder of the Borrower, shall not have any legal, equitable, or other interest whatsoever in any of the assets of the Borrower other than pursuant to Delaware law;
(iii) The Parent shall not be entitled to receive any distributions on account of any interest in the Borrower other than pursuant to Delaware law;
(iv) The Parent shall not commingle its funds or other assets with those of the Borrower, and funds and other assets of the Parent shall at all times be separately identified and segregated;
(v) The Parent shall be, and at all times shall hold itself out to its creditors, governmental entities and the public as, a legal entity separate and distinct from the Borrower, and the Parent shall act and conduct business solely in its own name and through its own authorized officers and agents, shall correct any known misunderstanding regarding its status as a separate identity from the Borrower, and shall not identify itself or any of its affiliates as a division or part of the Borrower;
(vi) The Parent shall not maintain, prepare or issue consolidated financial statements that include the Borrower unless such consolidated financial statements clearly indicate that they consolidate the financial statements of separate legal entities;
(vii) The Parent shall observe all corporate and other legal formalities and shall take all appropriate action necessary to maintain its existence as a corporation under the laws of the State of Delaware separate and distinct from the existence of each of the other Parties or any other entity;
(viii) There shall be no transfers of assets among Parent, on the one hand, and the Borrower, on the other hand, other than (a) pursuant to the Loan Documents and (b) (i) capital contributions or corporate dividends; (ii) pursuant to a tax sharing agreement or arrangement which provides for a fair and reasonable allocation of tax liabilities and tax benefits among the Parent and the Borrower based on their respective separate company taxable income or loss (or other items on which the relevant tax liab...
Covenants of the Parent. So long as any Lender shall have any Commitment hereunder, any Loan or other Obligation hereunder shall remain unpaid or unsatisfied, or any Letter of Credit shall remain outstanding, the Parent shall not, directly or indirectly:
Covenants of the Parent. During the period from the date of this Agreement and continuing until the Effective Time, the Parent agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement or as otherwise indicated under separate headings in Schedule 5.6 of the Parent Disclosure Schedule or to the extent that the Company (in its sole discretion) shall otherwise consent in writing):
Covenants of the Parent. The Parent hereby agrees that, so long as the Commitments remain in effect, any Letter of Credit remains outstanding or any Loan or other amount is owing to any Lender or any Agent hereunder, it shall not, directly or indirectly:
Covenants of the Parent. Except as expressly provided herein or set forth in Section 5.2 of the Parent Disclosure Schedule or as consented to in writing by the Company, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Parent shall, and shall cause each of its Subsidiaries to, act and carry on its business in the ordinary course in substantially the same manner as previously conducted, pay its debts and Taxes and perform its other obligations when due (subject to good faith disputes over such debts, Taxes or obligations), comply with all applicable laws, rules and regulations, and use commercially reasonable efforts, consistent with past practices, to maintain and preserve its and each Subsidiary’s present business organization, assets and properties, keep available the services of its present officers and employees and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it. Without limiting the generality of the foregoing, and except as set forth in Section 5.2 of the Parent Disclosure Schedule, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Parent shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following without the prior written consent of the Company:
(a) (A) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its share capital (other than (i) dividends and distributions by a direct or indirect wholly owned Subsidiary of the Parent to its parent); (B) split, combine or reclassify any of its share capital or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its share capital or any of its other securities; or (C) purchase, redeem or otherwise acquire any shares of its share capital or any other of its securities or any rights, warrants or options to acquire any such shares or other securities; provided, however, that nothing in this Section 5.2(a) shall prohibit the Parent from exercising contractual rights of repurchase of any Parent Ordinary Shares or Parent ADSs under any employee, consultant or director plan or agreement as in effect on the date hereof);
(b) except as...
Covenants of the Parent a. During the period that conversion rights exist hereunder, the Parent will reserve from its authorized and unissued Common Stock a sufficient number of shares to provide for the issuance of Common Stock upon the full conversion of this Convertible Demand Note, including, without limitation, all interest that may accrue hereunder over a three year term.
b. During the period the conversion right exists, Parent covenants and agrees that (i) the number of shares of Common Stock that may be issued upon conversion hereunder will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances, (ii) all such issued and outstanding shares of Common Stock will be issued in compliance with applicable state and federal laws.
Covenants of the Parent. From the date hereof until the Effective Time, except (i) as set forth in the Parent Disclosure Schedule, (ii) as required by applicable Law (iii) as required or contemplated by this Agreement or (iv) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall, and shall cause each of its Subsidiaries to conduct its business in the ordinary course. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except (i) as set forth in the Parent Disclosure Schedule, (ii) as required by applicable Law (iii) as required or contemplated by this Agreement or (iv) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned):
(a) Form S-4. Parent and its Subsidiaries shall not take any action, or omit to take any action where such omission, pursuant to which Parent would be required under applicable Law to include any historical or pro forma financial data or other information in the Form S-4 for any transaction other than the transactions contemplated hereby.
Covenants of the Parent. 6.1. Conduct of the Parent Business. From the date of this Agreement and until the Closing Date, or until the prior termination of this Agreement, Parent shall not, unless agreed to in writing by the Company:
(a) engage in any transaction, except in the normal and ordinary course of business, or create or suffer to exist any lien or other encumbrance upon any of its assets or which will not be discharged in full prior to the Closing Date;
(b) sell, assign or otherwise transfer any of its assets, or cancel or compromise any debts or claims relating to its assets, other than for fair value, in the ordinary course of business, and consistent with past practice;
(c) fail to use reasonable efforts to preserve intact its present business organizations, keep available the services of its employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others, to the end that its good will and ongoing business not be impaired prior to the Closing Date;
(d) intentionally permit any Material Adverse Effect to occur with respect to the Parent;
(e) make any material change with respect in its accounting or bookkeeping methods, principles or practices, except as required by GAAP; or
(f) authorize any, or commit or agree to take any of, the foregoing actions.
Covenants of the Parent. 46 Section 6.1 Conduct of Business of Parent..........................................................
Covenants of the Parent. Section 8.01. Affirmative Covenants Regarding Operation of the Businesses..................................................36 Section 8.02. Negative Covenants Regarding the Operation of the Businesses..................................................37 Section 8.03. Access to Information.......................................40 Section 8.04.
