Common use of Covenants of the Shareholders Clause in Contracts

Covenants of the Shareholders. 6.1 The Shareholders severally covenant as follows: (a) the Shareholders shall use all commercially reasonable efforts to take all action and do all things necessary, proper or advisable in order to consummate and make effective the transactions contemplated by this Agreement; (b) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe to carry on its business, operations and affairs only in the ordinary and normal course consistent with past practice; (c) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe not to create, incur, assume or suffer to exist: (i) any material lien on any of its property or assets now owned or hereafter acquired; or (ii) contingently or otherwise, any material debt; (d) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe not to make or permit to exist any change, condition, event or occurrence in or with respect to the nature of its business which when taken individually with all other changes, conditions, events or occurrences could reasonably be expected to have a material adverse effect: (i) on the property or assets of Hippocampe; (ii) on the condition or prospects, financial or otherwise, of Hippocampe; or (iii) on the ability of the Shareholders to perform and comply with this Agreement; and (e) from the date hereof to the Time of Closing, the Shareholders shall cause Hippocampe not to enter into or agree to enter into any transaction or series of related transactions (whether by way of reconstruction, reorganization, consolidation, combination, amalgamation, merger, transfer, sale, lease, modification or otherwise), other than in connection with the transactions contemplated herein, whereby: (i) all or substantially all of Hippocampe's undertaking, property or assets will become the property of any other person or the continuing corporation resulting therefrom; (ii) all or substantially all of the material patents of Hippocampe will become the property of any other person; or (iii) the corporate structure of Hippocampe would be modified, changed, altered or amended in any manner which would have a material adverse effect on the ability of the Shareholders to perform and comply with this Agreement.

Covenants of the Shareholders. 6.1 The Each of the Shareholders severally covenant hereby covenants and agrees with Purchaser that each of them shall do, or cause to be done, the following: 8.1 Conduct of Business Until Closing Date. From the date hereof until the Closing, except as followspermitted or required hereby or as set forth on Schedule 8.1 hereto, each of the Shareholders shall, or shall cause the Company to: (a) operate, or cause to be operated, the Shareholders shall business of the Company and each Subsidiary only in the usual, regular and ordinary manner, and use all commercially reasonable their best efforts to take all action (i) preserve the present business organization of the Company and do all things necessaryeach Subsidiary intact, proper or advisable in order to consummate (ii) keep available the services of the present employees of the Company and make effective each Subsidiary, and (iii) preserve the transactions contemplated by this Agreementcurrent business relationships of the Company and each Subsidiary with customers, clients, suppliers, distributors and others having business dealings with it; (b) from bear the date hereof risk of loss or damage to the Time Assets and Properties of Closingthe Company and the Subsidiaries on and prior to the Closing Date where such risk of loss is not the legal obligation of another, and maintain all properties necessary for the Shareholders shall cause Hippocampe to carry on its businessconduct of the business of the Company and the Subsidiaries, operations and affairs only in the ordinary and normal course consistent with past practicewhether owned or leased; (c) from maintain the date hereof to Books and Records and accounts of the Time of ClosingCompany and the Subsidiaries in the usual, regular and ordinary manner, on the Shareholders shall cause Hippocampe not to create, incur, assume or suffer to exist: (i) any material lien on any of its property or assets now owned or hereafter acquired; or (ii) contingently or otherwise, any material debtbasis consistent with prior periods; (d) from the date hereof duly comply with all laws, rules and regulations applicable to the Time Company and each of Closingthe Subsidiaries and to the conduct of its business; (e) perform all of the obligations of the Company and each of the Subsidiaries without default, unless such default is of no significance to the Company and the Subsidiaries and could have no adverse impact on the Company or any Subsidiary, their respective Assets and Properties or the Business; (f) neither (a) amend the constating document or by-laws of the Company or any Subsidiary; (b) merge with or into, consolidate, amalgamate or otherwise combine with, any other entity, or permit any Subsidiary to do any of the foregoing; nor (c) change the character of the business of the Company or any Subsidiary; (g) neither (a) encumber, mortgage, or voluntarily subject to lien any of the existing Assets and Properties of the Company or any Subsidiary or the Shares; (b) transfer, sell, lease, license or otherwise dispose of any of, or any part of, the Shareholders shall cause Hippocampe Assets and Properties of the Company or any Subsidiary (other than in the ordinary course of business); (c) convey or transfer to or acquire from a third party any material Asset and Property, for or on behalf of the Company or any Subsidiary other than in the ordinary course of business; (d) enter into any arrangement, agreement or undertaking, with respect to any of the employees relating to the payment of bonus, severance, profit-sharing or special compensation or any increase in the compensation payable or to become payable to any such employee; nor (e) incur any material fixed or contingent obligation or enter into any agreement, commitment, contract or other transaction or arrangement relating to the business of the Company or any Subsidiary or any of their respective Assets and Properties; (h) not make or change any Tax election, amend any Tax Return or take or omit to take any other action not in the ordinary course of business and consistent with past practice that would have the effect of increasing any Taxes of Purchaser for any taxable period ending after the Closing Date; (i) not make any distributions or dividends of Assets and Properties or securities, other than the Permitted Dividends, nor any changes to the capital structure of the Company or any Subsidiary; not agree to make or permit make any sales of its securities including the issuance of any additional capital stock or rights or options or contracts to exist acquire, or instruments convertible into, Capital Stock; (j) use its best efforts to maintain in full force and effect substantially the same levels of coverage as the insurance afforded under the policies listed in Schedule 2.1 (a)(xi); (k) neither modify, change nor terminate any changeof its material obligations other than in the ordinary course of business, condition, event or occurrence in or nor grant any power of attorney with respect to the nature of its business which when taken individually with all other changes, conditions, events or occurrences could reasonably be expected to have a material adverse effect: (i) on the property or assets of Hippocampe; (ii) on the condition or prospects, financial or otherwise, of Hippocampe; or (iii) on the ability of the Shareholders Company or any Subsidiary or any of their respective Assets and Properties to perform any party except Purchaser; (l) except in the ordinary course of business, neither (a) exercise or cause or permit to be exercised any right or option under any Real Property Lease, or extend or renew any Real Property Lease; nor (b) enter into or cause or permit to be entered into any amendment, modification, extension, waiver, termination, assignment, mortgage or hypothecation of any Real Property Lease or sublet or encumber all or any portion of any leased Real Property; nor (c) acquire or purchase or cause or permit to be acquired or purchased any interest in real property, including, without limitation, fee and comply with this Agreementleasehold interests; nor (d) sell, dispose of, transfer, mortgage, hypothecate or encumber all or any portion of the Owned Real Property or cause or permit to be done any of the forgoing; and (em) from the date hereof deliver or cause to the Time of Closing, the Shareholders shall cause Hippocampe not be delivered to enter into or agree to enter into any transaction or series of related transactions (whether by way of reconstruction, reorganization, consolidation, combination, amalgamation, merger, transfer, sale, lease, modification or otherwise), other than in connection with the transactions contemplated herein, whereby: (i) all or substantially all of Hippocampe's undertaking, property or assets will become the property Purchaser a copy of any other person material notice related to any parcel of Real Property or the continuing corporation resulting therefrom; (ii) all or substantially all of the material patents of Hippocampe will become the property of any other person; or (iii) the corporate structure of Hippocampe would be modified, changed, altered or amended in any manner which would have a material adverse effect on the ability of the Shareholders to perform and comply with this AgreementReal Property Lease.