Covenants of Xxxxx. During the period from the date of the Original Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Xxxxx agrees (except to the extent that CompCore shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. Xxxxx shall promptly notify CompCore of any event or occurrence not in the ordinary course of business of Xxxxx where such event or occurrence would result in a breach of any covenant of Xxxxx set forth in this Agreement or cause any representation or warranty of Xxxxx set forth in this Agreement to be untrue as of the date of, or giving effect to, such event or occurrence. Except as expressly contemplated by this Agreement, Xxxxx shall not, without the prior written consent of CompCore: (a) Grant any options under any employee plan of Xxxxx (except for options and rights to purchase shares of Xxxxx Common Stock granted under the Xxxxx Option Plans and the Xxxxx Purchase Plan, in the ordinary course of business and consistent with past practices), accelerate, amend or change the period of exercisability under any outstanding options, or authorize cash payments in exchange for any options granted under any of such plans except as required by the terms of such plans or any related agreements in effect as of the date of this Agreement; (b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue 22
Covenants of Xxxxx. 8.1 Xxxxx acknowledges that as a result of the services to be rendered to the Company hereunder, Xxxxx will be brought into close contact with many confidential affairs of the Company, its subsidiaries and affiliates, not readily available to the public. Xxxxx further acknowledges that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character; that the business of the Company is regional in scope; that its goods and services are marketed throughout a nine-state region, and that the Company competes with other organizations that are or could be located in any of the states in which the Company does business.
8.2 In recognition of the foregoing, Xxxxx covenants and agrees that, except as is necessary in providing services under this Agreement or to the extent necessary to comply with law or the valid order of a court or government agency of competent jurisdiction, Xxxxx will not knowingly use for his own benefit nor knowingly divulge any Confidential Information and Trade Secrets of the Company, its subsidiaries and affiliated entities, which are not otherwise in the public domain and, so long as they remain Confidential Information and Trade Secrets not in the public domain, and will not intentionally disclose them to anyone outside of the Company either during or after his employment. For the purposes of this Agreement, “Confidential Information and Trade Secrets” of the Company means information which is secret to the Company, its subsidiaries and affiliated entities. It may include, but is not limited to, information relating to the possible store locations or acquisitions, current or possible new products or services to be offered for sale in Company stores, operating methods or procedures used in the business of the Company, its subsidiaries and affiliates, and other matters or details not otherwise publicly disclosed in the Company’s filings with the U. S. Securities and Exchange Commission (“SEC”) whether in the form of memoranda, reports, computer software and data banks, customer lists, employee lists, books, records, financial statements, manuals, papers, contracts or strategic plans. As a guide, Xxxxx is to consider all information originated, owned, controlled or possessed by the Company, its subsidiaries or affiliated entities which is not disclosed in SEC filings of the Company as being secret and confidential. In instances where doubt does or should reasonably be understood t...
Covenants of Xxxxx. Xxxxx covenants and agrees with Seminis that, at all times from and after the date hereof until the Closing, Savia will not sell, dispose, or otherwise transfer, or incur any lien or other interest on, the 16,688 shares of Class C Preferred Stock, the Cash Obligation or the Dividends, other than pursuant to the Pledge Agreement. Savia will comply with all covenants and provisions of this Article V, except to the extent Seminis may otherwise consent in writing.
Covenants of Xxxxx. (a) XXXXX covenants and agrees with PFIZER that XXXXX shall maintain in effect the XXXX License Agreement and the UIRF License Agreement and shall not take any actions (or omit to take any actions) that would result in a breach of the XXXX License Agreement or the UIRF License Agreement or any termination of either such agreement prior to the applicable stated term of such agreement in effect as of the date hereof. XXXXX agrees that it shall not amend, modify or supplement the XXXX License Agreement or the UIRF License Agreement, or waive any terms or conditions thereunder, that would have an adverse effect on PFIZER’s rights hereunder, without the prior consent of PFIZER. XXXXX shall provide to PFIZER advance notice as is reasonable under the circumstances (but in any event not less than five (5) calendar days) of any amendment, modification, supplement or waiver of the XXXX License Agreement or the UIRF License Agreement that has a material effect on PFIZER’s rights hereunder. In addition, XXXXX shall not sell, assign, convey, pledge, hypothecate or otherwise transfer the XXXX License Agreement or the UIRF License Agreement or XXXXX’x rights or obligations thereunder, or otherwise make any commitment in a manner that conflicts with PFIZER’s rights hereunder without the prior consent of PFIZER. XXXXX shall immediately notify PFIZER upon receipt by XXXXX or its Affiliates of any notice from any of the parties to the XXXX License Agreement or the UIRF License Agreement (other than Xxxxx) of any actual or alleged default or breach or of such party’s intent to terminate the XXXX License Agreement or the UIRF License Agreement, respectively, exercise such party’s respective rights or remedies thereunder, or otherwise take any action that may adversely affect PFIZER’s rights under this Agreement.
(b) XXXXX hereby covenants and agrees that, during the Term of this Agreement, XXXXX shall not sell, assign or otherwise transfer, or permit any direct or indirect subsidiary of XXXXX to sell, assign or otherwise transfer to any person (i) any Xxxxx Patent Rights applicable to the Field that are registered in the name of or owned or controlled by XXXXX or any direct or indirect subsidiary of XXXXX, (ii) any Xxxxx Technology applicable to the Field or (iii) any capital stock or securities of (A) any direct or indirect subsidiary of Xxxxx Inc. or (B) any direct or indirect subsidiary (other than Xxxxx Inc.) of any direct or indirect parent holding company of Xxxxx Inc. w...
Covenants of Xxxxx. Xxxxx hereby covenants and agrees with Subco and Carpincho that it will:
(a) use its commercially reasonable efforts to obtain, on or prior to the Effective Date, the approval of the Amalgamation by Xxxxx Shareholders by way of unanimous written consent resolution executed by such all of the Xxxxx Shareholders, all in accordance with Applicable Laws;
(b) use all commercially reasonable efforts to complete the Xxxxx Financing, as soon as practicable and as market conditions permit, on terms acceptable to both Xxxxx and Carpincho, each acting reasonably;
(c) act in good faith and use all commercially reasonable efforts to cause each of the conditions precedent to the Amalgamation set forth in Sections 17 and 18 hereof to be complied with, in each case on or prior to the Effective Date;
(d) unless Carpincho otherwise agrees in writing, such consent not to be unreasonably withheld, until the earlier of the Effective Date and the date that this Agreement is terminated by its terms,
(i) not carry on any business other than the completion of the Xxxxx Financing and the Amalgamation;
(ii) not: (i) amend its constating documents; (ii) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, shares or property) in respect of its outstanding securities; (iii) redeem, purchase or otherwise acquire any of its outstanding shares or other securities; (iv) split, combine or reclassify any of its securities; (v) adopt a plan of liquidation or resolutions providing for its liquidation, dissolution, merger, consolidation or reorganization; (vi) enter into or modify any contract, agreement, commitment or arrangement with respect to any of the foregoing; (vii) other than in connection with the Xxxxx Financing, issue any Xxxxx Shares or securities convertible into Xxxxx Shares, or effect any financing transaction whether by means of debt, equity or otherwise, or issue, grant, sell, pledge, lease, dispose of or encumber or agree to issue, grant, sell, pledge, lease, dispose of or encumber, any Xxxxx Shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a right to acquire, Xxxxx Shares; or (viii) solicit, initiate or take any other action, directly or indirectly, which may result in Xxxxx becoming a “reporting issuer” (or the equivalent) under the securities laws of any province or territory of Canada;
(iii) not directly or indirectly, through any officer, director, affiliate, agent or advisor ...
Covenants of Xxxxx. XxXXX covenants and agrees with cxDA as follows:
Covenants of Xxxxx. Except as otherwise first approved in writing by PHMD or as otherwise set forth in this Agreement, XXXXX covenants and agrees with PHMD that interval, if any, between the date hereof and the Closing Date or the termination of this Agreement in accordance with its terms:
Covenants of Xxxxx. During the period from the date hereof and continuing until the earlier of the Effective Time and the termination of this Agreement, Xxxxx agrees as to itself and its Subsidiaries that, except as expressly permitted or expressly contemplated by this Agreement or the other Transaction Agreements (including any schedules thereto), as set forth in Section 5.1 of the Xxxxx Disclosure Letter, as required by applicable law, or to the extent that Navy shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
Covenants of Xxxxx. Xxxxx hereby covenants and agrees with Sellers that Xxxxx shall use its continuing best efforts to have Sellers removed as guarantors of the loans made to CSI listed on Schedule 6.01 attached hereto.
Covenants of Xxxxx. Xxxxx hereby covenants and agrees with Xxxxxxxxx as follows:
