Further Covenants of the Parties. 4.1 Morningside shall make use of its established network and experience in dealing with the central and local governments, regulatory authorities, academia and industry in the PRC, including SFDA, Ministry of Health, leading hospitals, top universities and pharmaceutical companies, and so on, to assist the Company in carrying out its business and achieving the corporate objectives.
4.2 Can-Fxxx shall gxxxx to the Company the right of first offer for the full commercial right, including an exclusive license, in the Territories with respect to New Drug CF101 and its other new drugs in the pipeline, to the extent possible taking into consideration Can-Fxxx’x activities to out-license New Drug CF101 to a global partner. When the Company exercises such right of first offer, Can-Fxxx will conduct good faith negotiations with the Company within a time-frame of three months.
4.3 Can-Fxxx shall provide the Company with all relevant scientific, development and regulatory information and materials, and ongoing scientific and development support, in order to enable the Company to directly apply for IND with SFDA and to carry out the clinical studies for the New Drug CF102 in the Territories. A list of such information and materials is attached hereto as Appendix A.
Further Covenants of the Parties. The Parties covenant that between the Effective Date and the Commencement Date:
Further Covenants of the Parties. The Parties covenant that between the Execution Date and the Commencement Date:
Further Covenants of the Parties. 30 8.1 Employees.............................................................. 30 8.2 Expenses............................................................... 31 8.3 Public Announcements................................................... 31 8.4 Further Assurances..................................................... 31 8.5 Noncompetition......................................................... 31 8.6 Confidentiality........................................................ 32 8.7 Blank Check Stock...................................................... 33 8.8 Accounts............................................................... 33 8.9 Taxes.................................................................. 33 8.10 Supply of Products..................................................... 35 8.11 Books and Records Delivery and Access.................................. 35
Further Covenants of the Parties. 6.1 Further Assurances with respect to PCI Shares. The Shareholders and the Company agree that, from time to time and without further consideration, each of them shall execute and deliver such further documents and take such other action as the Company may require more effectively to transfer to and vest in the Company and put the Company in possession of the PCI Shares and all right and interest in the PCI Shares.
6.2 Further Assurances with respect to the Company's Shares. The Shareholders and the Company agree that, from time to time and without further consideration, each of them shall execute and deliver such further documents and take such other action as the Shareholders may require to issue to and vest in the Shareholders all right and interest in the shares of Company capital stock referenced in Section 5.2. above.
Further Covenants of the Parties. INJUNCTION RELIEF
Further Covenants of the Parties. 5.1 Seller covenants that it shall exercise its best efforts to cause Seller to take all action and obtain all necessary consents (including without limitation, any required shareholder approval) and regulatory approvals, to validly transfer the Shares pursuant to this Agreement.
5.2 Seller covenants that between the date of this Agreement and the closing, it will not allow any action that would result in a breach of any representation or warranty in Section 4.
5.3 As part of the consideration to Buyer for the payment of the purchase price and without further payment by him or by the Corporation:
(a) Seller will execute and deliver at the closing their Covenant Not to Compete in the form of attached Ex. A.
(b) Seller will grant to the Corporation the right to use the names “Ableauctions” and “Xxxxxxxxxxxx.xxx” from the closing until August 15, 2003.
(c) Seller will host the Corporation’s website on its server from the closing until June 30, 2003, after which Seller and the Corporation may negotiate a fee for continued hosting.
5.4 Until March 31, 2005, the Corporation will make available to Seller a voicemail box and an office of not more than 300 square feet (at whatever location the Corporation operates from). If Seller wants a telephone line, it may provide one at its own cost.
5.5 To the full extent permitted by applicable law, Seller agrees to defend, indemnify and hold Buyer harmless from any loss, damage, liability, or expenses (including reasonable attorneys fees and costs) imposed upon or incurred by him in connection with, or arising out of the defense or disposition of any action, suit, or other proceeding in which he may be a defendant or with which he may be threatened or otherwise involved, directly of by reason of being or having been a director or officer of Seller, Xxxxxxxxxxxx.xxx (Washington), Inc. or any affiliate of either of them (an “Ableauctions Company”), provided that:
(a) Buyer acted in good faith and in a manner Buyer reasonably believed to be in, or not opposed to, the best interests of the Ableauctions Company; and
(b) in the case of a criminal or administrative action or proceeding, Buyer had no reasonable cause to believe Buyer’s conduct was unlawful. Notwithstanding the foregoing, no indemnification shall be made on behalf of Buyer if a judgement order or other final adjudication establishes that his actions, or omissions to act, were material to the cause of action so adjudicated and constitute:
(a) a violation of the crim...
Further Covenants of the Parties. 8 7.1. Access to Information....................................................................... 8 7.2. Cooperation................................................................................. 8 7.3. Conduct of the Business Pending the Closing................................................. 8 7.4. Use of Packaging Material................................................................... 8 A-1
Further Covenants of the Parties. 4.1 Business in the Ordinary Course. Between the date of this Agreement and the Closing Date, the Company will not, without the written consent of the Purchaser:
(a) issue, or enter into any agreements to issue, any securities of the Company, including without limitation, shares, warrants, options, convertible securities or rights to purchase shares;
(b) redeem, purchase or otherwise acquire or commit to acquire any shares in the capital of the Company;
(c) amend its Charter documents;
(d) effect any subdivision, consolidation or reclassification of any of the shares of the Company;
(e) enter into any Contracts of any nature whatsoever except with the prior written consent of the Purchaser;
(f) purchase or sell any Assets of the Company except inventory bona fide sold in the ordinary course of business to Persons at arm's length to the Company and its directors and officers; and
(g) make any capital expenditure in excess of $25,000.
Further Covenants of the Parties
