Mellon Party Covenant Sample Clauses

Mellon Party Covenant. Except as otherwise provided in this Section 7.1, during the term of this Agreement, the Mellon Parties will not act as an investment adviser, or otherwise sponsor, brand or co-brand, any Competing ETF, nor will any Mellon Party or subsidiary of a Mellon Party act as a subadviser to any Competing ETF to which a Mellon Party or a subsidiary of a Mellon Party has provided seed capital in an amount exceeding the minimum requirement under applicable law. Notwithstanding the foregoing, if the Mellon Parties want to launch a New ETF but the Steering Committee decides not to make such a fund a New ETF and part of the Venture, or the WisdomTree Parties are unable or unwilling to act as Adviser to the potential New ETF, the Mellon Parties will be free to act as an investment adviser or subadviser for, or otherwise sponsor, brand or co-brand, a Competing ETF outside the Venture. In addition, the restriction herein on Competing ETFs shall not apply with respect to any Underperforming ETF. The Mellon Parties will be allowed to independently develop and launch a Competing ETF that has an investment strategy identical to the Underperforming ETF. The restrictions herein shall not be construed to prohibit any Mellon Party from acting as a subadviser to a Competing ETF that is not branded or co-branded by such Mellon Party, so long as a Mellon Party or a subsidiary of a Mellon Party does not provide seed capital to such Competing ETF. For the avoidance of doubt, a Mellon Party shall not be deemed to have co-branded a Competing ETF with a brand containing the name “Mellon” or “Dreyfus,” if the name is used as part of the name that an Affiliate of the Mellon Parties (other than a subsidiary of the Mellon Parties) uses in the ordinary course of its business.
Sample 1
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Related to Mellon Party Covenant

  • Seller Covenants Seller covenants and agrees as follows:

  • Entity Covenants SECTION 6.1. SINGLE PURPOSE ENTITY/SEPARATENESS SECTION 6.2. CHANGE OF NAME, IDENTITY OR STRUCTURE SECTION 6.3. BUSINESS AND OPERATIONS SECTION 6.4. INDEPENDENT DIRECTOR

  • Liquidity Covenant Borrower shall at all times maintain in a Collateral Account subject to a Control Agreement in favor of Collateral Agent a cash balance of not less than an amount equal to the greater of (i) the Minimum Cash Amount or (ii) the sum of (a) One Million Five Hundred Thousand Dollars ($1,500,000), plus (b) an amount equal to the Capital Lease Adjustment in effect at any time.

  • Purchaser Covenants Purchaser shall have performed and complied in all material respects with all agreements and covenants required to be performed and complied with by Purchaser under this Agreement at or prior to the Closing Date; and

  • Confidentiality Covenant You acknowledge that your employment by the Company (which, for purposes of this Section 9 shall mean AOL Time Warner Inc. and its affiliates) will, throughout the term of employment, bring you into close contact with many confidential affairs of the Company, including information about costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, technical processes and other business affairs and methods and other information not readily available to the public, and plans for future development. You further acknowledge that the services to be performed under this Agreement are of a special, unique, unusual, extraordinary and intellectual character. You further acknowledge that the business of the Company is international in scope, that its products and services are marketed throughout the world, that the Company competes in nearly all of its business activities with other entities that are or could be located in nearly any part of the world and that the nature of your services, position and expertise are such that you are capable of competing with the Company from nearly any location in the world. In recognition of the foregoing, you covenant and agree:

  • Company Covenants Until all of Company’s obligations (other than contingent and indemnification obligations) under all of the Transaction Documents are paid in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: (i) so long as the Interest is outstanding and for at least twenty (20) Business Days (as defined in the Interest) thereafter, Company will timely file on the applicable deadline (including any extensions thereof) all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 Act that would otherwise impact the availability of Rule 144 of the 1933 Act, and will take all reasonable action under its control to ensure that adequate current public information with respect to Company, as required in accordance with Rule 144 of the 1933 Act, is publicly available, and until a Fundamental Transaction (as defined in the Interest) will not terminate its status as an issuer required to file reports under the 1934 Act even if the 1934 Act or the rules and regulations thereunder would permit such termination; (ii) until a Fundamental Transaction, the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) until a Fundamental Transaction, trading in Company’s Common Stock will not be suspended, halted, chilled, frozen, reach zero bid or otherwise cease on Company’s principal trading market; (iv) unless an acquiring party specifically agrees to assume all rights and obligations associated with the Interest and, in Investor’s discretion is capable of fulfilling such obligations, Company may not consummate any sale or liquidation of all or substantially all of its business or any material asset outside the ordinary course of business without the prior written consent of Investor; (v) Company will not grant a security or royalty interest in any of the Included Products (as defined in the Interest) for the primary purpose of raising capital without Investor’s prior written consent, which for the avoidance of doubt, shall exclude any of the Included Products with one or more business development partners in connection with a licensing transaction or collaboration; and (vi) for so long as the Interest remains outstanding, Company shall deliver to Investor quarterly reports summarizing all Included Products revenues and Net Sales (as defined in the Interest) and shall further hold with Investor a quarterly call with Company’s management to discuss such report, provided that Company will not disclose any material non-public information to Investor without Investor’s prior written consent.

  • Pledgor’s Covenants The Pledgor represents, covenants and warrants that unless compliance is waived by the Bank in writing:

  • Guarantor Covenants Each Guarantor shall take such action as the Borrower is required by this Agreement to cause such Guarantor to take, and shall refrain from taking such action as the Borrower is required by this Agreement to prohibit such Guarantor from taking.

  • BORROWER COVENANTS Borrower covenants and agrees that:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

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