Obligations of the Parent. In connection with its obligations under this Section 4.2, the Parent shall:
(i) prepare and file with the Commission the registration statements with respect to the Registrable Securities in accordance with the terms of this Agreement and use its commercially reasonable efforts to cause such registration statements to become effective and keep such registration statements effective until the distribution contemplated in such registration statements has been completed and as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such registration statements;
(ii) prepare and file with the Commission such amendments and supplements to such registration statements, and the prospectus used in connection with such registration statements, as may be necessary to comply with the Securities Act in order to enable the disposition of all securities covered by such registration statement;
(iii) furnish to the Investor such numbers of copies of a prospectus, including a preliminary prospectus, as required by the Securities Act, and such other documents as the Investor may reasonably request in order to facilitate its disposition of its Registrable Securities;
(iv) use its commercially reasonable efforts to register and qualify the securities covered by such registration statements under such other securities or blue-sky laws of such jurisdictions as shall be reasonably requested by the Investor; provided that the Parent shall not be required to qualify to do business or to file a general consent to service of process in any such states or jurisdictions, unless the Parent is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(v) in the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the underwriter(s) of such offering;
(vi) use its commercially reasonable efforts to cause all such Registrable Securities covered by such registration statements to be listed on a national securities exchange or trading system and each securities exchange and trading system (if any) on which similar securities issued by the Parent are then listed;
(vii) provide a transfer agent and registrar for all Registrable Securities registered pursuant to this Agreement and provide a CUSIP number for all such Registrable Securities, in each case not later than the effective dat...
Obligations of the Parent. 1. The Parent already reports particulars of a medical nature or in the development of the child with the registration.
2. The Parent sees to it that the Proprietor disposes of all data that are important to the availability of the Parent.
3. The Parent observes the rules that are applicable in the Child Centre.
4. The Parent refrains from each and every act that encumbers the implementation of the Agreement on the part of the Proprietor and sees to it that his/her child also refrains from the same.
5. The Parent drops off and picks up the child in a timely fashion and provides for compliance with this obligation by those who drop off and pick up the child on his/her behalf.
6. The Proprietor establishes the authority of others than the Parents to pick up the child from the Childcare In Writing, if so requested by the Parent.
7. The Parent pays the Proprietor in conformity with the relevant stipulated arrangements and within the payment term, at least bears responsibility for the same.
Obligations of the Parent. Whenever this Agreement requires a Subsidiary of the Parent to take any action, such requirement shall be deemed to include an undertaking on the part of the Parent to cause such Subsidiary to take such action.
Obligations of the Parent. Whenever this Agreement requires a Subsidiary of either the Company or Xxxxxxxx to take any action, such requirement shall be deemed to include an undertaking on the part of the Company, or Xxxxxxxx, respectively, to cause such Subsidiary to take such action. For purposes of this Agreement, the term "Subsidiary" shall mean, when used with reference to any party hereto, any corporation or other entity of which such party or any other subsidiary of such party directly or indirectly (i) is a general or managing partner or managing member, (ii) owns (A) a majority of the outstanding voting securities or interests of which, having by their terms ordinary voting power to elect a majority of the board of directors or others performing similar functions with respect to such corporation or other entity or (B) securities in such corporation or entity which grant such party or its subsidiary the right to perform or approve management functions of such corporation or entity or (iii) owns more than fifty percent (50%) of the value of the outstanding equity securities or interests (including membership interests) of which are owned directly or indirectly by such party.
Obligations of the Parent. (1) Parent shall make available the latest versions of the Reseller Master Agreement, and the Reseller Product Agreement Extensions in the Reseller Control Panel.
(2) Parent will notify the Reseller via email whenever newer versions of any Reseller Master Agreement or Reseller Product Agreement Extensions are posted in the Reseller Control Panel.
Obligations of the Parent. Each and every representation, warranty, covenant, agreement and other obligation of the Company made in this Agreement or to be made pursuant to this Agreement is hereby deemed to be and is hereby made jointly and severally by the Parent together with the Company, as direct, joint and several representations, warranties, covenants and agreements of the Parent and the Company. All provisions in this Agreement applicable to or referring to the Company shall also be applicable and shall be deemed to refer also to the Parent, mutatis mutandis. For greater certainty, the Parent is not the surety nor guarantor of the Company with respect to this Agreement but a direct, joint and several obligor to and in favour of the Consultant.
Obligations of the Parent. (1) The Distribution shall have been approved by Board of Directors of the Parent;
(2) The Registration Statement shall have been filed with the SEC and shall have become effective, and no stop order with respect thereto shall be in effect;
(3) All material authorizations, consents, approvals and clearances of federal, state, local and foreign governmental agencies required to permit the valid consummation by the parties hereto of the transactions contemplated by this Agreement shall have been obtained; and all statutory requirements for such valid consummation shall have been fulfilled.
(4) No preliminary or permanent injunction or other order, decree or ruling issued by a court of competent jurisdiction or by a government, regulatory or administrative agency or commission, and no statute, rule, regulation or executive order promulgated or enacted by any governmental authority, shall be in effect preventing the consummation of the Distribution;
(5) The foregoing conditions are for the sole benefit of the Parent and shall not give rise to any duty on the part of the Parent or its Board of Directors to waive or not waive any such condition. Any determination made by the Board of Directors of the Parent in good faith on or prior to the Distribution Date concerning the satisfaction or waiver of any or all of the conditions set forth in this Agreement shall be conclusive.
Obligations of the Parent. From and after the Closing Date, the Parent shall indemnify, defend and hold harmless the Advisors and the Equityholders from and against any Losses which they may suffer, incur, or sustain arising out of, attributable to or resulting from any inaccuracy in or breach or nonperformance of any of the representations, warranties, covenants or agreements made by the Parent in or pursuant to this Agreement or any Related Agreement prior to the Closing (it being agreed that solely for purposes of establishing whether any matter is indemnifiable pursuant to this Section 8.2, no effect shall be given to any qualification regarding knowledge, materiality, Material Adverse Effect or Parent Material Adverse Effect.
Obligations of the Parent. Other conditions
Obligations of the Parent. Notwithstanding the foregoing, in the event that within six (6) months following the date of this Agreement, Parent issues any of its securities in a private placement, and the lock-up obligations agreed with the purchasers of such securities are more favorable to such purchasers (compared to the lock-up obligations agreed to by the Stockholders, as set forth under Section 2 above) then the lock-up obligations imposed on the Stockholders shall be automatically amended to be equal to those agreed with such new purchasers.
