Other Agreements and Covenants. 10.1 CMI will not market, sell, service, distribute or train for any product that is competitive with the Products except for CMI's own breath alcohol testing products.
10.2 LFP will not appoint or contract with any breath alcohol instrument competitor of CMI as listed and described on Schedule G attached hereto, as a partner, agent or distributor or in any other capacity for and relating to the marketing, sales or distribution of the Products in the Territory.
10.3 LFP will take all commercially reasonable actions necessary to enforce the terms and provisions of CMI's exclusive distributorship hereunder.
10.4 LFP agrees to refer promptly any inquiries regarding the sale of the Products from Customers in the Territory received by it to CMI. CMI shall refer promptly to LFP any inquiries which CMI may receive from outside of the Territory or from a non-Customer inside the Territory for the purchase of the Products.
10.5 LFP shall maintain product liability insurance covering the Instruments designed or manufactured by LFP and Consumables designed or manufactured by LFP in amounts not less than One Million Dollars ($1,000,000.00). LFP shall promptly procure and maintain in full force and effect at all times during the Term of the Distributorship, with a responsible insurance carrier or carriers acceptable to CMI, at least One Million Dollars ($1,000,000.00) of product liability insurance coverage for bodily injury to one (1) person with respect to the Consumables and the Instruments designed or manufactured by LFP. All of said insurance shall provide for coverage resulting from claims reported during and after the policy period and shall name CMI as an additional insured. LFP shall promptly furnish or cause to be furnished to CMI evidence of the maintenance and renewal of the insurance required herein, including, but not limited to, copies of policies with applicable riders and endorsements, certificates of insurance, and continuing certificates of insurance.
10.6 Subject to Sections 7.2, 7.3 and 7.4 herein, alterations to any Product which LFP deems necessary or desirable, and that does not materially change the performance or user interface of the Products, may be made at any time by LFP, without prior notice to, or consent of, CMI, and such altered Product, upon satisfactorily meeting all Product specifications, shall be deemed fully conforming. In the event of such change in specifications or designs, LFP shall be under no obligation to make such change o...
Other Agreements and Covenants. (a) At all times during the period commencing with the execution and delivery of this Agreement and expiring on the one-year anniversary of the Purchase Agreement, neither Shareholder nor Su shall (i) acquire any additional ordinary shares of the Company (other than shares issued by the Company to Shareholder and/or its Affiliates), to the extent that such acquisition would cause the aggregate holding of ordinary shares in the Company owned by Shareholder and its Affiliates to exceed 34.6% of the total number of issued and outstanding ordinary shares of the Company or (ii) Transfer any of the Subject Shares to a third party (the “Proposed Sale Shares”) unless, as a precondition to such transfer, the Shareholder first notifies the Company in writing at least five days prior to such sale taking effect and the third party agrees in writing to be bound by all of the terms of this Agreement, unless the Company notifies Shareholder in writing that the agreement of the third party to be bound by the terms of this Agreement is not required.
(b) Except as otherwise permitted by this Agreement or by order of a court of competent jurisdiction, neither Shareholder nor Su will commit any act that could restrict or affect Shareholder’s legal power, authority, and right to vote, or direct the voting of, all of the Subject Shares by Shareholder or otherwise prevent or disable Shareholder from performing any of its obligations under this Agreement. Without limiting the generality of the foregoing, except for this Agreement and as otherwise permitted by this Agreement, neither Shareholder nor Su shall (i) enter into any voting agreement with any person or entity with respect to any of the Subject Shares, (ii) grant any person or entity any proxy (revocable or irrevocable) or power of attorney with respect to any of the Subject Shares, (iii) deposit any of the Subject Shares in a voting trust, or (iv) otherwise enter into any agreement or arrangement with any person or entity, in each case set forth in clauses (i) through (iv) herein as would limit or adversely affect Shareholder’s legal power, authority or right to vote the Subject Shares pursuant to Section 2 above.
(c) Shareholder acknowledges that its execution of this Agreement is a material inducement of DHC and the Company to enter into the Purchase Agreement and pay the consideration set forth therein and that DHC and the Company would not have entered into the Purchase Agreement without Shareholder’s commitment to d...
Other Agreements and Covenants. (a) The Company shall not, without the prior written consent of the Investor, (i) use in advertising, publicity, or otherwise the name of the Investor, Xxxxxxx, Xxxxx & Co., or any or their Affiliates, or any partner or employee of any of them, nor any trade name, trademark, trade device, service xxxx, symbol, or any abbreviation, contraction, or simulation thereof owned by the Investor, Xxxxxxx, Xxxxx & Co., or any of their Affiliates, or (ii) represent, directly or indirectly, that any product or any service provided by the Company has been approved or endorsed by the Investor, Xxxxxxx, Sachs & Co., or any of their Affiliates.
(b) The Company hereby grants the Investor, Xxxxxxx, Xxxxx & Co., and their Affiliates permission to use the Company’s name and logo in the Investor’s, Xxxxxxx, Sachs & Co.’s, or their Affiliates’ marketing materials. The Investor, Xxxxxxx, Xxxxx & Co., or their Affiliates, as applicable, shall include a trademark attribution notice giving notice of the Company’s ownership of its trademarks in the marketing materials in which the Company’s name and logo appear.
Other Agreements and Covenants. During the term of this Agreement and the Stock Purchase Agreement, Maltese covenants and agrees not to, and shall cause each of its affiliates and persons or entities acting in concert with it, directly or indirectly, alone or acting in concert with any affiliate, group or other person, not to:
(a) own, acquire, offer or propose to acquire or agree to acquire directly or indirectly, whether by purchase, tender or exchange offer, the beneficial ownership of or the right to vote any such beneficially owned shares of Common Stock or any securities convertible into such stock; provided, however, that such agreement and covenant shall not apply to any shares of Common Stock acquired by Maltese through the acquisition of control of another person or entity (including through a merger or consolidation);
(b) initiate, request, induce, encourage or attempt to induce or give encouragement to any other person to initiate, or otherwise provide assistance to any person who has made or is contemplating making, or enter into discussions or negotiations with respect to, any proposal constituting, or that can reasonably be expected to result in, a Company Transaction Proposal;
(c) solicit proxies (or written consents) or assist or participate in any other way, directly or indirectly, in any solicitation of proxies (or written consents), or otherwise become a “participant” in a “solicitation,” or assist any “participant” in a “solicitation” (as such terms are defined in Rule 14a-1 of Regulation 14A and Instruction 3 of Item 4 of Schedule 14A, respectively, under the Securities Exchange Act of 1934) in opposition to the recommendation or proposal of the Company’s Board of Directors, or recommend or request or induce or attempt to induce any other person to take any such actions, or seek to advise, encourage or influence any other person with respect to the voting of (or the execution of a written consent in respect of) the capital stock of the Company;
(d) participate, by encouragement or otherwise, in any litigation against or derivatively on behalf of the Company, and/or against any of the Company’s officers or directors, acting in such capacity, for any matter relating to, or arising from, directly or indirectly: (i) any and all claims, actions or causes of action, asserted in, or that could have been asserted in, or that may be asserted, in connection with any proxy solicitation whether initiated against or on behalf of Security; (ii) any and all claims, actions or caus...
Other Agreements and Covenants. 61 9.1 Confidentiality................................................. 61
Other Agreements and Covenants. (a) Form D; Blue Sky Filings. The Company agrees to timely file a Form D with respect to the Securities as required under Regulation D, if applicable, and to provide a copy thereof, promptly upon request of the Purchaser. The Company shall take such action as the Company shall reasonably determine is necessary in order to obtain an exemption for, or to qualify the Securities for, sale to the Purchaser at the Closing under applicable securities or “Blue Sky” laws of the states of the United States, and shall provide evidence of such actions promptly upon request of the Purchaser.
Other Agreements and Covenants. The prohibitions against disclosure of Confidential Information that are recited herein are in addition to, and not in lieu of, any rights or remedies available pursuant to the laws of any jurisdiction or common law or judicial precedent, to prevent the disclosure of trade secrets or proprietary information; the enforcement of such rights and remedies pursuant to this Agreement shall not be construed as a waiver of any other rights or available remedies in law or equity outside this Agreement.
Other Agreements and Covenants. Section 6 of the Original Securities Purchase Agreement is hereby amended by adding a new Section 6.5 and Section 6.6 as follows:
Other Agreements and Covenants. In addition to the Agreements set forth herein, the parties hereto agree as follows:
Other Agreements and Covenants. 63 13.1 Confidentiality................................................ 63 13.2 Additional Documents and Further Assurances.................... 63 13.3 Updated Tenant List............................................ 63 ARTICLE
