Parent Obligations. All of the duties and obligations of Administrator to the Group under this Agreement shall be deemed to be the joint and several obligations of Administrator and Parent.
Parent Obligations. Subject to the provisions of Sections 2.01, when the Parent is required to have an effective shelf registration statement in place that shall permit resales by the Holders of Registrable Securities, the Parent shall:
(i) (A) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission a supplement to the related Prospectus to give effect to the sale of the Registrable Securities by the Holders and (B) furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement; provided that before filing such prospectus supplement, the Parent will furnish to each selling Holder, the Holders’ Counsel and the managing underwriter(s), if any, copies of such prospectus supplement proposed to be filed, which will be subject to the reasonable review and comment of such counsel (such review to be conducted with reasonable promptness);
(ii) in the case of a Shelf Demand Offering, or in the case of any Shelf Resale if requested by any of the Holders and to the extent required by law, prepare and file with the Commission such amendments, post-effective amendments and supplements to each Shelf Registration Statement and the Prospectus used in connection therewith as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such Shelf Registration Statement (including the filing of the form of underwriting agreement to be used in connection with a Shelf Demand Offering), and cause the related Prospectus to be supplemented by any prospectus supplement or issuer free writing prospectus as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of the securities covered by such Shelf Registration Statement in accordance with the intended method or methods of distribution by the Holders;
(iii) in connection with any Shelf Demand Offering, use its commercially reasonable efforts to register or qualify or cooperate with the Holders participating in such Shelf Demand Offering, the managing underwriter(s), if any, and their respective counsel in connection with the registration or qualification (or exemption from such registration or qualification) of such Registrable Securities for offer or sale under the securities or “blue sky laws” of such jurisdictions as such Holder or underwriter s...
Parent Obligations. 6.1 The Parent shall ensure that the Student attends the College during Term and as otherwise required and the Parent shall support the endeavours of the College in its provision of Services to the Student.
6.2 The Parent must:
(a) comply with all Regulations that apply to Parents; and
(b) support the College in requiring that the Student complies with the terms of this agreement and the Regulations.
6.3 The parties shall not attempt to detract from the good standing or reputation of the other or seek to embarrass or bring the other into disrepute.
6.4 The Parent warrants that it has and shall keep the College informed of any matter that may affect the education, health or welfare of the Student and any other matters that may be relevant to the care or supervision of the Student when attending the College.
Parent Obligations. (i) Prior to the Effective Time, the Parent shall enter into an exchange agent agreement, in form and substance reasonably satisfactory to the Company (the “Exchange Agreement”), with the Exchange Agent to act as agent for the facilitation of the surrender or transfer of Certificate or Book-Entry Shares formerly representing shares of Company Capital Stock and otherwise to comply with the procedures set forth in this ARTICLE 3.
(ii) At the Effective Time and based on the shareholder registry records of the Company and its transfer agent, as provided by the Company to the Parent:
(1) the Parent shall issue and allot to each Record Holder such number of Parent Common Shares, Parent Series A Preferred Shares, or both, as applicable, as that Record Holder is entitled to receive (either directly or based upon the number of Parent Common Shares to which each Holder on behalf of which such Record Holder holds Company Capital Stock is entitled to receive, as the case might be) as part of the Merger Consideration under ARTICLE 2 and this ARTICLE 3; and
(2) the Parent shall enter into the register of members of the Parent the name and address of each Record Holder in respect of the aggregate number of Parent Common Shares, Parent Series A Preferred Shares, or both, as applicable, issued to such Record Holder under Section 3.1(a)(ii)(1).
(iii) As soon as reasonably practicable following the Effective Time, the Parent shall mail to each Record Holder a holding statement setting forth the aggregate number of Parent Shares issued to such Record Holder under Section 3.1(a)(ii).
Parent Obligations. Parent shall cause the Company to comply with its obligations under the penultimate sentence of Section 1.03(b); Sections 2.02(f) and 2.02(g); the third sentence of Section 2.05(b); Sections 2.05(f), 2.06(b), 3.01, 3.02, and 3.03; the last sentence of Section 3.04; Section 3.05(b); the second sentence of Section 4.01(a); Sections 4.01(b) and 4.01(c); the last sentence of Section 4.03; Sections 5.01, 5.02, 5.03(a), 6.01(c), 6.02, and 7.02(c); and the first sentence of Section 7.03(b). Except as set forth in the foregoing sentence, Parent shall have no obligation or liability under this Agreement.
Parent Obligations. (i) Parent, Buyer and the Company shall use Commercially Reasonable Efforts to achieve the maximum amount of the Milestone Payments. None of Parent, Buyer and the Company shall take any action with the primary intent of avoiding or reducing any of the Milestone Payments.
(ii) Without limiting the generality of Section 2.6(h)(i) above:
(A) to retain the U.S. employees whose function is the sales of the Products (the “Sales Employees”), until December 31, 2018, Parent shall set, or shall cause the Surviving Corporation to set, for each Sales Employee that is a Continuing Employee, the same sales incentive compensation for achievement of target amount, incentives for over-achievement of target amounts and accelerator provisions, as in place immediately prior to the Closing, as set forth on Section 2.6(h)(ii)(A) of the Company Disclosure Letter;
(B) until the second anniversary of the Closing Date, Parent, Buyer and the Company shall ensure that the Sales Employees assigned to the United States market are, dedicated exclusively to the sales and marketing of the Products, provided that such Sales Employees may sell a de minimis amount of other products sold or marketed by Parent or its Affiliates; and
(C) until the second anniversary of the Closing Date, Parent, and its Affiliates shall not acquire or operate any business that develops, produces, markets or sells a Competing Product, provided, that Parent or its Affiliates may acquire such a business solely if the Competing Product of such business is still under development and will not be initially commercialized until the second anniversary of the Closing Date.
(iii) Parent shall have the right, from time to time, to request from the Stockholder Representative waivers or consents to the provisions of this Section 2.6(h). In connection with such requests, Parent shall provide any information reasonably requested by the Stockholder Representative in connection with evaluating such request, and, upon request by the Stockholder Representative, shall make available a Representative of Parent with direct, overall managerial responsibility for the Product to discuss such request. The Stockholder Representative shall consider each such request in good faith and its approval with respect thereto shall not be unreasonably withheld, delayed or conditioned to the extent that the likelihood of achieving any Milestone Payment would not reasonably be expected to be reduced as a result thereof, as determined in the Stockhol...
Parent Obligations. 1.1. The School operates to a regular timetable and it is a contractual obligation on the part of the parent to ensure that the child attends all school days.
1.2. Parents must inform the school in writing of any potential or prolonged absence of the child.
Parent Obligations. Subject to the terms and conditions of this Agreement, during the Transition Period, Parent will, or will cause one of its Subsidiaries to, provide to Hampton the transitional services and assistance (together, the “Transition Services”) set forth on Schedule A hereto.
Parent Obligations. For the period commencing at the Effective Time and ending on the second anniversary thereof, the Parent shall cause to be maintained on behalf of employees of the Company at the Effective Time other than individuals covered by a collective bargaining agreement (the “Company Employees”), considered as a group, compensation opportunities and employee benefits that are substantially comparable, in the aggregate, to the compensation opportunities and employee benefits provided by the Company or its Subsidiaries, as applicable.
Parent Obligations. (a) Parent hereby makes, as of the date hereof, the representations and warranties set forth in Section 5.1 (Organization and Qualification), Section 5.2 (Authority, Due Execution and Binding Effect), Section 5.3 (No Violation; Consents and Approvals; No Conflict), Section 5.4 (Litigation), Section 5.5 (Parent Stock), Section 5.6 (No Parent Stockholder Approval), Section 5.7 (Parent SEC Reports), and Section 5.8 (Parent Financial Statements) as to itself.
(b) Parent acknowledges that it will receive substantial direct and indirect benefits from the Transaction and hereby agrees to duly perform all covenants and agreements of Parent in this Agreement. Each Party acknowledges and agrees that this Section 9.17 is an integral and essential part of the Transaction and no Party would have entered into this Agreement, nor would it have entered into the Ancillary Agreements, without the benefit of Parent’s representations and warranties set forth in this Section 9.17 and covenants and agreements set forth in this Agreement, and each Party has relied on the execution of this Agreement by Parent as set forth on this signature page hereto in that regard.
