Common use of Purchaser Covenants Clause in Contracts

Purchaser Covenants. (i) During the period commencing on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”), other than as permitted by this Agreement or otherwise agreed to in writing by the Seller, the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) manufacture, promote or sell any Restricted Caps Products anywhere in the world, whether under the Purchaser’s label or any other Person’s label (the “Restricted Caps Activities”); or (B) own, manage or control another Person who, or participate in a partnership, joint venture or similar arrangement which, undertakes or conducts any Restricted Caps Activities; provided, however, that nothing in this Section 5.7(a)(i) shall prevent the Purchaser or its Affiliates from (x) participating only as a distributor in the sale of any Restricted Caps Product, (y) using of any Restricted Caps Product in the Purchaser’s “kits” business or (z) being the holder or beneficial owner by way of bona fide investment purposes only of any securities in any Person carrying on any Restricted Caps Activities which is listed or traded on any recognized stock exchange, regulated market or trading facility; provided, however that the Purchaser and its Affiliates do not hold or are not beneficially interested in more than a total of 5.00% of the equity securities in such listed Person; and provided, further, that the Purchaser and its Affiliates do not have, directly or indirectly, any management functions or any material influence in such listed Person. (ii) Unless otherwise agreed to in writing by the Seller, during the period commencing on the Closing Date and ending on the 18 month anniversary of the Closing Date (the “Non-Solicitation Period”), the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) hire, or knowingly encourage the hiring of, any Protected Seller Employee; (B) solicit, induce or attempt to persuade any Protected Seller Employees to terminate their employment relationship with any member of the Seller Group or their respective Affiliates; provided, however that, nothing in this Section 5.7(a)(ii) shall prevent the Purchaser or its Affiliates from (x) taking any of the actions described in clauses (A) and (B) with respect to any Protected Seller Employee whose employment relationship with the Seller Group or their respective Affiliates was terminated by the Seller Group or their respective Affiliates at least six (6) months prior to the actions described in clauses (A) and (B) or (y) engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not specifically targeted towards any employees of the Seller Group or their respective Affiliates.

Purchaser Covenants. (i) During 10.01. Pre-Closing Date. Purchaser covenants that between the period commencing on date hereof and the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”)Date, other than except as permitted contemplated by this Agreement or otherwise agreed to in writing by with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed: (a) Within ten (10) days after the date of this Agreement advise Seller of its objections to any UCC Search Reports, title report or title insurance commitment and/or survey of the Hospital Condominium Unit which Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) manufacture, promote or sell any Restricted Caps Products anywhere in the world, whether under the Purchaser’s label or any other Person’s label (the “Restricted Caps Activities”); or (B) own, manage or control another Person who, or participate in a partnership, joint venture or similar arrangement which, undertakes or conducts any Restricted Caps Activitiesmay elect to obtain; provided, however, that nothing Purchaser shall not have the right to object to any of the Permitted Exceptions. If Seller refuses to correct some or all of the title, survey or lien defects objected to by Purchaser within the time period reflected in this Section 5.7(a)(iParagraph 9.01(o) shall prevent the or to give Purchaser or its Affiliates from (x) participating only as a distributor in the sale of any Restricted Caps Product, (y) using of any Restricted Caps Product in the Purchaser’s “kits” business or (z) being the holder or beneficial owner by way of bona fide investment purposes only of any securities in any Person carrying on any Restricted Caps Activities which is listed or traded on any recognized stock exchange, regulated market or trading facility; provided, however reasonable assurances that the Purchaser and its Affiliates do not hold or are not beneficially interested in more than a total of 5.00% same will be corrected as of the equity securities Closing Date, Purchaser shall have ten (10) days to advise Seller of its decision to close, notwithstanding the defects, or of its election to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder. If Purchaser does not give notice of termination within this ten (10) day period, it will be deemed to have waived its objections and to have accepted such listed Person; and providedtitle, further, that the Purchaser and its Affiliates do not have, directly survey or indirectly, any management functions or any material influence in such listed Personlien defects. (iib) Purchaser will proceed with all due diligence to obtain the Third Party Consents and Regulatory Approvals for which it is responsible under the terms hereof; and (c) Unless otherwise agreed specifically prohibited by law, Purchaser will use its best efforts to cause all of the conditions to Closing set forth in writing by Paragraphs 12.01 and 12.02 which are within its control to be satisfied prior to the Seller, during the period commencing on the Outside Closing Date and ending on Purchaser will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the 18 month anniversary consummation of the Closing Date (the “Non-Solicitation Period”), the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) hire, or knowingly encourage the hiring of, any Protected Seller Employee; (B) solicit, induce or attempt to persuade any Protected Seller Employees to terminate their employment relationship with any member of the Seller Group or their respective Affiliates; provided, however that, nothing in transactions contemplated by this Section 5.7(a)(ii) shall prevent the Purchaser or its Affiliates from (x) taking any of the actions described in clauses (A) and (B) with respect to any Protected Seller Employee whose employment relationship with the Seller Group or their respective Affiliates was terminated by the Seller Group or their respective Affiliates at least six (6) months prior to the actions described in clauses (A) and (B) or (y) engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not specifically targeted towards any employees of the Seller Group or their respective AffiliatesAgreement.

Purchaser Covenants. Notwithstanding anything else contained in this Agreement, following the applicable Closing Date and until such date that no indebtedness remains outstanding under the Financing Agreement, the Purchaser shall not acquire any securities of the Company which would result in it or any “group” (within the meaning of Section 13(d)(3) of the Exchange Act) of which it is a member owning more than thirty-three percent (33%) of the aggregate outstanding voting power of the Equity Interests (as defined in the Financing Agreement) of the Company without the prior written consent of the Company (the “Financing Agreement Threshold”); provided, that, subject to the following sentence and the express provisions of the PIPE Warrants, in no event shall this Section 6(f) prevent any Purchaser from acquiring any PIPE Securities pursuant to this Agreement or any PIPE Warrant Shares pursuant to the exercise of the PIPE Warrants. The Purchaser acknowledges and agrees that (i) During the period commencing on the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”), other than as permitted by this Agreement or otherwise agreed to in writing by the Seller, the Purchaser will notit may not exercise PIPE Warrants, and will cause its Affiliates such warrants shall be deemed to not tobe exercisable, directly to the extent that if such warrants were exercisable then the Financing Agreement Threshold would be met or indirectlyexceeded, (A) manufacture, promote or sell any Restricted Caps Products anywhere in the world, whether under the Purchaser’s label or any other Person’s label (the “Restricted Caps Activities”); or (B) own, manage or control another Person who, or participate in a partnership, joint venture or similar arrangement which, undertakes or conducts any Restricted Caps Activities; provided, however, that nothing in this Section 5.7(a)(i) shall prevent the Purchaser or its Affiliates from (x) participating only as a distributor in the sale of any Restricted Caps Product, (y) using of any Restricted Caps Product in the Purchaser’s “kits” business or (z) being the holder or beneficial owner by way of bona fide investment purposes only of any securities in any Person carrying on any Restricted Caps Activities which is listed or traded on any recognized stock exchange, regulated market or trading facility; provided, however that the Purchaser and its Affiliates do not hold or are not beneficially interested in more than a total of 5.00% of the equity securities in such listed Person; and provided, further, that the Purchaser and its Affiliates do not have, directly or indirectly, any management functions or any material influence in such listed Person. (ii) Unless otherwise agreed the PIPE Warrants to which the limitation set forth in writing the foregoing clause (i) apply shall be, first, any $20 PIPE Warrants held by the SellerPurchaser and/or its Affiliates, during and then, solely to the period commencing on the Closing Date and ending on the extent necessary, any $18 month anniversary of the Closing Date (the “Non-Solicitation Period”), PIPE Warrants held by the Purchaser will notand/or its Affiliates, and will cause then, solely to the extent necessary, any $15 PIPE Warrants held by the Purchaser and/or its Affiliates not to, directly or indirectlyAffiliates, (Aiii) hire, or knowingly encourage the hiring of, any Protected Seller Employee; limitation on exercisability set forth in the foregoing clause (B) solicit, induce or attempt to persuade any Protected Seller Employees to terminate their employment relationship with any member of the Seller Group or their respective Affiliates; provided, however that, nothing in this Section 5.7(a)(iii) shall prevent apply until the Purchaser date that is 61 days after the Financing Agreement is terminated and all amounts thereunder are fully paid and discharged or its Affiliates from (x) taking such earlier date as any of required consent or waiver under the actions described in clauses (A) Financing Agreement is obtained, and (Biv) with respect the Company may instruct its transfer agent or warrant agent, as applicable, to any Protected Seller Employee whose employment relationship with the Seller Group apply restrictive legends or their respective Affiliates was terminated by the Seller Group or their respective Affiliates at least six (6) months prior similar restrictions to the actions described in clauses (A) and (B) or (y) engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not specifically targeted towards any employees of the Seller Group or their respective Affiliatesenforce this covenant.

Purchaser Covenants. (i) During 10.01. Pre-Closing Date. Purchaser covenants that between the period commencing on date hereof and the Closing Date and ending on the third anniversary of the Closing Date (the “Restricted Period”)Date, other than except as permitted contemplated by this Agreement or otherwise agreed to in writing by with the consent of Seller, which consent shall not be unreasonably withheld, conditioned or delayed: (a) Within ten (10) days after the date of this Agreement advise Seller of its objections to any UCC Search Reports, title report or title insurance commitment and/or survey of the Hospital Real Property and the Hospital which Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) manufacture, promote or sell any Restricted Caps Products anywhere in the world, whether under the Purchaser’s label or any other Person’s label (the “Restricted Caps Activities”); or (B) own, manage or control another Person who, or participate in a partnership, joint venture or similar arrangement which, undertakes or conducts any Restricted Caps Activitiesmay elect to obtain; provided, however, that nothing Purchaser shall not have the right to object to any of the Permitted Exceptions. If Seller refuses to correct some or all of the title, survey or lien defects objected to by Purchaser within the time period reflected in this Section 5.7(a)(iParagraph 9.01(o) shall prevent the or to give Purchaser or its Affiliates from (x) participating only as a distributor in the sale of any Restricted Caps Product, (y) using of any Restricted Caps Product in the Purchaser’s “kits” business or (z) being the holder or beneficial owner by way of bona fide investment purposes only of any securities in any Person carrying on any Restricted Caps Activities which is listed or traded on any recognized stock exchange, regulated market or trading facility; provided, however reasonable assurances that the Purchaser and its Affiliates do not hold or are not beneficially interested in more than a total of 5.00% same will be corrected as of the equity securities Closing Date, Purchaser shall have ten (10) days to advise Seller of its decision to close, notwithstanding the defects, or of its election to terminate this Agreement, in which case neither party shall have any further rights or obligations hereunder. If Purchaser does not give notice of termination within this ten (10) day period, it will be deemed to have waived its objections and to have accepted such listed Person; and providedtitle, further, that the Purchaser and its Affiliates do not have, directly survey or indirectly, any management functions or any material influence in such listed Personlien defects. (iib) Purchaser will proceed with all due diligence to obtain the Third Party Consents and Regulatory Approvals for which it is responsible under the terms hereof; and (c) Unless otherwise agreed specifically prohibited by law, Purchaser will use its best efforts to cause all of the conditions to Closing set forth in writing by Paragraphs 12.01 and 12.02 which are within its control to be satisfied prior to the Seller, during the period commencing on the Outside Closing Date and ending on Purchaser will not take any action inconsistent with its obligations under this Agreement or which could hinder or delay the 18 month anniversary consummation of the Closing Date (the “Non-Solicitation Period”), the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) hire, or knowingly encourage the hiring of, any Protected Seller Employee; (B) solicit, induce or attempt to persuade any Protected Seller Employees to terminate their employment relationship with any member of the Seller Group or their respective Affiliates; provided, however that, nothing in transactions contemplated by this Section 5.7(a)(ii) shall prevent the Purchaser or its Affiliates from (x) taking any of the actions described in clauses (A) and (B) with respect to any Protected Seller Employee whose employment relationship with the Seller Group or their respective Affiliates was terminated by the Seller Group or their respective Affiliates at least six (6) months prior to the actions described in clauses (A) and (B) or (y) engaging in general media advertising or solicitation that may be targeted to a particular geographic or technical area but that is not specifically targeted towards any employees of the Seller Group or their respective AffiliatesAgreement.

Purchaser Covenants. 7.1 The Purchaser hereby covenants with the Vendor and Xxxxx (which covenants shall survive closing) that: (a) from and including the date of this Agreement through to and including the Time of Closing, permit the Vendor and Xxxxx themselves and through their authorized agents and representatives (collectively the "Vendors' Representatives") at their own cost, full access to the Purchaser's property, books and records including, without limitation, all of the assets, contracts and minute books of the Purchaser, so as to permit the Vendors' Representatives to make such investigation (the "Vendors' Investigation") of the Purchaser as the Vendor and Xxxxx xxxx necessary; (b) use its best efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder on or before the 30th day of September, 1999; (c) from and including the date of this Agreement through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of the Purchaser contained in this Agreement or any certificates or documents delivered by it pursuant to this Agreement remain true and correct; (d) on or before the Time of Closing, the Purchaser shall seek all required shareholder and regulatory approvals to: (i) During consolidate its share capital on a two old for one new basis such that after the period commencing on the Closing Date and ending on the third anniversary consolidation there will be approximately 7,959,000 common shares of the Closing Date (Purchaser issued and outstanding not including the “Restricted Period”), other than as permitted by this Agreement or otherwise agreed to in writing by the Seller, the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) manufacture, promote or sell any Restricted Caps Products anywhere in the world, whether under the Purchaser’s label or any other Person’s label (the “Restricted Caps Activities”); or (B) own, manage or control another Person who, or participate in a partnership, joint venture or similar arrangement which, undertakes or conducts any Restricted Caps Activities; provided, however, that nothing in this Section 5.7(a)(i) shall prevent the Purchaser or its Affiliates from (x) participating only as a distributor in the sale of any Restricted Caps Product, (y) using of any Restricted Caps Product in the Purchaser’s “kits” business or (z) being the holder or beneficial owner by way of bona fide investment purposes only of any securities in any Person carrying on any Restricted Caps Activities which is listed or traded on any recognized stock exchange, regulated market or trading facility; provided, however that the Purchaser and its Affiliates do not hold or are not beneficially interested in more than a total of 5.00% of the equity securities in such listed Person; and provided, further, that the Purchaser and its Affiliates do not have, directly or indirectly, any management functions or any material influence in such listed Person.Purchase Shares; (ii) Unless otherwise agreed to in writing by change the Seller, during the period commencing on the Closing Date and ending on the 18 month anniversary name of the Closing Date Purchaser to "xxxxxxxxxxx.xxx inc."; (iii) implement an incentive stock option plan (the “Non-Solicitation Period”"Option Plan"), which Option Plan shall provide for the reservation for issuance of up to 20% of the issued and outstanding share capital of the Purchaser will not, and will cause its Affiliates not to, directly or indirectly, (A) hire, or knowingly encourage the hiring of, any Protected Seller Employee; (B) solicit, induce or attempt to persuade any Protected Seller Employees to terminate their employment relationship with any member of the Seller Group or their respective Affiliates; provided, however that, nothing in this Section 5.7(a)(ii) shall prevent the Purchaser or its Affiliates from (x) taking any of the actions described in clauses (A) and (B) with respect to any Protected Seller Employee whose employment relationship with the Seller Group or their respective Affiliates was terminated by the Seller Group or their respective Affiliates at least six (6) months prior to the actions described in clauses (A) and (B) or (y) engaging in general media advertising or solicitation that may be targeted to on a particular geographic or technical area but that is not specifically targeted towards any employees of the Seller Group or their respective Affiliates.post-consolidated