Xxxxxxx Covenants. Until all of Company’s obligations under all of the Transaction Documents are paid and performed in full, or within the timeframes otherwise specifically set forth below, Company will at all times comply with the following covenants: so long as Investor beneficially owns any of the Securities and for at least twenty (20) Trading Days (as defined in the Note) thereafter, Company will timely file on the applicable deadline all reports required to be filed with OTC Markets to maintain the OTC Pink Current Information listing status 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; the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, (d) OTCQB, or (e) OTC Pink Current Information; when issued, the Conversion Shares and the Warrant Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; 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; Company will not transfer, assign, sell, pledge, hypothecate or otherwise alienate or encumber the Investor Notes in any way without the prior written consent of Investor, which consent may be given or withheld in Investor’s sole and absolute discretion; Company will not have any Variable Security Holders (as defined below), excluding Investor, without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole and absolute discretion; at Closing and on the first day of each calendar month for so long as the Note remains outstanding or on any other date during which the Note is outstanding, as may be requested by Investor, Company shall cause its Chief Executive Officer to provide to Investor a certificate in substantially the form attached hereto as 0 (the “Officer’s Certificate”) certifying in his personal capacity and in his capacity as Chief Executive Officer of Company the number of Variable Security Holders of Company as of the date the applicable Officer’s Certificate is executed; and Company will not sell or issue any Common Stock pursuant to a Regulation A or Regulation A+ offering at any time without Investor’s prior written consent, which consent may be granted or withheld in Investor’s sole a...
Xxxxxxx Covenants. During the Term of this Agreement, Xxxxxxx covenants and agrees:
(a) not to perform any act or permit the commission of any act that would adversely affect the primary transportation purposes of the U.S. Route 302 corridor or otherwise violate any term and/or condition of the DOT License Agreement;
(b) not to perform any act or permit the commission of any act that would adversely affect the public use and parking associated with the operation of the boat launch ramp or otherwise violate any term and/or condition of the IF&W Lease Agreement;
(c) not to perform any act or permit the commission of any act that is unlawful or contrary to any federal, state, and/or municipal laws and regulations in force at the time of this Agreement or any time in the future;
(d) not to charge any user-related fees for use of the Premises by members of the public;
(e) to comply with the Town’s requirements for employment as set forth in the Town’s Personnel Policy, including performing successful criminal background checks, performing standard drug and alcohol testing and implementing harassment policies, for all individuals who will be working for or on behalf of Xxxxxxx on the Premises.
Xxxxxxx Covenants. Lessor covenants and agrees as follows:
A. To warrant and defend Xxxxxx in the enjoyment and peaceful possession of the Leased Premises during the aforesaid term.
B. If the Leased Premises are destroyed or so damaged by fire, casualty, or other disaster that they become untenantable, Lessor will have the right to render the Leased Premises tenantable by repairs within Ninety (90) days from the date of damage with reasonable additional time, if necessary, for Lessor to adjust the loss with insurance companies insuring the Leased Premises, or for any other delay occasioned by conditions beyond the control of Lessor. If the Leased Premises are not rendered tenantable within that time, Lessor will have the right to terminate this Lease by written notice to Xxxxxx.
C. To maintain the structure of the building, including but not limited to the roof, exterior walls, floors and foundation.
D. At Lessor’s expense, Lessor shall perform all major repairs to the heating and air- conditioning equipment/system and septic or sewer system, which are not due to Lessee’s negligence and/or failure to keep the heating and air-conditioning and septic or sewer system in good operating condition.
Xxxxxxx Covenants. Xxxxxx covenants and agrees as follows:
Xxxxxxx Covenants. As a result of the relationship created further to this Agreement, upon the execution of this Agreement by both Parties, the Company agrees to, and will, place Executive in a position of special trust, and it will provide Executive with: (a) Confidential Information (which includes trade secrets) and access to such information; (b) specialized training, which may include self-study materials, on-line training, on the job training, and instruction as to Company’s products, services, business relationships, and methods of operation; and (c) goodwill support such as expense reimbursements in accordance with Company’s policies, Confidential Information related to Company’s current and prospective clients, customers, business associates, vendors, and suppliers, and contact and relationships with current and potential clients, customers, business associates, vendors, and suppliers to help Executive develop goodwill for the Company. The foregoing is not contingent on Executive’s continued employment for any length of time, but is contingent on Executive’s full compliance with the restrictions in Section 13.
Xxxxxxx Covenants. (a) Xxxxxx covenants to Radius that:
(i) it has the full power and right to enter into this Agreement, and that there are no outstanding agreements, assignments, licenses, encumbrances or rights of any kind held by other parties, private or public, that are inconsistent with the provisions of this Agreement;
(ii) the execution and delivery of this Agreement by Xxxxxx has been authorized by all requisite corporate action, and that this Agreement is and will remain a valid and binding obligation of Xxxxxx, enforceable in accordance with its terms, subject to German laws of general application relating to bankruptcy, insolvency and the relief of debtors;
(iii) the Services shall be performed with requisite care, skill and diligence, in accordance with Applicable Xxxxxx Law and the German pharmaceutical industry standards, and by individuals who are appropriately trained and qualified;
(iv) [*];
(v) to its knowledge, the conduct and the provision of the Services will not violate any patent, trade secret or other proprietary or intellectual property rights of any third party, and that Xxxxxx shall, without undue delay, notify Radius in writing should Xxxxxx become aware of any claims asserting such violation;
(vi) Xxxxxx shall not knowingly use or incorporate any invention, discovery, technology, know-how and/or other intellectual property that is not owned by Xxxxxx or its Affiliates, or licensed by Xxxxxx or its Affiliates, for use in the performance of the Services as contemplated herein, without the prior written consent of Radius;
(vii) at the time of delivery to Radius, the Finished Product:
(x) shall have been Manufactured in accordance with the Standard;
(y) shall not be adulterated or misbranded under the FDCA or other Applicable Law;
Xxxxxxx Covenants. So long as Investor owns any of the Securities, Company will at all times comply with the following covenants: (i) Company will timely file on the applicable deadline (or as timely extended in accordance with SEC rules and regulations applicable to reporting deadline extensions) all reports required to be filed with the SEC pursuant to Sections 13 or 15(d) of the 1934 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 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) the Common Stock shall be listed or quoted for trading on any of (a) NYSE, (b) NASDAQ, (c) OTCQX, or (d) OTCQB; (iii) when issued, the Conversion Shares and the Origination Shares will be duly authorized, validly issued, fully paid for and non-assessable, free and clear of all liens, claims, charges and encumbrances; and (iv) 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 for a period of more than five (5) consecutive Trading Days.
Xxxxxxx Covenants. Xxxxxx warrants, represents and undertakes to the Purchaser and also as a separate covenant to the Company:
Xxxxxxx Covenants. From and after the Closing Date and continuing so long as any amount remains unpaid on any Note:
Xxxxxxx Covenants. [**].
(a) Until [**] under this Agreement, for so long as [**] and (ii) [**] under this Agreement [**], neither Xxxxxxx nor its Affiliates will [**] Mersana.
(b) During [**], for so long as (i) [**] and (ii) [**] under this Agreement [**], neither Xxxxxxx nor its Affiliates will [**] Mersana.
