Additional Covenant Sample Clauses

Additional Covenant. Immediately after the effective date of this Note, Maker shall recall all units of Maker's Tangential Flow Filtration ("TFF") devices, and all specifications, diagrams, description or other information relating to such TFF devices, or any similar device, from all third parties who may currently have any of the foregoing. Maker will take all necessary steps to ensure that such recall is effective as quickly as possible, and in no event later than fifteen (15) days after the effective date hereof. Until the later of the expiration of the Standstill Period (as defined in Section 13 below) or the date on which this Note has been discharged in full, Maker shall not sell, license, loan or otherwise in any way transfer or distribute Maker's Tangential Flow Filtration ("TFF") devices or any similar device, or any specifications, diagrams, description or other information about the TFF devices, to any third party, or commit or promise or enter into any understanding of any kind, direct or indirect, contingent or otherwise, to do any of the foregoing in regard to Maker's TFF devices or any similar device, without the prior written consent of Holder in each case.

Additional Covenant. The following additional covenant shall apply with respect to the Notes so long as any of the Notes remain Outstanding:

Additional Covenant. The covenant contained in this Section 4.01 shall apply to the Notes only and not to any other series of Securities issued under the Indenture, and is being included solely for the benefit of the Notes and the Holders thereof. This covenant shall be effective only for so long as there remain Outstanding any Notes.

Additional Covenant. Solely with respect to the Guarantees of the Notes by the Subsidiary Guarantors, clause (i) of Section 208 of the Indenture shall be deemed to read in its entirety as follows: (i) at substantially the same time as its Guarantee of the Securities is terminated, the relevant Guarantor is, or has been, released from its guarantee of the Senior Facility Agreement and the 2010 Senior Facility Agreement, or is no longer a guarantor under either the Senior Facility Agreement or the 2010 Senior Facility Agreement and”

Additional Covenant. The Company hereby further covenants and agrees that the amount of the Series E Preferred Stock and Series E-1 Preferred Stock remaining after the redemptions as contemplated in Section 1(a) of the 2021 Limited Consent, Waiver and Amendment Agreement, shall be converted to secured debt to the extent that all or any portion of the PPP Loans (as defined below) are forgiven at any time on or after the 2021 Amendment Effective Date, which conversion (each such conversion is referred to herein as the “Debt Conversion”) shall be effected by the redemption of such Preferred Stock by issuance and delivery by Company of a new Senior Note to the Purchaser, substantially in the form of the Second Amended and Restated Note, duly executed and issued by Company to Purchaser pursuant to the Purchase Agreement and otherwise in form and substance satisfactory to Purchaser. In connection with and furtherance of any Debt Conversion required pursuant to this Section, the Company covenants and agrees that (a) the Company shall pay to the Purchaser in cash any and all accrued and unpaid dividends in respect of any shares of Series E Preferred Stock and Series E-1 Preferred Stock which is the subject of such Debt Conversion, (b) the Company shall take any and all actions and execute and delivery all such documents and instruments, in each case, as necessary or required in order to authorize, approve and consummate the Debt Conversion, all in form and substance reasonably satisfactory to the Purchaser, (c) the Debt Conversion (including, without limitation and issuance and delivery of a new Senior Note to the Purchaser as provided above), shall be consummated not later than five (5) Business Days following each and every forgiveness in respect of all or any portion of the PPP Loans. As used herein the term “PPP Loans” means, collectively, those certain PPP loans made by N▇▇▇▇▇ Federal Bank, as lender, to certain Subsidiary Guarantors as indicated in Schedule 8.1 to the Purchase Agreement, made pursuant to the “Paycheck Protection Program” under the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”), administered by the Small Business Administration (the “SBA”), and (d) Company shall notify Purchaser in writing (which may be by electronic mail) promptly (and in any event with three (3) Business Days) after the approval of any application for loan forgiveness in respect of all or any portion of the PPP Loans. The Company represents and warrants to Purchaser that a...

Additional Covenant. Until the later of the expiration of the Standstill Period (as defined in Section 13 below) or the date on which this Note has been discharged in full, Maker shall not sell, license, loan or otherwise in any way transfer or distribute Maker's Tangential Flow Filtration ("TFF") devices or any similar device, or any specifications, diagrams, description or other information about the TFF devices, to any third party, or commit or promise or enter into any understanding of any kind, direct or indirect, contingent or otherwise, to do any of the foregoing in regard to Maker's TFF devices or any similar device, without the prior written consent of Holder in each case.

Additional Covenant. No Investor or Affiliate thereof, nor ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or Affiliate of ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, shall acquire beneficial ownership (within the meaning of Rules 13d-3 and 13d-5(b)(1) under the Exchange Act, without regard to the 60-day limit in Rule 13d-3(d)(1)(i), but in each case excluding any beneficial ownership solely by reason of the express terms of this Agreement) of any additional shares of Common Stock except: (i) if such acquisition is pursuant to a tender offer or exchange offer for outstanding shares of Common Stock, or a merger pursuant to a merger agreement with the Company, that in each case (A) is approved by not less than a majority of the members of the Board then in office (x) who have not recused themselves from the vote of the Board in respect of such approval, (y) who satisfy the criteria for “independent director” under the rules of the principal stock exchange on which the Common Stock is listed, and (z) who are not Investor Designees (such tender offer or exchange offer, an “Approved Offer”, and such merger, an “Approved Merger”), and (B) in such Approved Offer, not less than a majority of the Subject Shares (as defined below) are tendered into such Approved Offer and not withdrawn prior to the final expiration of such Approved Offer, or in such Approved Merger, not less than a majority of the Subject Shares that are affirmatively voted (in person or by proxy) on the related merger proposal (and not withdrawn) are voted for (i.e., in favor) of such proposal. As used in this Section 4.03, “Subject Shares” means, where such an offer or acquisition referred to in this clause (i) is made by or on behalf one or more Investors or ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇ or any of their respective Affiliates or any combination of the foregoing (each such Person making such offer or acquisition or on whose behalf such offer or acquisition is made, together with its Affiliates, a “Subject Person”), the then outstanding shares of Common Stock not owned by any such Subject Person or Affiliate thereof;

Additional Covenant. As soon as possible and in any event within five days after the incurrence of any Indebtedness by the Parent or any Subsidiary of the Parent other than the Obligations or any other Indebtedness permitted under the Credit Agreement, the Parent shall notify the Administrative Agent in writing of such incurrence.

Additional Covenant. Until the date on which this Note has been discharged in full, Maker shall not sell, license, loan or otherwise in any way transfer or distribute Maker’s Tangential Flow Filtration (“TFF”) devices or any similar device, or any specifications, diagrams, description or other information about the TFF devices, to any third party, or commit or promise or enter into any understanding of any kind, direct or indirect, contingent or otherwise, to do any of the foregoing in regard to Maker’s TFF devices or any similar device, without the prior written consent of Holder in each case.