Additional Covenants of the Parties Sample Clauses
Additional Covenants of the Parties. 5.1 PROXY STATEMENT AND SCHEDULE 13E-3
(a) As promptly as practicable after the date of this Agreement, Company shall prepare and cause to be filed with the SEC the Proxy Statement, and use commercially reasonable efforts to have the Proxy Statement cleared by the SEC. Parent, Merger Sub and Company shall cooperate with each other in the preparation of the Proxy Statement, and Company shall notify Parent of the receipt of any comments of the SEC with respect to the Proxy Statement and of any requests by the SEC for any amendment or supplement thereto or for additional information, and shall provide to Parent reasonably promptly, copies of all correspondence between Company or any Representative of Company and the SEC. Company shall give Parent and its counsel the opportunity to review and comment on the Proxy Statement and any other documents filed with the SEC or mailed to Company's shareholders prior to their being filed with, or sent to, the SEC or mailed to Company's shareholders and shall give Parent and its counsel the opportunity to review and comment on all amendments and supplements to the Proxy Statement and any other documents filed with, or sent to, the SEC or mailed to Company's shareholders and all responses to requests for additional information and replies to comments prior to their being filed with, or sent to, the SEC or mailed to Company's shareholders. Each of Company, Parent and Merger Sub agrees to use its commercially reasonable efforts to respond promptly to all such comments of and requests by the SEC. As promptly as practicable after the Proxy Statement has been cleared by the SEC, Company shall mail the Proxy Statement to Company's shareholders. Prior to the date of approval of the Merger by Company's shareholders, each of Company, Parent and Merger Sub shall correct promptly any information provided by it and used in the Proxy Statement that shall have become false or misleading in any material respect, and Company shall take all steps necessary to file with the SEC and have cleared by the SEC any amendment or supplement to the Proxy Statement to correct the same and to cause the Proxy Statement as so corrected to be disseminated to Company's shareholders, in each case to the extent required by applicable Law.
(b) Promptly following the date of this Agreement, Parent, Merger Sub and Company shall file with the SEC, and shall use all commercially reasonable efforts to cause any of their respective Affiliates engaging in this tran...
Additional Covenants of the Parties. Section 7.1.
Additional Covenants of the Parties. The parties hereto hereby agree as follows with respect to the period from and after the date of this Agreement.
Additional Covenants of the Parties. At the Closing on the Closing Date:
Additional Covenants of the Parties. 5.1 Company Recommendation
(a) Until the Specified Time, none of the Company, the Company Board nor any committee thereof shall (1) (A) withhold, withdraw, qualify or modify in a manner adverse to Parent or Purchaser, or resolve to or publicly propose to withhold, withdraw, qualify, or modify in a manner adverse to Parent or Purchaser, the Company Board Recommendation, (B) remove the Company Board Recommendation from or fail to include the Company Board Recommendation in the Offer Documents or (C) approve, recommend or declare advisable, or publicly propose to approve, recommend or declare advisable, any Acquisition Proposal (any action described in this clause (1) being referred to as a “Company Adverse Change in Recommendation”) or (2) adopt, approve, recommend, submit to stockholders or declare advisable, or propose to adopt, approve, recommend, submit to stockholders or declare advisable, or allow any Target Company to execute or enter into any letter of intent (whether or not binding), term sheet, merger agreement, acquisition agreement, option agreement, agreement in principle or similar agreement providing for any Acquisition Proposal, or requiring the Company to abandon, terminate, delay or fail to consummate the Contemplated Transactions (other than an Acceptable Confidentiality Agreement) (any such Contract, an “Alternative Acquisition Agreement”).
(b) Notwithstanding anything to the contrary contained in this Agreement, at any time prior to the Specified Time:
(i) if the Company has received a bona fide written Acquisition Proposal (which Acquisition Proposal did not arise out of a material breach of Section 4.4) from any Person that has not been withdrawn and after consultation with outside legal counsel and financial advisors, the Company Board shall have determined in good faith that such Acquisition Proposal is a Superior Offer, (x) the Company Board may make a Company Adverse Change in Recommendation, and/or (y) the Company may terminate this Agreement to substantially concurrently therewith enter into a Specified Agreement with respect to such Superior Offer and pay the Termination Fee pursuant to Section 7.3, in each case if and only if: (A) the Company Board determines in good faith, after consultation with the Company’s outside legal counsel, that the failure to take such action would be inconsistent with the fiduciary duties of the Company Board to the Company’s stockholders under applicable Legal Requirements; (B) the Company shall ha...
Additional Covenants of the Parties. The parties hereto agree that:
Additional Covenants of the Parties. In addition to the foregoing, the parties covenant and agree as follows:
Additional Covenants of the Parties. (a) On or prior to the Closing Date, the Stockholders shall take all actions as may be necessary to (A) enter into (i) the stockholders agreement, substantially in the form attached hereto as Exhibit A (the “New Stockholders Agreement”), effective as of the Closing Date and (ii) the registration rights agreement, substantially in the form attached hereto as Exhibit B (the “New Registration Rights Agreement”), effective as of the Closing Date and (B) terminate that certain registration rights agreement, dated as of March 6, 2020, by and among the Company, ▇▇▇▇▇ Investments Holdings II, LLC and the other holders from time to time parties thereto.
(b) On or prior to the Closing Date, the Parent shall take all actions as may be necessary to enter into (i) the New Stockholders Agreement, effective as of the Closing Date and (ii) the New Registration Rights Agreement, effective as of the Closing Date.
Additional Covenants of the Parties. Each Party hereby covenants to the other Party that:
(a) if, during the Term, such Party has reason to believe that it or any of its employees, officers, subcontractors, or consultants rendering services relating to the Product: (a) is or will be debarred, excluded under any United States federal healthcare programs or convicted of a crime under 21 U.S.C. Section 335a or the foreign equivalent thereof, or (b) is or will be under indictment under any such provision, then such Party shall immediately notify the other Party in writing;
(b) all of such Party’s employees and officers involved in development of the Product shall be obligated to assign to such Party all Inventions and to maintain as confidential any and all Confidential Information; and
(c) it shall, in performing the activities contemplated to be performed by it under this Agreement, including those in connection with the Development, Process Development, Manufacturing and Commercialization, and shall ensure that each of its Affiliates, subcontractors and agents shall, comply with all Applicable Laws.
Additional Covenants of the Parties. 6.1 Filings and Consents....................................... 32 6.2 Public Announcements....................................... 32 6.3