Covenant of Parent Clause Samples
Covenant of Parent. At all times from the Closing Date until the Final Payout Date, Parent hereby covenants that it will not sell, assign, convey, transfer or otherwise dispose of any of its assets to the Borrower except for sales, assignments, conveyances, transfer or other dispositions of (a) Receivables, Related Security and Collections with respect to Receivables, (b) other Sold Assets and (c) financial assets, securities, bonds, cash, cash equivalents, deposits and other similar financial instruments.
Covenant of Parent. Parent shall not, without the prior ------------------ written consent of the Stockholders, enter into any amendment or modification of the Merger Agreement which would adversely affect the rights or interests of the Stockholders.
Covenant of Parent. In the event that (i) the Parent exercises the Stock Options and (ii) after such exercise and during the term of this Agreement, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the holders of Company Common Stock, however called, or in connection with any written consent of the holders of Company Common Stock in lieu of a meeting, the Parent will vote the shares of the Company Common Stock acquired by exercise of the Stock Options for or against any Superior Proposal or any action, proposal, transaction or other matter related to or arising in connection with such Superior Proposal submitted to a vote of the stockholders of the Company pro rata in proportion to the affirmative and negative votes cast by the other stockholders of the Company voting in connection therewith (excluding abstentions and broker non-votes).
Covenant of Parent. Parent covenants that it will not use the name American Dental Technologies after the Closing Date.
Covenant of Parent. Parent will cause Purchaser to perform its obligations under this Agreement.
Covenant of Parent. So long as any Advance or any other Obligation (other than contingent obligations) of any Loan Party under any Loan Document shall remain unpaid or any Lender shall have any Term C Commitment hereunder the Parent will not, at any time engage in any business or activity other than (i) the ownership of all outstanding Equity Interests in the Borrower, (ii) maintaining its corporate existence, (iii) participating in tax, accounting and other administrative activities as the parent of the consolidated group of companies consisting solely of the Loan Parties, (iv) the performance of obligations under the Loan Documents to which it is a party, including such activities as are necessary to comply with applicable Laws including without limitation in accordance with Section 5.01(a), or to comply with Section 5.01(j) and 5.01(u), (v) issuing and repurchasing Equity Interests of itself, including, without limitation, in connection with the consummation of the EBG Merger Transactions, (vi) making cash dividends or payments to US Power GenCo, or making payments on behalf or for the benefit of US PowerGenCo, with the proceeds of any amounts received from the Borrower pursuant to Section 5.02(g), (vii) the Astoria EBG Permitted Transactions and (viii) activities incidental to the businesses or activities described in clauses (i)-(vii) or otherwise necessary in order to consummate the EBG Merger Transactions, including, without limitation, the amendment of its constitutive documents to the extent reasonably necessary to effect the EBG Merger.
Covenant of Parent. Parent agrees that:
Covenant of Parent. Parent shall cause each Related Person of Parent to perform its duties, liabilities, covenants and obligations under, and in connection with, this Agreement and the other Transaction Documents.
Covenant of Parent. During the Lock-Up Period, Parent shall not take any action which would result in the Subject Shares representing more than 9.9% of the outstanding shares of Common Stock.
Covenant of Parent. Subject to section 9.7 of this agreement, Parent shall use all reasonable efforts to collect in a timely fashion all accounts receivable of the Company outstanding as of the Closing Date, and Parent shall not compromise, reduce or release any such accounts receivable without the consent of ProHealthCare, which consent shall not be unreasonably withheld. Subject to section 10.2(j), Parent shall not (in a manner that deviates from the Company's past practices) delay payment of any material account payable of the Company outstanding as of the Closing Date.