Covenants of the Company and the Shareholders. During --------------------------------------------- the period commencing on the date hereof and continuing through the Closing Date, the Company and each Shareholder agrees to:
Covenants of the Company and the Shareholders. The Company and the Shareholders, jointly and severally, agree that between the date hereof and the Closing Date:
Covenants of the Company and the Shareholders. The Company and the Shareholders jointly and severally covenant and agree with the Purchaser that:
Covenants of the Company and the Shareholders. So long as Medtronic is the legal or beneficial owner of at [***] of the issued and outstanding shares of Common Stock of the Company, on an as-converted basis:
Covenants of the Company and the Shareholders. The Company and the Shareholders (or certain of them, as applicable) covenant and agree with Buyer that at all times prior to the Closing or termination of this Agreement except as specifically provided in Section 9.02(b):
Covenants of the Company and the Shareholders. 5.1 Conduct of Business Prior to Closing Date. During the period pending the Closing Date (or other indicated date), the Company and the Shareholders.
Covenants of the Company and the Shareholders. The Company shall not offer, sell or otherwise transfer any Shares unless such Shares are registered and qualified under the 1933 Act and applicable state securities laws or exemptions from such registration and qualification requirements are available, or unless such offer, sale or transfer is exempt from such registration or qualification. The Company may, in its discretion, transfer the Shares to the Shareholders, provided that (i) such transfer is exempt from registration under the 1933 Act and qualification under applicable state securities, and (ii) the representations and warranties of the Shareholders contained in Section 2.30 shall be true, complete and accurate as of the date when made and at and as of the date of the transfer as though such representations and warranties were made at and as of such time. The Shareholders shall not offer, sell or otherwise transfer any Shares unless such Shares are registered and qualified under the 1933 Act and applicable state securities laws or exemptions from such registration and qualification requirements are available, or unless such offer, sale or transfer is exempt from such registration or qualification, as reflected in an opinion of counsel to the Shareholder seeking to transfer Shares in a form and substance reasonably satisfactory to the Purchaser.
Covenants of the Company and the Shareholders. 7.1 Access and Investigation. Between the date of this Agreement and the Closing Date, the Company will, and will cause each Company Subsidiary to, (a) afford the Acquiror and its agents, advisors and attorneys during normal business hours, full and free access to each Acquired Company's personnel, properties, contracts, books and records, and other documents and data, (b) furnish the Acquiror and its agents, advisors and attorneys with copies of all such contracts, books and records, and other existing documents and data as the Acquiror may reasonably request, and (c) furnish the Acquiror and its agents, advisors and attorneys with such additional financial, operating, and other data and information as the Acquiror may reasonably request.
Covenants of the Company and the Shareholders. 5.1 Conduct of Business Prior to Closing Date . . . . . . . . . 30 ----------------------------------------- 5.2 Employment Agreement . . . . . . . . . . . . . . . . . . . 31 -------------------- 5.3 Noncompetition Agreements . . . . . . . . . . . . . . . . . 31 ------------------------- 5.4 Agreement Not to Negotiate . . . . . . . . . . . . . . . . . 31 -------------------------- 5.5 Accuracy of Information Furnished . . . . . . . . . . . . . 31 --------------------------------- 5.6 Regulation S-X Financial Statements . . . . . . . . . . . . 32 ----------------------------------- 5.7 Termination of Shareholders Agreement . . . . . . . . . . . 32 -------------------------------------
Covenants of the Company and the Shareholders. The Company hereby covenants with the Purchaser (which covenants shall survive the Closing) that: the Purchaser shall have a right of first refusal to participate in all future financings of the Company (each, a "Subject Financing") by way of equity or debt convertible into equity (other than the Target Financing), such that the Purchaser shall be entitled to acquire up to twenty five per cent (25%) of all the Shares of the Company issued or issuable in connection with each Subject Financing; and for so long as the Debenture remains outstanding and thereafter until such time that the Purchaser ceases to hold at least four per cent (4%) of the issued and outstanding Class A Shares, the Purchaser shall be entitled to have elected or appointed to the Company's board of directors, one representative director; Each of the Shareholders hereby covenants with the Purchaser (which covenants shall survive the Closing) that he or she shall vote, or shall cause to be voted, all Shares beneficially owned by him or her in such manner as shall be necessary to give full effect to Section 12.1(b).
