Covenants of the Company and the Shareholders Clause Samples

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. During --------------------------------------------- the period commencing on the date hereof and continuing through the Closing Date, the Company and each Shareholder agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, Buyer in connection with any such requirements imposed upon Buyer or upon any of its affiliates in connection therewith or herewith; (b) use its reasonable best efforts to obtain (and to cooperate with Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by the Company or the Shareholder, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its reasonable best efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Section 6.01 of this Agreement; (d) promptly advise Buyer orally and, within three business days thereafter, in writing of any change in the Company's business or condition that has had or may have a Material Adverse Effect; and (e) deliver to Buyer prior to the Closing a written statement disclosing any untrue statement in this Agreement or any Schedule hereto (or supplement thereto) or document furnished pursuant hereto, or any omission to state any material fact required to make the statements herein or therein contained complete and not misleading, promptly upon the discovery of such untrue statement or omission, accompanied by a written supplement to any Schedule to this Agreement that may be affected thereby; provided, however, that -------- ------- the disclosure of such untrue statement or omission shall not prevent Buyer from terminating this Agreement pursuant to Section 9.01(c) hereof at any time at or prior to the Closing in respect of any original untrue or misleading statement.

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 Group Companies 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 (or after the Closing in the case of Section 9.02(b)).

Covenants of the Company and the Shareholders. During the --------------------------------------------- period commencing on the date hereof and continuing through the Closing Date, each of the Company and the Shareholders agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, Buyer in connection with any such requirements imposed upon Buyer or upon any of its affiliates in connection therewith or herewith, including, without limitation, all information reasonably required by Buyer to prepare its registration statement with respect to its initial public offering; (b) use its reasonable commercial efforts to obtain (and to cooperate with Buyer in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by the Company or the Shareholders, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its reasonable commercial efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Sections 6.1 and 6.2 of this Agreement; (d) promptly orally advise Buyer and, within three business days thereafter, in writing of any change in the Company's business or condition that has had or may have a Material Adverse Effect; and (e) at or prior to the Closing, the Shareholders will repay to the Company any shareholders loans payable.

Covenants of the Company and the Shareholders. 5.1 Conduct of Business Prior to Closing Date................... 30 5.2 Employment Agreement........................................ 31 5.3

Covenants of the Company and the Shareholders. During the --------------------------------------------- period commencing on the date hereof and continuing through the Closing Date, each of the Company and the Shareholders agrees to: (a) comply promptly with all requirements that applicable Legal Requirements may impose upon it with respect to the transactions contemplated by this Agreement, and shall cooperate promptly with, and furnish information to, ANI in connection with any such requirements imposed upon ANI or upon any of its affiliates in connection therewith or herewith, including, without limitation, all information reasonably required by ANI to prepare its registration statement with respect to its initial public offering; (b) use its reasonable commercial efforts to obtain (and to cooperate with ANI in obtaining) any consent, authorization or approval of, or exemption by, any Person required to be obtained or made by the Company or the Shareholders, as applicable, in connection with the transactions contemplated by this Agreement; (c) use its reasonable commercial efforts to bring about the satisfaction of the conditions precedent to Closing set forth in Sections 6.1 and 6.2 of this Agreement, including, but not limited to, providing to ANI the lists required by Section 6.2(t); (d) promptly orally advise ANI and, within three business days thereafter, advise ANI in writing of any change in the Company's business or condition that has had or may have a material adverse effect; and (e) at or prior to the Closing, the Shareholders will repay to the Company any shareholders loans payable, other than the loan to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ in the approximate amount of $80,000, thereafter loaned by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ to a co-defendant in the Triarco lawsuit, which shall be written off by the Company prior to Closing.

Covenants of the Company and the Shareholders. From the date hereof until the Closing (the "Executory Period") (except that these covenants shall survive and continue after the expiration of the Executory Period), the Company and the Shareholders, jointly and severally, agree as follows:

Covenants of the Company and the Shareholders. The Company and the Shareholders jointly and severally agree for the benefit of QFC: