Interim Covenants Sample Clauses

Interim Covenants. During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:
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Interim Covenants. (a) From the date of this Agreement until the Closing Date (the “Interim Period”), and as further memorialized in the Voting Agreements executed by the Sellers, a form of which is attached as Exhibit C hereto (the “Voting Agreements”), each Seller undertakes, in its capacity as a shareholder of the Company to exercise its voting rights as a shareholder of the Company, to object to the passing of any shareholders’ resolution of the Company with respect to the following matters: (i) any amendment and/or change and/or alteration of the Company's Organisational Documents, unless any such amendment or change or alteration is required by law; (ii) voluntary liquidation of the Company or any of the Company's Subsidiaries, and/or the engagement in any arrangement with all, or a class of, the creditors of the Company and/or of the Company's Subsidiaries; (iii) any related party transaction by and between the Company or any of its Subsidiaries, on the one hand, and the Sellers or any of its Affiliates (other than the Company or any of its Subsidiaries), on the other hand, which requires the approval of the Company's shareholders; (iv) any merger, substantial sale of assets and/or any other change in the corporate structure of the Company and/or any of the Company's Subsidiaries which requires the approval of the Company's shareholders; (v) any other material transaction and/or action which is not in the ordinary course of the Company and/or of the Company's Subsidiaries which requires the approval of the Company's shareholders; and (vi) the Company’s issuance of any shares of common stock or Equity Securities requiring approval of the Company’s shareholders.
Interim Covenants. From and after the date hereof and up to and including the Closing Date or the termination of this Agreement, Prefco and Partners shall promptly deliver (to the extent actually received by Prefco or the Partners) to Purchaser copies of written default notices, notices of lawsuits (including, without limitation, condemnation proceedings), and notices of violations affecting the Property, Prefco or the Partnership Interests. In addition, Prefco and the Partners shall deliver (to the extent actually received by Prefco or the Partners) to Purchaser copies of written default notices, notices of lawsuits (including, without limitation, condemnation proceedings), and notices of violations affecting the Property, Prefco or the Partnership Interests which are now in the possession of Prefco or Partners. [the remainder of the page is intentionally blank]
Interim Covenants. From the date of this Agreement until the earlier to occur of the Effective Time or the termination of this Agreement in accordance with its terms, except to the extent expressly permitted by this Agreement or otherwise consented to by an instrument in writing signed by Lion, Picasso and the Company shall operate the Company's business and the Picasso Media Business, in and only in, the ordinary course consistent with past practice. Without limiting the generality of the foregoing, except as set forth on Schedule 7.1, the Company shall not, without the prior written consent of Lion:
Interim Covenants. 1.1 From the date of this Agreement until the Closing, Parent and the Merger Sub shall not, and the Founder shall cause Parent and the Merger Sub not to, (i) determine that the closing conditions under the Merger Agreement, any other Transaction Document and other documents in connection therewith have been satisfied, or amend or waive any such closing condition, (ii) terminate the Merger Agreement, any other Transaction Document and other documents in connection therewith, or (iii) amend or modify the Merger Agreement, any other Transaction Document and other documents in connection therewith so as to (u) increase or modify in a manner adverse to Parent, Merger Sub or the Investor Members the form or amount of the Merger Consideration or increase in any way the obligations under the Equity Commitment Letters, (v) modify or waive, in a manner adverse to Parent, Merger Sub or the Investor Members, any provisions relating to the Parent Termination Fee or the aggregate cap on monetary damages recoverable by the Company, or otherwise increase the scope or amount of potential liability of Parent, Merger Sub or the Investor Members, (w) materially modify the structure of the Transactions, (x) extend the Long Stop Date, (y) modify treatment of the Company’s equity awards specified in Section 2.02 of the Merger Agreement, or (z) modify or grant any waiver or consent with respect to any matter set forth in Sections 5.01(b), 5.01(j)(iv), 5.01(j)(v) and 5.01(t) (only to the extent relating to the matters described in Sections 5.01(b), 5.01(j)(iv) or 5.01(j)(v)) of the Merger Agreement, or (iv) modify the Merger Agreement, or grant any consent with respect to or waiver of any provision of the Merger Agreement in a manner that has a material and adverse impact on any Investor Member that is disproportionate to the impact on the other Consortium Members, in each case of (i) through (iii), without the prior written consent of each Investor Member, and in the case of (iv), without the prior written consent of the materially and adversely impacted Investor Member, in each case subject to Section 6.2.
Interim Covenants. Except as otherwise contemplated by this Agreement, including the consummation of the transactions contemplated under the APA, between the Effective Date and the Closing Date, unless NovaQuest shall otherwise provide its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), Dermavant shall conduct its operations in a manner that will not materially impair its ability to perform its obligations under this Agreement. Except as otherwise contemplated by this Agreement or as set forth in Schedule 8.5, between the Effective Date and the Closing Date, without the prior consent of NovaQuest (which consent shall not be unreasonably withheld, conditioned or delayed), Dermavant shall not sell, transfer, license, encumber or otherwise dispose of any assets or rights purchased under the APA or any interest therein.
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Interim Covenants. For the period commencing as of the date hereof and ending as of the Closing or the earlier termination of this Agreement, the Transferor shall (i) operate the Biodiesel Business of the Transferor in the ordinary course; (ii) use all reasonable efforts to ensure that its representations and warranties are true and correct in all material respects at and as of the Closing; and (iii) use all reasonable efforts to satisfy the Corporation’s conditions to closing applicable to the Transferor.
Interim Covenants. 5.1 From the date of this Agreement until the earlier of (i) the Closing Date, and
Interim Covenants. Each of Company, Parent, and Xxxxxx Sub agree that from the date hereof until completion of the Merger or termination of this Agreement it will:
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