Other Covenants and Agreements Sample Clauses
Other Covenants and Agreements. (a) The Shareholder hereby agrees that, notwithstanding anything to the contrary in any such agreement, with respect to each such agreement to which the Shareholder is a party (i) each of the agreements set forth on Schedule B hereto shall be automatically terminated and of no further force and effect (including any provisions of any such agreement that, by its terms, survive such termination) effective as of, and subject to and conditioned upon the occurrence of, the Closing and (ii) upon such termination none of the Shareholder, the Company nor any of their respective Affiliates (including, from and after the Effective Time, Parent and its Affiliates) shall have any further obligations or liabilities under each such agreement. Without limiting the generality of the foregoing, each of the Parties hereby agrees to promptly execute and deliver all additional agreements, documents and instruments and take, or cause to be taken, all actions necessary or reasonably advisable in order to achieve the purpose of the preceding sentence.
(b) The Shareholder shall be bound by and subject to (i) Section 6.4(a) and (b) (Confidentiality; Public Announcements) of the Merger Agreement to the same extent as such provisions apply to the parties to the Merger Agreement, as if the Shareholder is directly party thereto; provided that, the foregoing shall bind and subject the Shareholder only to the confidentiality and non-use obligations of the Confidentiality Agreement (as defined in the Merger Agreement), and shall not bind nor subject the Shareholder to any other provisions thereof; provided further that, notwithstanding Section 6.4(b) of the Merger Agreement, the Shareholder shall be permitted to make a public announcement to the extent that such announcement is required by applicable stock exchange rule, (ii) the first sentence of Section 6.10(a) (No Solicitation) of the Merger Agreement and (iii) Section 6.7 (No Claim Against Trust Account) of the Merger Agreement to the same extent as such provisions apply to the Company, in each case, mutatis mutandis, as if the Shareholder is directly party thereto. Notwithstanding anything in this Agreement to the contrary, (x) the Shareholder shall not be responsible for the actions of the Company or the board of directors of the Company (or any committee thereof) or any officers, directors (in their capacity as such), employees and professional advisors of any of the foregoing (the “Company Related Parties”), including with respec...
Other Covenants and Agreements. The Company or, to the extent required hereunder, any Subsidiary should fail to perform or comply with any other covenant or agreement contained herein or in any other Loan Document or shall use the proceeds of any loan for an unauthorized purpose.
Other Covenants and Agreements. (a) The Shareholders acknowledges and agree that (i) the Company is entering or has entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be party or and consummate the Transactions, (ii) Pathfinder is entering or has entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and to consummate the Transactions and (iii) Pathfinder Sponsor is consenting to Pathfinder entering into the Business Combination Agreement and consummating the Transactions, in reliance upon the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party and that, but for the Shareholders entering into this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the representations, warranties, agreements, covenants and obligations contained in this Agreement, the Note Purchase Agreement, the other Note Documents and the Equity Purchase Documents to which it is or will be a party, (x) the Company would not have entered into the Business Combination Agreement, the Note Purchase Agreement and the other Note Documents to which it is or will be a party or agreed to consummate the Transactions, (y) Pathfinder would not have entered into the Business Combination Agreement and the Equity Purchase Documents to which it is or will be a party and consummating the Transactions and (z) Pathfinder Sponsor would not have agreed to consent to Pathfinder entering into the Business Combination Agreement and consummating the Transactions.
(b) Each Shareholder, on its own behalf and on behalf of its representatives, acknowledges, represents, warrants and agrees that (i) it has conducted its own independent review and analysis of, and, based thereon, has formed an independent judgment concerning, the business, assets, condition, operations and prospects of, Pathfinder and the transactions contemplated by this Ag...
Other Covenants and Agreements. The failure of Company or any of its Subsidiaries to perform, observe or comply with any of the covenants of this Note, the Security Agreement or any of the other Loan Documents (other than the Financial Covenants set forth on Schedule 8.5 to the Note Purchase Agreement, and incorporated by reference in this Note in Section 5.2), if such failure is not cured within sixty (60) days.
Other Covenants and Agreements. Section 6.01
Other Covenants and Agreements. The failure by the Borrower to perform or comply with any other covenant or agreement contained herein, including, without limitation, any covenant excluded under Subsection (C) above.
Other Covenants and Agreements. 19 8.1. Cooperation with the Construction Agent or the Lessee............................................19 8.2. Covenants of the Owner Trustee and the Bank......................................................19 8.3. Lessee Covenants, Consent and Acknowledgment.....................................................20
Other Covenants and Agreements. (a) The Supporting Seller Unitholder shall be bound by and subject to (i) Sections 5.3(a) (Confidentiality) and 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the Seller, as if the Supporting Seller Unitholder is directly party thereto, and (ii) the first sentence of Section 5.5(a) (Exclusive Dealing) and Section 9.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Seller, as if the Supporting Seller Unitholder is directly party thereto.
(b) The Supporting Seller Unitholder acknowledges and agrees that JAWS is entering into the Business Combination Agreement in reliance upon the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for the Supporting Seller Unitholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement JAWS would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.
Other Covenants and Agreements. The Company should fail to perform or comply with Sections 5.01 or 5.06(E) hereof or shall use the proceeds of any Loan for any unauthorized purpose.
Other Covenants and Agreements. (a) Each Stockholder shall be bound by and subject to Section 5.3(a) (Confidentiality) and Section 5.4(a) (Public Announcements) of the Business Combination Agreement to the same extent as such provisions apply to the parties to the Business Combination Agreement, as if such Stockholder were directly party thereto, and each Stockholder and Xx. Xxxxxxxx shall be bound by and subject to the first sentence of Section 5.6(a) (Exclusive Dealing) and Section 8.18 (Trust Account Waiver) of the Business Combination Agreement to the same extent as such provisions apply to the Company, as if such Stockholder were directly party thereto. Xx. Xxxxxxxx shall, in his capacity has Executive Chairman of the Board of Directors of the Company, cause to be done such further acts and things as may be reasonably necessary or advisable to cause the Company to fulfill its obligations under the Business Combination Agreement and consummate the transactions contemplated thereby.
(b) Each Stockholder and Xx. Xxxxxxxx acknowledges and agrees that HighCape and the other HighCape Parties are entering into the Business Combination Agreement in reliance upon such Stockholder entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement and but for such Stockholder and Xx. Xxxxxxxx entering into this Agreement and agreeing to be bound by, and perform, or otherwise comply with, as applicable, the agreements, covenants and obligations contained in this Agreement, HighCape and the other HighCape Parties would not have entered into or agreed to consummate the transactions contemplated by the Business Combination Agreement.