Post-Closing Activities. At any time after the Closing Date, upon either party’s written request and without further consideration, the other party shall take such other actions as the requesting party may reasonably deem necessary or desirable in order to consummate the terms of, obligations under and transactions contemplated by, this Agreement.
Post-Closing Activities. (a) After the Closing, Aradigm agrees that it will cooperate with and allow Novo Nordisk Delivery Technologies, Inc. reasonable access to any of its personnel who have knowledge of the Development Program such that Novo Nordisk Delivery Technologies, Inc. may, to its reasonable satisfaction, become informed as to the operation, transition and specifications of the Development Program and the Purchased Assets.
Post-Closing Activities. (a) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(a), the Acquired Companies) shall not engage in any transaction with or involving any Acquired Company or take any action outside the ordinary course of business with or involving any Acquired Company unless (i) Sellers have received from Purchaser an opinion of counsel mutually agreed to by the parties that such transaction would not result in an increase in the earnings and profits (as defined in Code Section 964) of any of the Acquired Companies (or their successors), (ii) Sellers otherwise consent in writing or (iii) Purchaser takes all steps that are necessary to completely eliminate all current or accumulated earnings and profits (as defined in Code Section 964) of the Acquired Company that takes such action or engages in such transaction.
Post-Closing Activities. After the Closing, the parties shall execute and deliver such other and further instruments and perform such other and further acts as may be reasonably necessary or desirable for the implementation of this Agreement or the consummation of the transactions contemplated hereby.
Post-Closing Activities. (a) As soon as reasonably practicable after the Closing Date:
Post-Closing Activities. Simultaneously with or immediately after the Closing the Company shall make all such post-Closing filings with Governmental Authorities required under Requirements of Law in relation to the matters referred to in this Agreement and upon request shall provide evidence thereof to Infinity Capital. Within 45 days after the Closing Date, Xxxxxxx shall identify an individual to be appointed to the Board of Directors, and the Company hereby covenants that Board of Directors shall promptly appoint such individual as a Director. The Company covenants that it shall at all times use its commercially reasonable efforts to maintain, for a period of three years from the Closing Date, directors and officers insurance coverage at least as protective as the Company’s current coverage. For so long as Infinity Capital continues to own at least 10% of the Company’s outstanding Equity Shares, the Company shall not enter into any agreement pursuant to which it would provide a third party with registration rights for Company securities, without the consent of Infinity Capital (which may be withheld at the sole discretion of Infinity Capital), unless the Company provides Infinity Capital with registration rights on a parri passu basis with such third party. To the extent the securities issued to Infinity Capital or its Nominee pursuant to this Agreement are Equity Shares, as opposed to ADSs, the Company covenants that it shall (at its own expense to the extent permissible under Requirements of Law), as soon as reasonably practicable in light of SV 481355.2 Confidential applicable Requirements of Law, cause such Equity Shares to be converted into ADSs. The Company further covenants that it shall notify Infinity Capital promptly once Requirements of Law provide that any Equity Shares issued pursuant to this Agreement may be converted into ADSs. With a view to making available the benefits of certain rules and regulations of the Securities Exchange Commission which may at any time permit the sale of the restricted securities to the public without registration, so long as Infinity Capital continues to own at least 10% of the Company’s outstanding Equity Shares, the Company agrees to use its commercially reasonable efforts to:
Post-Closing Activities. Simultaneously with or immediately after the Closing the Company shall make all such post-Closing filings with Governmental Authorities required under Requirements of Law in relation to the matters referred to in this Section 2 and Section 5 (including the filing of the Restated Charter Documents with the Registrar of Companies, Hyderabad, India) and upon request to provide evidence thereof to Venture Tech.
Post-Closing Activities. It is understood and agreed that ----------------------- Purchaser's acknowledgement of the satisfaction of the closing condition in Section 6.1(d) shall not limit Purchaser's post-Closing right to verify Parent's compliance with this Section 5.4 or any of Purchaser's rights and remedies related thereto. Following the Closing, Parent agrees to cooperate with any reasonable requests of Purchaser, consistent with Section 5.25, related to the verification of Parent's obligations under this Section 5.4.
Post-Closing Activities. At any time after the Closing Date, upon any Party’s written request and without further consideration, the other Party shall take such other actions as the requesting Party may reasonably deem necessary or desirable in order to consummate the terms, and recognize the benefits, of obligations under and transactions contemplated by this Agreement. The Parties recognize that the transfer of the Assets with the United States Patent and Trademark Office may take substantial time and agree to work together to complete the process. Until the transfer of the Assets from the Seller to the Purchaser is formalized, the Purchaser shall have an irrevocable, exclusive license to the Assets.
Post-Closing Activities. Except as otherwise provided herein, during each Earnout Period, the Buyer will, and will cause the Company to, comply with the following provisions: (i) neither Buyer nor the Company shall take any action in bad faith which has the primary purpose of reducing the payment of the Earnout Payment to the Sellers; and (ii) in order to permit accurate measurement of the Earnout Payment, the Buyer shall treat the Company’s business as an independent business unit for recordkeeping and accounting purposes. Except as set forth in this Agreement, nothing set forth in this Section 0 shall prevent the Buyer, the Company or their Affiliates from (x) operating their businesses, including the Business, in their sole discretion and in the best interests of the Buyer, the Company, their Affiliates and their shareholders (including, without limitation, changing the name of the Company), or (y) conducting their businesses, including the Business, in accordance with their sole business judgment and, in connection therewith, making any decision that they determine to be reasonable. Notwithstanding the foregoing, it is the Buyer’s intent to not decrease any Company employee’s on-target earnings (which is the total of the employee’s base compensation and bonus, if any) until completion of the Year 2 Earnout Period. Additional information regarding Post-Closing Activities of the Company is set forth in Schedule 1.7(b).
