Xxxxxx Covenants. Xxxxxx covenants and agrees that it will not, prior to the date that is one year and one day after the payment in full of all amounts owing pursuant to the Indenture, institute against any Issuer Group Member, or join any other Person in instituting against any Issuer Group Member, any bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings or similar proceedings under the laws of any applicable jurisdiction. This Section 4.02 shall survive the termination of this Agreement.
Xxxxxx Covenants. 15.1. For as long as Sellers own any of the Shares, Xxxxxx shall provide at least 30 days' prior written notice to Salomon Brothers Inc (at the address for Sellers set forth herein) of any equity offering of Xxxxxx ("Equity Offering") and an opportunity to make the first offer to underwrite such offering. Provided that Salomon Brothers Inc shall submit a written proposal to Xxxxxx with respect to such underwriting within 20 days after written notice from Xxxxxx that it proposes to have such Equity Offering, and provided further that, after reviewing whether Salomon Brothers Inc's proposal has terms, pricing, a fee structure and any other pertinent business terms substantially similar in Xxxxxx'x judgment to those available from an alternative underwriter, Xxxxxx shall give due consideration to Salomon Brothers Inc's proposal but, subject to the remaining provisions of this Section 15.1, shall have the sole and absolute discretion to determine whether or not to choose Salomon Brothers Inc as the principal underwriter. Notwithstanding the foregoing, if Xxxxxx after giving such due consideration wishes to accept an offer from an alternative underwriter (the "Alternative Underwriter") in connection with any Equity Offering, Xxxxxx shall provide at least five (5) Business Days' prior written notice (the "Right of First Refusal Period") of same to Salomon Brothers Inc (at the address for Sellers set forth herein). Provided that within the Right of First Refusal Period, Salomon Brothers Inc shall submit a written proposal to Xxxxxx with respect to such underwriting which is substantially similar to the terms, pricing, fee structure and any other pertinent business terms of the offer of the Alternative Underwriter (the "Matching Offer)", Xxxxxx shall accept the Matching Offer of Salomon Brothers Inc to be the principal underwriter. If Salomon Brothers Inc does not provide Xxxxxx with a Matching Offer during the Right of First Refusal Period, Xxxxxx shall be entitled to enter into an underwriting commitment with the Alternative Underwriter within thirty (30) days after the expiration of the Right of First Refusal Period, provided that the underwriting commitment entered into with the Alternative Underwriter is no more favorable to the Alternative Underwriter (in its terms, pricing, fee structure and any other pertinent business terms which shall be specified therein) than the Alternative Underwriter's offer as aforesaid. If, at the end of such 30 day period, Xxxxxx...
Xxxxxx Covenants. (a) Xxxxxx covenants and agrees that during the Term, on its behalf and on behalf of each of its permitted sublicensees, to:
Xxxxxx Covenants. 10.3.1 Xxxxxx will not amend or modify the Material Contracts in a way that would be inconsistent with any term of this Agreement.
Xxxxxx Covenants. 16 Section 4.03.
Xxxxxx Covenants. By signing this Agreement, Xx. xxx Xxxxx covenants, agrees, represents and warrants that:
Xxxxxx Covenants. 3a. In consideration of the receipt of the remaining Escrowed Funds, as provided in Section 2 hereof, Xxxxx agrees on the Closing Date to surrender to GOLS for cancellation certain warrants to acquire shares of GOLS common stock that were granted to him on January 30, 2004, with the agreed upon value of the said warrants being $200,000 of the $500,000 Escrowed Funds.
Xxxxxx Covenants. Upon Database's full payment of the Note, Xxxxx shall tender to Database his written resignation as a director Database and provide Database with a written discharge of Database's obligations under the Note.
Xxxxxx Covenants. Xxxxxx shall not, and shall not permit its Affiliates to, (i) use the Existing SurVeil Trademark or the Existing Serene Trademark for the purpose of commercializing any product (other than the Product sold to Xxxxxx or its Affiliates or pursuant to a separate agreement with Surmodics or one of its Affiliates), (ii) use in their respective businesses, any Trademark that is confusingly similar to, misleading or deceptive with respect to or that dilutes any (or any part) of the Existing SurVeil Trademark or the Existing Serene Trademark, (iii) commit any act which endangers, destroys, or similarly affects, in any material respect, the value of the goodwill pertaining to the Existing SurVeil Trademark or the Existing Serene Trademark, or (iv) attack, dispute, or contest the validity of or ownership of the Existing SurVeil Trademark or the Existing Serene Trademark, anywhere in the Territory.
Xxxxxx Covenants. Xxxxxx agrees and acknowledges that to ensure that the Company retains its value and goodwill, he has a continuing obligation to not use any Confidential Information (as defined below), special knowledge of the Business, or the relationships of the Company or the Company Affiliates with their respective customers and employees, all of which Xxxxxx will continue to gain access to through Xxxxxx’x employment with the Company, other than in the furtherance of Xxxxxx’x legitimate job duties. Accordingly, Xxxxxx agrees that he has a continuing obligation from his 2019 Agreement to the following restrictive covenants.
