Action During Interim Period Clause Samples
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Action During Interim Period. During the Interim Period, the Vendor shall:
(a) carry on the Business in the normal course and use its reasonable efforts to preserve intact its present business organization, to keep available the services of its present officers, employees, consultants and agents, to maintain its present suppliers, distributors, advertisers, creditors and customers and to preserve its goodwill;
(b) keep the Assets in good operating condition and repair (ordinary wear and tear excepted) having regard for their present use in the Business;
(c) notify the Purchaser immediately of any Material Adverse Change and of any breach of any representation, warranty or covenant in this Agreement;
(d) not do any act or omit to do any act that would cause a material breach of any contract, commitment or obligation of the Vendor, or would constitute a material breach of any representation, warranty, covenant or agreement contained in this Agreement;
(e) not purchase, sell, lease, mortgage, pledge or otherwise acquire or dispose of any properties or assets of the Business, except for Inventory purchased, sold or otherwise disposed of in the ordinary course of the Business consistent with past practice;
(f) not increase or otherwise change the rate or nature of the compensation (including wages, salaries, bonuses, and benefits under pension, profit sharing, deferred compensation and similar plans or programs) which is paid or payable to any employee of the Business, except (i) in the ordinary course of the Business consistent with past practice or (ii) pursuant to existing plans or agreements disclosed in the Schedules;
(g) not enter into, or become obligated under, any Contract material to the Business or involving the payment to (or by) the Vendor of more than $50,000 over the term thereof except with the consent of the Purchaser acting reasonably;
(h) not change, amend, terminate or otherwise modify any Contract or Real Property Lease to which the Vendor is a party in any material respect; and
(i) maintain in full force and effect with respect to the Business, policies of insurance of the same type, character and coverage as the policies currently carried;
(j) not permit or allow any of the Assets to be subject to any Lien (other than Permitted Liens);
(k) not change the Business's accounting methods, principles or practices (including, without limitation, any change in reserve policies, depreciation or amortization methods, policies or rates of income recognition methods);
(l) not ma...
Action During Interim Period. During the Interim Period, the Corporation shall be operated and managed in the usual and ordinary course of business such that the Corporation shall:
(1) other than changes to compensation or other benefits which have been approved by a majority of the board of directors or in accordance with existing agreements, not make or agree to make any material change in the compensation of any Senior Employee and not pay or agree to pay or set aside any bonus, profit sharing, retirement, insurance, death, severance or fringe benefit or other extraordinary or indirect compensation to, for or on behalf of any Senior Employee;
(2) not dispose of any of the Assets, except for sales of inventories in the normal course of business;
(3) not enter into any Material Contract that is not in the normal course of business;
(4) not issue any shares or other securities of the Corporation in connection with the warrant transactions or the exercise of options already granted;
Action During Interim Period. During the Interim Period, GQM shall cause US Holdco to operate its business in the ordinary course of business in compliance with Applicable Law and consistent with past practice, including causing US Holdco to not, directly or indirectly:
(a) amend its articles of incorporation, articles of amalgamation or by-law or similar organizational documents;
(b) split, combine or reclassify any shares of US Holdco;
(c) redeem, repurchase, or otherwise acquire or offer to redeem, repurchase or otherwise acquire any shares of capital stock of US Holdco;
(d) declare or pay any dividend or other distribution on the securities of the Company;
(e) issue, grant, deliver, sell, pledge or otherwise encumber, or authorize the issuance, grant, delivery, sale, pledge or other encumbrance of any shares of capital stock, securities, options, warrants or similar rights exercisable or exchangeable for or convertible into such capital stock, of US Holdco;
(f) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, in one transaction or in a series of related transactions, assets, securities, properties, interests or businesses;
(g) reorganize, amalgamate or merge US Holdco;
(h) reduce the stated capital of the shares of US Holdco;
(i) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of US Holdco;
(j) sell, pledge, lease, dispose of, surrender, lose the right to use, mortgage, license, encumber or otherwise dispose of or transfer any assets of US Holdco, including the Units;
(k) make any material Tax election, information schedule, return or designation, except as required by Applicable Law and in a manner consistent with past practice, settle or compromise any material Tax claim, assessment, reassessment or liability, file any amended Tax Return, enter into any material agreement with a Governmental Authority with respect to Taxes, surrender any right to claim a material Tax abatement, reduction, deduction, exemption, credit or refund, consent to the extension or waiver of the limitation period applicable to any material Tax matter or materially amend or change any of its methods or reporting income, deductions or accounting for income Tax purposes except as may be required by Law;
(l) make any loan or advance to, or any capital contribution or investment in, or assume, guarantee or otherwise become liable with respect to the liabilities or obligations of, any Person;
(m) prepay any long-term ...
Action During Interim Period. During the Interim Period, except as otherwise expressly set forth in Schedule 7.5, as required by Applicable Law or as consented to in writing in advance by the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed, and in the event the Purchaser does not acknowledge receiving a request for consent within 10 Business Days after such consent is requested in writing by the Vendor, the Purchaser shall be deemed to have consented to such request) or as otherwise contemplated, permitted or required by this Agreement or the Transaction Agreements,
(a) subject to Section 7.5(b), the Vendor shall use its commercially reasonable efforts to cause the Corporation to carry on its business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current key officers and other key Employees and maintain its existing material business relationships with customers, suppliers, distributors, licensors (of Intellectual Property material to the conduct of the Business), and others having material business dealings with the Corporation; and
(b) notwithstanding Section 7.5(a), the Vendor shall not, directly or indirectly, cause or permit the Corporation do any of the following:
(i) amend any Constitutive Documents of the Corporation in any respect that would be material to the Purchaser;
(ii) grant any options to acquire capital stock in the Corporation or grant to any Person any right to acquire any ordinary shares in the capital stock of the Corporation;
(iii) (A) directly or indirectly issue, sell or grant any Corporation Securities or any other equity interests in the Corporation, (B) redeem, purchase or otherwise reacquire any issued and outstanding Corporation Securities, or
Action During Interim Period. During the period between the date of execution of this Agreement and the Closing Date, the Vendor shall:
(a) carry on the Business in the normal course;
(b) maintain and keep the Assets in good repair (normal wear and tear excepted);
(c) notify the Purchaser immediately of any Material Adverse Change and of any breach of any representation, warranty or covenant in this Agreement;
(d) not amend in any way or terminate any Employee Plan;
(e) not do any act or omit to do any act that would cause a breach of any representation, warranty, covenant or agreement contained in this Agreement; and
(f) not hire any new employee or terminate any existing employee without prior consultation with the Purchaser.
Action During Interim Period. During the Interim Period, the Dion Group and the Dick Group shall cause 1364927, 1364928 and the Corporations:
(a) not to make or agree to make any material change in the compensation of any Director, Officer or Employee and, except in ordinary course of business, not to pay or agree to pay or set aside any bonus except ▇▇▇▇' bonus of $30,000, profit sharing, retirement, insurance, death, severance or fringe benefit or other extra-ordinary or indirect compensation to, for or on behalf of any Director, Officer or Employee;
(b) not to sell, assign, transfer, mortgage, pledge or otherwise encumber any of the Assets, except for sales of Inventories in the normal course of business;
(c) not to enter into any contract, agreement, commitment or transaction outside the normal course of business;
(d) not to issue any shares or other securities of 1364927, 1364928 and the Corporations;
(e) not to declare or cause to be paid any dividend or make any other form of distribution or payment on the Shares or any other securities of 1364927, 1364928 and the Corporations;
(f) not to default in the performance of any term or condition of any Material Contract or Licenses and Permits;
(g) not to cancel or amend any policy of insurance which relates to 1364927, 1364928 and the Corporations or any of the Assets, except with the prior written consent of the Purchaser;
(h) not to enter into any Material Contracts, except in the normal course of business;
(i) to maintain relations with the suppliers, customers and landlords of the Corporations in accordance with past custom and practice;
(j) to pay before delinquency all Taxes and other obligations which become due and payable by 1364927, 1364928 and the Corporations; and
(k) generally, to carry on the Business in the normal course.
Action During Interim Period. 38 5.6 Investment Canada Notifications..................................39 5.7 Consents to Assignment of Contracts and Permits..................39 5.8 Cooperation......................................................39 5.9 Actions to Satisfy Closing Conditions............................40 5.10 Vendor's Several Liability.......................................40 5.11 ECB and VCB Arrangements.........................................40 5.12
Action During Interim Period. During the Interim Period, the Vendor shall:
(1) carry on the Business in the normal course;
(2) notify the Purchaser immediately of any Material Adverse Change and of any breach of any representation, warranty, covenant or agreement in this Agreement; and
(3) not do any act that would cause a breach of any representation, warranty, covenant or agreement contained in this Agreement.
Action During Interim Period. During the Interim Period, MSA shall, or shall cause an Affiliate or other subsidiary to:
(1) maintain and keep the Mulatos Project in good standing with respect to any required governmental filings;
(2) notify ONCM immediately of any breach of any representation, warranty or covenant in this Agreement; and
(3) not do any act or omit to do any act that would cause a breach of any representation, warranty, covenant or agreement contained in this Agreement.
Action During Interim Period. 35 Section 5.12 Pre-Closing Access....................................... 36 Section 5.13 Confidentiality.......................................... 36 Section 5.14 Access to Records........................................ 36 Section 5.15