Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials, (a) Pacific and WWN will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities. (b) Neither Pacific nor WWN will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 3 contracts
Sources: Merger Agreement (Worldwide Wireless Networks Inc), Merger Agreement (Worldwide Wireless Networks Inc), Merger Agreement (Worldwide Wireless Networks Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific CVI and WWN Chaos will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and an business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental government authorities.
(b) Neither Pacific CVI nor WWN Chaos will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Luminart Corp), Reorganization Agreement (Luminart Corp)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,financial statements:
(a) Logio and Pacific and WWN will (iI) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Logio nor Pacific nor WWN will (iI) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,0005,000.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Logio Inc), Reorganization Agreement (Pacific Webworks Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific USAOneStar and WWN Corvallis will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific USAOneStar nor WWN Corvallis will (i) make any change in its Articles of Incorporation Incorporation/Organization or Bylaws except and unless as contemplated pursuant to Section 3 of this PlanBylaws/Operating Agreement; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,0002,000.
Appears in 2 contracts
Sources: Agreement and Plan of Reorganization (Corvallis Inc), Agreement and Plan of Reorganization (Corvallis Inc)
Action Prior to Closing. Upon the execution hereof until the Closing dateDate, and the completion of the consolidated audited financials,
(a) Pacific WebWorks and WWN Asphalt will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific WebWorks nor WWN Asphalt will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $$ 10,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,financial statements:
(a) IPI and Pacific and WWN will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither IPI nor Pacific nor WWN will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,0005,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific IMT and WWN Shur De Cor will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific IMT nor WWN Shur De Cor will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Sources: Merger Agreement (Interactive Marketing Technology Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific IMG and WWN iMall will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific IMG nor WWN iMall will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific Christopher and WWN ▇▇▇▇▇▇ ▇▇▇▇ke will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific Christopher nor WWN ▇▇▇▇▇▇ ▇▇▇▇ke will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Sources: Reorganization Agreement (Halifax International Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific CR&R and WWN Natures will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific CR&R nor WWN Natures will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific Physicomp and WWN iMall will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific Physicomp nor WWN iMall will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific Davki and WWN WIN will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific Davki nor WWN WIN will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,0005,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific EWS and WWN EPAT will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific EWS nor WWN EPAT will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Environmental Plasma Arc Technology Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific Madison and WWN Natures will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific Madison nor WWN Natures will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,financial statements:
(a) Pacific Vestrio and WWN Whole Living will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific Vestrio nor WWN Whole Living will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,0002,000.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Whole Living Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financials,
(a) Pacific Whole Living and WWN WLN will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific Whole Living nor WWN WLN will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract
Sources: Merger Agreement (Whole Living Inc)
Action Prior to Closing. Upon the execution hereof until the Closing date, and the completion of the consolidated audited financialsfinancial statements,
(a) Pacific R&R and WWN Natures will (i) perform all of its obligations under material contracts, leases, insurance policies and/or documents relating to its assets and business; (ii) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with existing potential customers and clients; and (iii) fully comply with and perform in all material respects all duties and obligations imposed on it by all federal and state laws and all rules, regulations, and orders imposed by all federal or state governmental authorities.
(b) Neither Pacific R&R nor WWN Natures will (i) make any change in its Articles of Incorporation or Bylaws except and unless as contemplated pursuant to Section 3 of this Plan; (ii) enter into or amend any contract, agreement, or other instrument of the types described in the parties' schedules, except that a party may enter into or amend any contract or other instrument in the ordinary course of business involving the sale of goods or services, provided that such contract does not involve obligations in excess of $10,000.
Appears in 1 contract