Actions Pending Closing Clause Samples
The "Actions Pending Closing" clause outlines the specific actions, obligations, or restrictions that parties must observe between signing a contract and the actual closing of a transaction. Typically, this clause may require the seller to operate the business in the ordinary course, prohibit significant changes without the buyer’s consent, or mandate the fulfillment of certain conditions before closing. Its core function is to preserve the value and status of the subject matter during the interim period, ensuring that neither party takes actions that could undermine the transaction or alter the agreed-upon terms before completion.
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Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following:
(a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate of incorporation, Bylaws, operating agreement or other similar organizational document;
(b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock;
(c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock);
(d) enter into any Material Contract, except in the ordinary course of business;
(e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock;
(f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities;
(g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or em...
Actions Pending Closing. From the date of this Agreement to the Closing, the Sellers hereby covenant and agree that, unless the prior oral or written consent of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, on behalf of Buyer, is obtained, the Sellers will not (and will not allow the Operating Company or Stellar Propane to) take any action that would result in a violation of any of the following requirements:
(a) the Business will be carried on in an ordinary manner consistent with past practice and the Sellers will use (and will cause the Operating Company and Stellar Propane to use) commercially reasonable efforts to preserve their present business organization intact, keep available the services of their present officers and employees and preserve their present relationships with Persons having business dealings with them, all solely as the same relates to the Business, and will not make, institute or change any methods of distribution, purchase, sale, lease, management, accounting or operation in or affecting the Business that are not usual and customary in the industry and consistent with past practice;
(b) except as contemplated by the Merger and the Star/Petro Distribution and to effectuate the transactions contemplated hereby, neither the Operating Company nor Stellar Propane will amend or alter any of their respective Organizational Documents;
(c) neither the Operating Company nor Stellar Propane will make any loan to, or enter into any business transaction of any other nature with, any officer or director of the Operating Company or Stellar Propane;
(d) neither the Operating Company nor Stellar Propane will increase or decrease the compensation payable or to become payable to any officer, or make any change in any insurance, pension or other employee benefit plan or pay any commission or bonus to any of such officers except such increases, decreases or changes as are usual and customary in the industry and consistent with past practice;
(e) neither the Operating Company nor Stellar Propane will increase or decrease the compensation payable or to become payable to any employee, or make any change in any insurance, pension or other Benefit Plan or pay any commission or bonus to any of such employees, except such increases, decreases or changes as are usual and customary in the industry and consistent with past practice, or modify the collective status of any personnel;
(f) neither the Operating Company nor Stellar Propane will make any change in the sales, credit or collection terms and conditions i...
Actions Pending Closing. Each of Syscan and the Syscan Sole Shareholder covenants and agrees that, during the period from the date of this Agreement until the Closing Date, Syscan shall, other than as contemplated by this Agreement or for the purposes of effecting the Exchange and Closing pursuant to this Agreement or other than to the extent no Material Adverse Effect on Syscan would be incurred, conduct its business as presently operated and solely in the ordinary course, and consistent with such operation, and, in connection therewith, without the written consent of BankEngine:
(a) shall not amend its Articles of Incorporation or Bylaws;
(b) shall not pay or agree to pay to any employee, officer or director compensation that is in excess of the current compensation level of such employee, officer or director other than salary increases or payments made in the ordinary course of business or as otherwise provided in any contracts or agreements with any such employees;
(c) shall not merge or consolidate with any other entity or acquire or agree to acquire any other entity;
(d) shall not sell, transfer, or otherwise dispose of any material assets required for the operations of Syscan's business except in the ordinary course of business consistent with past practices;
(e) shall not create, incur, assume, or guarantee any material indebtedness for money borrowed except in the ordinary course of business, as provided in the schedules attached hereto or as pursuant to the terms of this Agreement, or create or suffer to exist any mortgage, lien or other encumbrance on any of its material assets, except those in existence on the date hereof or those granted pursuant to agreements in effect on the date of this Agreement or provided by BankEngine and/or any of its affiliates;
(f) shall not make any material capital expenditure or series of capital expenditures except in the ordinary course of business;
(g) shall not declare or pay any dividends on or make any distribution of any kind with respect to the Syscan Shares;
(h) shall notify BankEngine promptly in the event of any material loss or damage to any of Syscan's material assets;
(i) shall pay premiums in respect of all present insurance coverage of the types and in the amounts as are in effect as of the date of this Agreement;
(j) shall seek to preserve the present material employees, reputation and business organization of Syscan and Syscan's relationship with its significant clients and others having business dealings with it;
(k) sh...
Actions Pending Closing. Upon the Closing, Seller shall transfer, contribute and convey to Buyer all the rights, title, interest and claim of Seller in the Property by a duly executed and acknowledged quitclaim deed. Prior to the Closing, Seller shall not take any action or commit or suffer any acts which would give rise to a variance from the current legal description of the Property, or cause the creation of any exception or encumbrance against or respecting the Property without the prior written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion.
Actions Pending Closing. 4.1 Conduct of Business of the Company Prior to the Closing Date
(i) the Company will not amend its organisational documents, or effect any reclassification or other change relating to the Shares;
(ii) the Company will not declare, set aside or pay any dividend or other distribution with respect to the Shares;
(iii) the Company will conduct its business in the ordinary course and consistent with past practice;
(iv) the Company will not change the arrangements with regard to management or operation of the Vessel, nor enter into any new agreements relating to the Vessel;
(v) the Company will not enter into any employment or consultancy agreements; and
(vi) the Company will maintain all current insurance policies in force for it or the Vessel.
Actions Pending Closing. Following the Execution Date until the Effective Time, WBC and Whidbey Island Bank shall not, without the prior written consent of Frontier:
Actions Pending Closing. Subsequent to the execution of this Agreement and prior to Closing, Seller agrees as follows:
Actions Pending Closing. (a) From the date hereof until the Closing, except as contemplated by this Agreement, DETTCO covenants that, unless the prior written consent of Partnership is obtained, it will not take, and it will cause the DE Entities and the LLCs not to take, any direct or indirect action that would result in a violation of any of the following:
(i) The DE Entities, and upon conveyance of the Assets and Businesses to the LLCs, the LLCs will operate the Assets and the Businesses diligently and in the usual, regular and ordinary manner.
(ii) None of the DE Entities or the LLCs will enter into or modify any Contract or other commitment not in the usual and ordinary course of its business consistent with past business practices, or engage in any transaction not in the usual and ordinary course of its business consistent with past business practices.
(iii) None of the DE Entities or the LLCs will:
(A) create, assume or permit to exist any Lien (except Permitted Encumbrances) upon any of the Assets, whether now owned or hereafter acquired; or
(B) sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for the sale of inventory in the ordinary course of business.
(iv) All tangible property that constitutes part of the Assets will be maintained in accordance with past practice.
(v) The DE Entities or the LLCs will maintain insurance on the Assets in accordance with the DE Entities' past practices and will not permit any insurance policy naming it as a beneficiary or a loss payee to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in full force and effect.
(vi) To the extent related to the ownership and operation of the Assets, each of DETTCO and the LLCs will maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years, and will not introduce any method of accounting inconsistent with that used in prior periods, and will comply with all laws applicable to it and to the conduct of its business.
(vii) DETTCO and its Affiliates will timely file all Tax Returns and all reports required to be filed with any federal, state or local governmental agency or regulatory body to the extent they relate to the Assets or the Businesses.
(viii) The DE Entities will not, and will cause the LLCs not to, enter into any transaction, make any agreement or commitment...
Actions Pending Closing. 5.1. During the Interim Period, the Seller shall, immediately and no later than 2 (two) Business Days of such occurrence, notify the Purchasers of the occurrence of the following, in writing along with all information in its possession in relation to such event:
(a) The Seller has been threatened (in writing) or has received any notice pertaining to any litigation, dispute, proceeding filed or to be filed against the Seller that could impact the ability of the Seller to sell and transfer the Sale Shares held by the Seller; and
(b) There has been any breach of any of the Sale Shares Warranties and/ or the Tax Warranties.
5.2. The Seller undertakes, covenants and agrees with the Purchasers that, during the Interim Period, it has not shall not, without the Purchaser Representatives’ consent, transfer directly or indirectly, any of the Equity Shares or voting interests therein owned by it to any Person or create any Encumbrance over the Equity Shares owned by it.
5.3. During the Interim Period, neither Company, nor the Sellers shall, directly or indirectly: (A) solicit or initiate, the submission of, any proposal for an Alternative Transaction; (B) participate in any discussions or negotiations regarding, or furnish to any Person or group any information with respect to, or afford any access to the properties, books or records of the Company, or take any other action to facilitate any inquiries or the making of any proposal that constitutes, or may reasonably be expected to lead to, an Alternative Transaction or the making of a proposal for an Alternative Transaction; or (C) authorize any Person to engage in or enter into any agreement or understanding with respect to any Alternative Transaction. For the purpose of this Clause 5.3, Alternative Transaction means any offer or proposal to any Person for the subscription of any Equity Shares, any transaction for the acquisition or purchase, direct or indirect, of the Company, including by way of assignment or other transfer of any of the material assets of the Company, transfer or issuance of any Equity Shares or equity interests in the Company, merger, demerger, share exchange, reorganization, recapitalization, liquidation, dissolution, or business transfer with respect to the Company, other than (i) the transactions with the Purchasers set out in the Transaction Documents; or (iii) issuance of shares to the Purchasers or an Interim Funding Third Party, pursuant to the provisions of Clause 3.4 (ii) (Interim Fundi...
Actions Pending Closing. Prior to the Closing or the termination of this Agreement, no Party shall take any action that would be reasonably likely to delay the Closing or make the Closing less likely to occur, including, without limitation, any transfer of the Units or placing, or permitting to exist, any Encumbrance on the Units or IDT Shares. The Company will not consent to or record on its records any such transfer of the Units in contravention of this Section 6.2.