Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (b) below), shall each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shall: (i) make any changes in their governing documents, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offer; (ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 3 contracts
Sources: Share Exchange Agreement (AvWorks Aviation Corp), Share Exchange Agreement (Datamill Media Corp.), Share Exchange Agreement (Datamill Media Corp.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young FTA Schedules, or as permitted or contemplated by this Agreement, the Company and YoungFTA, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallFTA will:
(i) make any changes in their governing documentsArticles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of YoungFTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 3 contracts
Sources: Stock Purchase Agreement (GO EZ Corp), Stock Purchase Agreement (GO EZ Corp), Stock Purchase Agreement (GO EZ Corp)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Buyer Schedules or the Young Company Schedules, or as permitted or contemplated by this Agreement, the Company Buyer and Youngthe Company, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Buyer nor the Company nor Young shallwill:
(i) make any changes in their governing documentsArticles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 2.07 (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 2 contracts
Sources: Stock Purchase Agreement (GO EZ Corp), Stock Purchase Agreement (GO EZ Corp)
Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Cycle Energy Schedules, or as permitted or contemplated by this Agreement, the Company and YoungCycle Energy, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;; Share Exchange Agreement Cycle Energy, Cycle Energy Shareholder and American International Holdings
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallDate Cycle Energy will not:
(i) make any changes in their its Articles of Incorporation or Bylaws (or similar governing documents), except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Cycle Energy’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (American International Holdings Corp.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Group Company Schedules, or as permitted or contemplated by this Agreement, the Company and YoungRare, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallRare will:
(i) make any changes in their governing documentsCertificates of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of YoungRare, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (Siberian Energy Group Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, Healthrenu Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (b) below)) and Healthrenu respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallHealthrenu will:
(i) make any changes in their governing documentsArticles of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of YoungHealthrenu, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company DLD Group Schedules or the Young Schedules, DLD Great Industry Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively DLD Group (subject to paragraph (b) below)) and DLD Great Industry respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company DLD Group nor Young shallDLD Great Industry will:
(i) make any changes in their governing documentsOrganizational Documents, including any change of name, except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 1.07, in the case of YoungDLD Great Industry, or in Section 2.07, in the case of the Company DLD Group (all except as permitted therein or as disclosed in the applicable party's schedulesDLD Great Industry Schedules or DLD Group Schedules, as applicable);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe DLD Great Industry Schedules or DLD Group Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, EAI Schedules or as permitted or contemplated by this Agreement, the Company and YoungEAI respectively, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company SEC Reports;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement hereof until the Closing Date, neither the Company nor Young shallEAI will:
(i) make any changes in their governing documentsArticles of Incorporation, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, EAI or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as not previously contemplated in this Section 4.04) conjuction with the Company’s capital raise efforts, or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company SEC Reports.
Appears in 1 contract
Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Cranbury Schedules, or as permitted or contemplated by this Agreement, the Company and YoungCranbury, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallDate Cranbury will not:
(i) make any changes in their governing documentsits Governing Documents, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Cranbury’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young FTA Schedules, or as permitted or contemplated by this Agreement, the Company and YoungFTA, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;; Initials: R.N.
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallFTA will:
(i) make any changes in their governing documentsArticles or Certificates of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of YoungFTA, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.. Initials: R.N.
Appears in 1 contract
Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young OEP Schedules, or as permitted or contemplated by this Agreement, the Company and YoungOEP, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallDate OEP will not:
(i) make any changes in their governing documentsits Articles of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's OEP’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of businesstransactions.
Appears in 1 contract
Sources: Share Exchange Agreement (Panther Biotechnology, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Tropical Schedules or the Young Schedules, Ambassador Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively Tropical (subject to paragraph (bd) below)) and Ambassador respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company Tropical nor Young shallAmbassador will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 in the case of YoungAmbassador, or in Section 2.07, in the case of the Company Tropical (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in this Section 4.04Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Tropical) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company OXFORD Schedules or the Young Schedules, PRC Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively OXFORD (subject to paragraph (bd) below), shall each) and the SHAREHOLDERS will cause PRC to:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither OXFORD will not, and the Company nor Young shallSHAREHOLDERS will not allow PRC to:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 in the case of Youngthe SHAREHOLDERS, or in Section 2.07, in the case of the Company OXFORD (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04the sale of securities underlying existing warrants or options of OXFORD) or conduct any similar transactions other than in the ordinary course of businessbusiness (other than transactions contemplated herein or in the PRC Schedules or OXFORD Schedules).
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company OPAL, TRIPLE and OAD Schedules or the Young Schedules, or as permitted or contemplated by this the Agreement, the Company and Young, respectively OPAL (subject to paragraph (bd) below)) TRIPLE and OAD respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallOPAL, TRIPLE or OAD will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 1.07(a) in the case of YoungTRIPLE, 1.07 (b) in the case of OAD, or in Section 2.07, in the case of the Company OPAL (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04the sale of securities underlying existing warrants or options of OPAL) or conduct any similar transactions other than in the ordinary course of businessbusiness (other than transactions contemplated herein or in the OPAL, TRIPLE or OAD Schedules).
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company EPS Schedules or the Young Schedules, Money4Gold Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively EPS (subject to paragraph (bd) below)) and Money4Gold respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company EPS nor Young shallMoney4Gold will:
(i) make any changes in their governing documentsmemorandum of association, articles of association, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, Money4Gold or in Section 2.07, in the case of the Company EPS (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (Effective Profitable Software, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Gulf Schedules, or as permitted or contemplated by this Agreement, the Company and YoungGulf, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallGulf will:
(i) make any changes in their governing organizational documents, except as otherwise provided in or contemplated by this Agreement; Share Exchange Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offer;Gulf, Gulf Shareholders and Saga
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.;
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young ICFG Schedules, or as permitted or contemplated by this Agreement, the Company and YoungICFG, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallICFG will:
(i) make any changes in their governing organizational documents, except as otherwise provided in or contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's Party’s schedules, except that a party Party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services;
(iii) issue or redeem any securities; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) operations or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Title Schedules, or as permitted or contemplated by this Agreement, the Company and YoungTitle, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallTitle will:
(i) make any changes in their governing documentsCertificates of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of YoungTitle, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, ONC Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and ONC respectively, shall will each:
(ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports;
(iib) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(ivd) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(ve) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(bg) From and after the date of this Agreement hereof until the Closing Date, except as required by this Agreement neither the Company nor Young shallONC will:
(i) make any changes in their governing documentsArticles of Incorporation, articles or articles of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, ONC or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, LUCKYBULL Schedules or as permitted or contemplated by this Agreement, the Company and Young, LUCKYBULL respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallLUCKYBULL will:
(i) make any changes in their governing documentsCertificate of Incorporation or Memorandum and Articles of Association, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of YoungLUCKYBULL, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any capital shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Kurrant Schedules or the Young Schedules, Zhidali Industrial Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively Kurrant (subject to paragraph (b) below)) and Zhidali Industrial respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company Kurrant nor Young shallZhidali Industrial will:
(i) make any changes in their governing documentsOrganizational Documents, including any change of name, except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 1.07, in the case of YoungZhidali Industrial, or in Section 2.07, in the case of the Company Kurrant (all except as permitted therein or as disclosed in the applicable party's schedulesZhidali Industrial Schedules or Kurrant Schedules, as applicable);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe Zhidali Industrial Schedules or Kurrant Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (Kurrant Food Enterprises, Inc.)
Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young W Marketing Schedules, or as permitted or contemplated by this Agreement, the Company and YoungW Marketing, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallDate W Marketing will not:
(i) make any changes in their governing documentsits Articles of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's W Marketing’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company TJS Schedules or the Young Schedules, BVI-ACM Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively TJS (subject to paragraph (bd) below)) and BVI-ACM respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company TJS nor Young shallBVI-ACM will:
(i) make any changes in their governing documentsmemorandum of association, articles of association, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, BVI-ACM or in Section 2.07, in the case of the Company TJS (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, SNO Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and SNO respectively, shall will each:
(ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports;
(iib) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(ivd) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(ve) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(bg) From from and after the date of this Agreement hereof until the Closing Date, except as required by this agreement neither the Company nor Young shallSNO will:
(i) make any changes in their governing documentsCertificates of Incorporation, certificates or certificates of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, SNO or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.
Appears in 1 contract
Sources: Share Exchange Agreement (Pacific Ventures Group, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement November 24, 2020 until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, an SEC Report or SRM Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and SRM respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement November 30, 2020 until the Closing Date, neither the Company nor Young shallSRM will:
(i) make any changes in their governing documentsArticles of Incorporation, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, SRM or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the SEC Reports.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company NewEra Schedules or the Young Schedules, Grain Wealth Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively NewEra (subject to paragraph (b) below)) and Grain Wealth respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company NewEra nor Young shallGrain Wealth will:
(i) make any changes in their governing documentsOrganizational Documents, including any change of name, except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 1.07, in the case of YoungGrain Wealth, or in Section 2.07, in the case of the Company NewEra (all except as permitted therein or as disclosed in the applicable party's schedulesGrain Wealth Schedules or NewEra Schedules, as applicable);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe Grain Wealth Schedules or NewEra Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (NewEra Technology Development Co., LTD)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Am-Pac or Investments Schedules or the Young Schedules, or as permitted or contemplated by this Agreement, the Company Am-Pac, Investments and YoungSweeney, respectively (subject to paragraph (b) below)respectively, shall will each:
(i) carry on its their business in substantially the same manner as it has they had heretofore;
(ii) maintain and keep its their properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by itthem including sufficient insurance to cover the Real Property and the improvements thereon;
(iv) use good faith efforts to perform in all material respects all of its their obligations under material contracts, leases, and instruments relating to or affecting its their assets, properties, and business;
(v) use its good faith their best efforts to maintain and preserve its their business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it them by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company Am-Pac, Sweeney nor Young shallInvestments will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles of incorporation or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerbylaws;
(ii) take any action described in Section 1.07 in the case of YoungInvestments, or in Section 2.073.07, in the case of the Company Am-Pac (all except as permitted therein or as disclosed in the applicable party's schedules);; or
(iii) enter into or amend any contract, agreement, or other instrument instruments of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operationsand Am-Pac may execute the exchange agreement with the Spanish development company referenced herein and may continue to negotiate and seek opportunities to acquire business, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessand enter contracts accordingly.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Effective Date and except as set forth in the Company AMIWORLD - NV or AMIWORLD - NY Schedules or the Young Schedules, or as permitted or contemplated by this Agreement, the Company AMIWORLD - NV and YoungAMIWORLD - NY, respectively (subject to paragraph (b) below)respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, employees and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, regulations and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Effective Date, neither the Company AMIWORLD - NV nor Young shallAMIWORLD - NY will:
(i) make any changes in their governing documents, except as otherwise provided specifically set forth herein, make any change in this Agreement their respective Articles of Incorporation or required by the recapitalization Bylaws, or Articles of the Company Incorporation or Bylaws, as may be necessary to carry out the Exchange Offerapplicable;
(ii) take any action described in Section 1.07 1.7 in the case of YoungAMIWORLD - NY, or in Section 2.072.6, in the case of the Company AMIWORLD - NV (all except as permitted therein or as disclosed in the applicable party's ’s schedules);; or
(iii) enter into or amend any contract, agreement, agreement or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, agreement or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Merger Agreement (Amiworld, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Eco-Tek Schedules, or as permitted or contemplated by this Agreement, the Company and YoungEco-Tek, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallEco-Tek will:
(i) make any changes in their governing documentsArticles of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company Eco-Tek (all except as permitted therein or as disclosed in the applicable party's Eco-Tek’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) ), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Parent Schedules or the Young M3X Schedules, or as permitted or contemplated by this Agreement, the Company Parent and YoungM3X, respectively (subject to paragraph (b) below), shall each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company Parent nor Young M3X shall:
(i) make any changes in their governing documentsCertificates of Incorporation or Articles of Incorporation (as applicable) or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company Parent as may be necessary to carry out the Exchange Offer;
(ii) take any action described in Section 1.07 1.05 in the case of YoungM3X, or in Section 2.072.09, in the case of the Company Parent (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.045.03) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement September 30, 2011 until the Closing Date and except as set forth in the Company TNSX Schedules or the Young Schedules, Big Tree Brunei Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively TNSX (subject to paragraph (bd) below)) and Big Tree Brunei respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the TNSX SEC Reports;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement September 30, 2011 until the Closing Date, neither the Company TNSX nor Young shall:Big Tree Brunei will, except as provided for in Schedule 4.06(b):
(i) make any changes in their governing documentsArticles of Incorporation, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, Big Tree Brunei or in Section 2.07, in the case of the Company TNSX (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the TNSX SEC Reports.
Appears in 1 contract
Sources: Share Exchange Agreement (Transax International LTD)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, Mikwec Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and Mikwec respectively, shall will each:
: (i) carry on its business in substantially the same manner as it has heretofore;
; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
; (v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
. (b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shall:
Mikwec will not: (i) make any changes in their governing documentsit's Articles or Certificate of Incorporation or Bylaws, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offer;
Agreement; (ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
1.07; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) operations or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company ZKID Schedules or the Young Schedules, EATWARE Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively ZKID (subject to paragraph (bd) below)) and EATWARE respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company ZKID nor Young shallEATWARE will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 in the case of YoungEATWARE , or in Section 2.07, in the case of the Company ZKID (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in this Section 4.04Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of ZKID) or conduct any similar transactions other than in the ordinary course of business.
(c) In light of the fact that EATWARE Shareholders will control ZKID as a result of the Exchange, from and after the date of this Agreement until the Closing Date, ZKID shall take no action which is material to its business without the prior written approval of EATWARE, which EATWARE may give or withhold in its sole discretion after consultation with ZKID.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Stanford Schedules or the Young Schedules, Skreem Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively Stanford (subject to paragraph (bd) below)) and Skreem respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company Stanford nor Young shallSkreem will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 in the case of YoungSkreem, or in Section 2.07, in the case of the Company Stanford (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in this Section 4.04Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, PEC Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and PEC respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company SEC Reports;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement hereof until the Closing Date, neither the Company nor Young shallPEC will:
(i) make any changes in their governing documentsArticles of Incorporation, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, PEC or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company SEC Reports.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or the Young COMPANY Schedules, if any, or HTG Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively COMPANY (subject to paragraph (bd) below)) and HTG, shall respectively, will each:
(ia) carry on its business in substantially the same manner as it has heretofore;
(iib) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(ivd) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(ve) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(bg) From from and after the date of this Agreement hereof until the Closing Date, except as required by this agreement neither the Company COMPANY nor Young shallHTG will:
(i) make any changes in their governing charter documents, except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 1.08 in the case of Young, HTG or in Section 2.072.06, in the case of the Company COMPANY (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (Healing Touch Holdings, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company FDVI Schedules or the Young Schedules, American D&C Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively FDVI (subject to paragraph (bd) below)) and American D&C respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company FDVI nor Young shallAmerican D&C will:
(i) make any changes in their governing documents, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, American D&C or in Section 2.07, in the case of the Company FDVI (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) 5.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Designer Apparel Schedules, or as permitted or contemplated by this Agreement, the Company and YoungDesigner Apparel, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) 5.4.2 From and after the date of this Agreement until the Closing DateDate Designer Apparel will not: Share Exchange Agreement Designer Apparel, neither the Company nor Young shall:Designer Apparel Members and Code Green
(i) make any changes in their its Certificate of Formation or Operating Agreement (or similar governing documents), except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Designer Apparel’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 5.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) 4.4.1 From and after the date of this Agreement until the Closing Date and except as set forth in the Company Schedules or the Young Classics Schedules, or as permitted or contemplated by this Agreement, the Company and YoungClassics, respectively (subject to paragraph (b) below), shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.
(b) 4.4.2 From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallClassics will not:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerits Governing Documents;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company 1.6 (all except as permitted therein or as disclosed in the applicable party's Classics’ schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; orand
(iv) sell any assets or discontinue any operations, sell or issue any shares of evidencing capital stock (other than as contemplated in this Section 4.04) 4.4), issue any convertible securities or conduct any similar transactions other than in the ordinary course of business.. Share Exchange Agreement Classics, Classics Shareholder and Golden Matrix Group
Appears in 1 contract
Sources: Share Exchange Agreement (Golden Matrix Group, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until Prior to the Closing Date and except as set forth in the Company Schedules or the Young ASKARII Schedules, or as permitted or contemplated by this Agreement, the Company and YoungASKARII, respectively (subject to paragraph (b) below), shall have each:
(i) carry carried on its business in substantially the same manner as it has heretofore;
(ii) maintain maintained and keep kept its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain maintained in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use used good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use used its good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply complied with and perform performed in all material respects all obligations and duties imposed on it by all federal, provincial and state laws and all rules, regulations, and orders imposed by federal, provincial or state governmental authorities.. January 29th, 2016 27 of 54 Share Exchange Agreement
(b) From and after the date of this Agreement until the Closing Date, neither the Company nor Young shallASKARII has:
(i) make made any changes in their governing organizational documents, except as otherwise provided in or contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 in the case of Young, or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter entered into or amend amended any contract, agreement, or other instrument of any of the types described in such party's Party’s schedules, except that a party Party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services;
(iii) issued or redeemed any securities other than as disclosed to; or
(iv) sell sold any assets or discontinue discontinued any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) operations or conduct conducted any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Unicorp Schedules or the Young Schedules, Affiliated Holdings Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively Unicorp (subject to paragraph (bd) below)) and Affiliated Holdings respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the Company Unicorp nor Young shallAffiliated Holdings will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 in the case of YoungAffiliated Holdings , or in Section 2.07, in the case of the Company Unicorp (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in this Section 4.04Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Unicorp) or conduct any similar transactions other than in the ordinary course of business.
(c) In light of the fact that Affiliated Holdings ' Shareholders will control Unicorp as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Unicorp shall take no action which is material to its business without the prior written approval of Affiliated Holdings , which Affiliated Holdings may give or withhold in its sole discretion after consultation with Unicorp.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement March 31, 2011 until the Closing Date and except as set forth in the Company CAAH Schedules or the Young Schedules, CZT Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively CAAH (subject to paragraph (bd) below)) and CZT respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the CAAH SEC Reports;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement March 31, 2011 until the Closing Date, neither the Company CAAH nor Young shall:CZT will, except as provided for in Schedule 4.06(b):
(i) make any changes in their governing documentsArticles of Incorporation, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, CZT or in Section 2.07, in the case of the Company CAAH (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the CAAH SEC Reports.
Appears in 1 contract
Sources: Share Exchange Agreement (China America Holdings, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Company Xaibe Schedules or the Young Schedules, PolarShield Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively Xaibe (subject to paragraph (bd) below)) and PolarShield respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing DateDate and except as permitted or contemplated by this Agreement, neither the Company Xaibe nor Young shallPolarShield will:
(i) make any changes in their governing documents, except as otherwise provided in this Agreement articles or required by the recapitalization certificate of the Company as may be necessary to carry out the Exchange Offerincorporation or bylaws;
(ii) take any action described in Section 1.07 in the case of YoungPolarShield, or in Section 2.07, in the case of the Company Xaibe (all except as permitted therein or as disclosed in the applicable party's schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04herein) or conduct any similar transactions other than in the ordinary course of business.
(c) Any other provision of this Agreement notwithstanding, on or prior to the Closing Date, PolarShield shall be permitted, in its sole discretion, to (i) enter into leases and other agreements in the ordinary course of business and (ii) change its banking affiliation, including any bank with which it has established a line of credit.
(d) In light of the fact that PolarShield's shareholders will control Xaibe as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Xaibe shall take no action which is material to its business without the prior written approval of PolarShield, which PolarShield may give or withhold in its sole discretion after consultation with Xaibe.
Appears in 1 contract
Sources: Exchange Agreement (Xaibe Inc)
Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, PFH Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and PFH respectively, shall will each:
(ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports;
(iib) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(ivd) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(ve) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(bg) From and after the date of this Agreement hereof until the Closing Date, neither the Company nor Young shallPFH will:
(i) make any changes in their governing documentsArticles of Incorporation, articles or articles of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, PFH or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.
Appears in 1 contract
Actions Prior to Closing. (a) From and after the date of this Agreement September 30, 2014 until the Closing Date and except as set forth in the Company Schedules or the Young Schedules, an SEC Report or Urban Planet Schedules or as permitted or contemplated by this Agreement, the Company and Young, respectively (subject to paragraph (bd) below)) and Urban Planet respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement September 30, 2014 until the Closing Date, neither the Company nor Young shallUrban Planet will:
(i) make any changes in their governing documentsArticles of Incorporation, articles or certificate of incorporation or bylaws except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange Offerincluding a name change;
(ii) take any action described in Section 1.07 in the case of Young, Urban Planet or in Section 2.07, in the case of the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the SEC Reports.
Appears in 1 contract
Sources: Share Exchange Agreement (Sibling Group Holdings, Inc.)
Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the C▇▇▇ ▇▇▇ Schedules or CAYMAN Company Schedules or the Young Schedules, or as permitted or contemplated by this Agreement, the Company and Young, respectively C▇▇▇ ▇▇▇ (subject to paragraph (b) below)) and CAYMAN Company respectively, shall will each:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(v) use its good faith best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal, provincial federal and state laws and all rules, regulations, and orders imposed by federal, provincial federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, neither the C▇▇▇ ▇▇▇ nor CAYMAN Company nor Young shallwill:
(i) make any changes in their governing documentsOrganizational Documents, including any change of name, except as otherwise provided in contemplated by this Agreement or required by the recapitalization of the Company as may be necessary to carry out the Exchange OfferAgreement;
(ii) take any action described in Section 1.07 1.07, in the case of YoungCAYMAN Company, or in Section 2.07, in the case of the Company C▇▇▇ ▇▇▇ (all except as permitted therein or as disclosed in the applicable party's schedulesCAYMAN Company Schedules or C▇▇▇ ▇▇▇ Schedules, as applicable);
(iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe CAYMAN Company Schedules or C▇▇▇ ▇▇▇ Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or
(iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.04) or conduct any similar transactions other than in the ordinary course of business.
Appears in 1 contract
Sources: Share Exchange Agreement (Cang Bao Tian Xia International Art Trade Center, Inc.)