Certain Pre Closing Covenants Sample Clauses

Certain Pre Closing Covenants. With respect to the period between the date of this Agreement and the Closing:

Certain Pre Closing Covenants. From the Effective Date through the Closing Date:

Certain Pre Closing Covenants. During the time period from the Agreement Date until the earlier to occur of (i) the Effective Time, or (ii) the termination of this Agreement in accordance with the provisions of Article X, GoSolutions and VEDO each covenant and agree with the other as follows:

Certain Pre Closing Covenants. The Parties agree as follows with respect to the period between the date hereof and the Closing or earlier termination of this Agreement in accordance with Section 9.1:

Certain Pre Closing Covenants. Subject to Section 5.1 and except as otherwise expressly contemplated by this Agreement or disclosed in Section 5.2 of the Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, without the written consent of Buyer (which consent may be withheld in the sole and absolute discretion of Buyer), each Company shall not, and Sellers shall cause each Company (and in the case of Section 5.2.7, shall also cause each applicable Affiliate with respect to the income, business, and activities of each Company) not to: 5.2.1 amend or otherwise change its Organizational Documents; 5.2.2 issue, sell, pledge, dispose of, grant, transfer, encumber or authorize the issuance, sale, pledge, disposition, grant, transfer or encumbrance of any Equity Interests in, such Company of any class, or securities convertible, exchangeable or exercisable for any Equity Interests, or any options, appreciation rights, performance units or other rights of any kind to acquire any Equity Interests or such convertible or exchangeable securities of such Company; 5.2.3 (A) declare, set aside, make or pay any dividend, distribution, (whether payable in cash, securities or property or any combination thereof), contribution, loan or any other payment in respect of any Equity Interests or (B) enter into any agreement with respect to the voting of its Equity Interests; 5.2.4 split, combine, subdivide or reclassify, or issue or authorize the issuance of any other Equity Interests in respect of, in lieu of or in substitution for any Interests; 5.2.5 (A) hire or retain any employees or enter into any employment agreement, that will not be terminated at or before Closing (B) increase or establish any bonus, insurance, severance, deferred compensation, pension, retirement, profit sharing, option, equity purchase or other employee benefit plan, or make or pay any other increase in the compensation payable or to become payable to any employees of either of the Companies, or (C) enter into any collective bargaining agreement or any successor collective bargaining agreement, neutrality agreement, or any other agreement with a union or union representative; 5.2.6 (A) Except as provided in Section 5.13, sell, pledge, transfer, lease, dispose of, grant, encumber, or otherwise authorize the sale, pledge, lease, transfer, disposition, grant or Encumbrance of any of the Property (including without limitation Intellectua...

Certain Pre Closing Covenants. (a) Certain Pre-Closing Covenants of the Corporation and the Sellers. No Changes or Breach of Representations, Warranties or Covenants. From the date hereof to the date of Closing hereunder, except as otherwise consented to in advance by Purchaser in writing, Corporation will, and will cause its subsidiary, Kellenberger Incorporated, to: (i) carry on its b▇▇▇▇▇▇▇ ▇▇ ▇he usual, regular and ordinary course in substantially the same manner as heretofore and, to the extent consistent with such business, use all reasonable efforts to preserve intact its present business organization; (ii) comply in all respects with all applicable requirements of law; (iii) not amend its charter documents, in particular - not enter into any transaction of merger or consolidation or sale of assets or adopt a plan of liquidation or resolutions providing for its liquidation, dissolution or other reorganization or enter into any agreement or arrangement with respect thereto or inconsistent with this Agreement; - not issue or sell any shares of its capital stock of any class or issue, sell or exercise any options, warrants, conversion or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or enter into any agreement to do the same; - not split, combine or reclassify any of its capital stock; (iv) not declare or set aside or pay any dividends; (v) not directly or indirectly redeem, purchase or otherwise acquire any of its shares of capital stock; (vi) not make or obligate itself to make capital expenditures, i.e., investments in real or personal property having a useful life of more than one year, aggregating more than CHF 25'000, or in any event outside the ordinary course of business consistent with past practice; (vii) not organize, incorporate or otherwise acquire any subsidiary; (viii) not enter into an agreement to any of the foregoing; or (ix) not take or omit to take any action, or suffer any action or event without prompt remedy thereof, which would cause the representations and warranties of the Corporation under this Agreement to be false or breached, or which would cause the Corporation to be in violation or breach of its covenants and agreements under this Agreement or which could adversely affect the ability of the Corporation to perform its obligations hereunder.

Certain Pre Closing Covenants. 34 6.01 Conduct of the Business........................................................................................ 34 6.02

Certain Pre Closing Covenants. 5.1 Conduct of the Business of Saturn 42 5.2 Conduct of the Business of Mercury 47 5.3 No Control of Other Party’s Business 48 ARTICLE VI ADDITIONAL AGREEMENTS 6.1 Preparation of the Joint Proxy Statement and the Registration Statement 49 6.2 Shareholders Meetings; Recommendations 50 6.3 Access to Information; Confidentiality 51 6.4 No Solicitation 52 6.5 Efforts to Consummate; Notification 60 6.6 Certain Notices 63 ii 6.7 Public Announcements 63 6.8 Indemnification of Directors and Officers 63

Certain Pre Closing Covenants. 5.1 Conduct of the Business of Saturn 42 5.2 Conduct of the Business of Mercury 47 5.3 No Control of Other Party’s Business 49