Conduct Prior to Closing Clause Samples
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Conduct Prior to Closing. From the date of this Agreement until the earlier of Closing or the termination of this Agreement, except as (i) otherwise expressly required or provided herein, (ii) set forth in Schedule 6.5 of the Disclosure Schedules, (iii) required by applicable Law or Governmental Entity or (iv) consented to in writing by Purchaser in advance, which decision regarding consent shall be made promptly and which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall, and Sellers shall cause the Company and each of the Company Subsidiaries to:
(a) conduct its businesses in the ordinary and usual course in substantially the same manner as heretofore conducted and use reasonable efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, creditors, lessors, employees and business associates;
(b) maintain its books of account and records consistent with its past practice in all material respects;
(c) not (i) amend its Organizational Documents other than amendments which are ministerial in nature; (ii) split, combine or reclassify its outstanding share capital; or (iii) repurchase, redeem or otherwise acquire any shares of its share capital or any securities convertible into or exchangeable or exercisable for any shares of its share capital;
(d) not declare or pay any dividends on or make other distributions in respect of any of its share capital;
(e) with respect to any present or former, director, officer or employee of the Company, not (i) enter into any employment or severance agreements or arrangements (except as may be required by the terms of any employment agreements existing on the date hereof or by applicable Law), (ii) increase compensation or benefits (except for increases in salary or hourly wage rates, in the ordinary course of business consistent with past practice), (iii) loan or advance any money or other property, or (iv) establish, adopt, enter into, amend or terminate any Benefit Plan or any plan, agreement, program, policy, fund or other arrangement that would be a Benefit Plan if it were in existence as of the date of this Agreement;
(f) not issue, sell, or dispose of any shares of, or securities convertible into or exchangeable or exercisable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of its share capital, other than any issuance, sale or disposal, solely between the Company and any wholly-owned Company Subs...
Conduct Prior to Closing. Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:
Conduct Prior to Closing. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Acquired Companies and the Seller will not take any action, or fail to take any action, or allow any other SPR Company to take any action or fail to take any action, as a result of which any of the changes or events described in Section 3.9 of this Agreement would occur. In addition, the Acquired Companies and the Seller will not, and Seller will cause the other SPR Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheld, delayed or conditioned, except to the extent required by this Agreement:
(a) take any action to impair, encumber, create a Lien against or otherwise adversely affect the assets or properties of the Acquired Companies;
(b) enter into, amend or violate the terms of any Acquired Company Contract or any SPR Company Customer Contract;
(c) change pricing charged to customers of the Business;
(d) enter into any strategic arrangement or relationship, joint venture, development or joint marketing arrangement or agreement;
(e) terminate, or give notice of termination to, any customer or Employee;
(f) hire any Employees except in the Ordinary Course of Business;
(g) change, increase or amend the rate of remuneration or amount of bonuses or other benefits or any other terms of employment of any Employee (whether payable in cash, equity compensation or otherwise) except in the Ordinary Course of Business;
(h) grant any severance or termination pay to any Employee (whether payable in cash, equity compensation or otherwise), or adopt any new severance plan, amend or modify or alter in any manner any severance plan, agreement or arrangement relating to any Employee on the date hereof;
(i) adopt or amend or enter into any Employee Plan or Employee Contract;
(j) revalue any of the assets or properties of the Acquired Companies;
(k) make or change any election in respect of Taxes of the Acquired Companies or Seller, adopt or change any accounting method in respect of Taxes of the Acquired Companies or Seller, enter into any closing agreement, settle any claim or assessment in respect of Taxes of the Acquired Companies or Seller, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes of the Acquired Companies or Seller or file any Tax Return of the Acquired Companies unless such Tax Return has been provided to Buyer for review within...
Conduct Prior to Closing. Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:
(a) Conduct Business in the Ordinary Course. The Vendor shall, and shall cause the Windjammer Companies to, conduct the Business and the operations and affairs of the Vendor and the Windjammer Companies only in the ordinary and normal course of business consistent with past practice and in accordance with existing operating budgets, and the Windjammer Companies shall not, without the prior written consent of the Purchaser, enter into any transaction or refrain from doing any action that, if effected before the date of this Agreement, would constitute a breach of any representation, warranty, covenant or other obligation of the Vendor contained herein, and provided further that none of the Vendor or the Windjammer Companies shall enter into any material Contracts with respect to any of the Windjammer Companies or the Business or spend in excess of $50,000 on any single expense item without the consent of the Purchaser, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Purchaser acknowledges and agrees that the Vendor and its affiliated companies are in the process of arranging alternate financing to which is currently in place and such financing may involve some or all of the Windjammer Companies incurring additional debt, or amending the terms of existing indebtedness, and either providing additional security in respect thereof or amending the terms of existing security, including, without limitation, an assignment of existing security. Provided that any such indebtedness is repaid as part of the transactions contemplated by this Agreement and any additional security provided in respect thereof is discharged, the consent of the Purchaser shall not be required with respect to any aspect of such financing;
Conduct Prior to Closing. 7.1 Conduct of Business by HL, the Company, Parent, and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of HL, the Company, the Company’s Subsidiaries, Parent and Merger Sub shall, except to the extent that HL (in the case of a request by the Company) or the Company (in the case of a request by HL) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 7.1 hereto or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 7.1 hereto) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. During the Interim Period, HL shall file all Certifications, registration statements, reports, schedules, forms, statements, and other documents required to be filed or furnished to the SEC (“Additional HL SEC Reports”), which Additional SEC Reports shall be prepared in accordance with the requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations thereunder, and which will not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, except as required or permitted by the terms of this Agreement, the PIPE Subscription Agreements, or as set forth in Schedule 7.1 hereto, without the prior written consent of HL (in the case of a request by the Company) or the Company (in the case of a request by HL), which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, HL, the Company, the Company’s Subsidiaries, Parent, and Merger Sub shall not do any of the following:
(a) Waive any share repurchase...
Conduct Prior to Closing. Without in any way limiting any other obligations hereunder, during the period from the date hereof to the Time of Closing, each of the parties hereto shall use its best efforts to take and cause to be taken all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the completion of the transactions contemplated hereby.
Conduct Prior to Closing. From and after the Signing Date until the earlier of the Closing Date and the date on which this Agreement is terminated, the Company covenants and agrees as to itself and its Subsidiaries not to take any action that is intended or would reasonably be expected to result in any condition in Sections 8 and 9 not being satisfied. Each Investor hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the Closing Date which would cause any representation, warranty, or covenant of the Investors contained in this Agreement to be false or incorrect.
Conduct Prior to Closing. From and after the date of this Agreement, each Seller shall cause the Corporation to (x) conduct the Business only in the Ordinary Course of Business (except as contemplated by the Reorganization), (y) use its commercially reasonable efforts to maintain in all material respects the Corporation's and the Business' relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees, consultants and independent contractors and (z) consult with Purchaser prior to taking any action or entering into any transaction of material and strategic importance to the Corporation or the Business. Without limiting the generality of the foregoing, except (1) as otherwise expressly contemplated by this Agreement, (2) for actions approved by Purchaser (which approval shall not be unreasonably withheld, conditioned or delayed), (3) as required to comply with Applicable Law, (4) that the Corporation may distribute to its shareholders any or all of the cash held by it at any time prior to the Time of Closing, whether by way of dividend, return of capital or other form of distribution or payment, and (5) for the consummation of the Reorganization, from and after the date of this Agreement, each Seller shall cause the Corporation and the Subsidiary not to take any of the following actions with respect to itself or the Business:
(a) amend its constating documents, by-laws or other organizational documents;
(b) adopt a plan or agreement of liquidation, dissolution, restructuring, amalgamation, merger, consolidation, recapitalization or other reorganization;
(i) issue, sell, transfer, pledge, dispose of or suffer any Encumbrance on any shares of its capital or any material asset (except for the sale of the Corporation's goods and products to customers in the Ordinary Course of Business), (ii) grant any options, warrants or other rights to purchase or obtain any shares of its capital, (iii) split, combine, subdivide or reclassify any shares of its capital, (iv) declare, set aside or pay any dividend or other distribution, other than any dividend or distribution payable in cash or in any shares of its capital, with respect to any shares of its capital or (v) redeem, purchase or otherwise acquire any shares of its capital;
(d) issue any note, bond or other debt security, incur, assume or guarantee any Indebtedness or performance bond, surety bond or similar obligation, permit any assets to become subject to an Encumbrance other than a Pe...
Conduct Prior to Closing. 57 5.1 Conduct of Business Prior to Closing......................................57 5.2 Access to Information and Documents.......................................58 5.3
Conduct Prior to Closing. That, at all times prior to closing, Seller will take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Section 5 to remain true and correct in all respects from the date hereof to the date of closing and will refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period, unless this Contract specifically provides for the taking of such action and the consequent modification of certain warranties or representations; and