Common use of Conduct Prior to the Closing Clause in Contracts

Conduct Prior to the Closing. WICK and the Werke Shareholders covenant that between the date of this Agreement and the Closing as to each of them: (a) Other than as contemplated herein, no change will be made in the charter documents, by-laws, or other corporate documents of WICK or WERKE. (b) WICK and WERKE will each use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business. (c) None of the Werke Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the WERKE Shares owned by them. (d) WERKE and STPF will use their best efforts to maintain and preserve the business organization, employee relationships and goodwill intact of STWP, and will not allow STWP to enter into any material commitment except in the ordinary course of business. (e) Other than as contemplated herein, WERKE and STPF will not sell, transfer, assign, hypothecate, lien, or otherwise dispose, encumber or dilute their interest in STWP. (f) STPF will convert its interest in STWP into equity in WERKE so that at Closing WERKE will own a 100% interest in STWP.