Interim Operating Covenants Clause Samples
Interim Operating Covenants are provisions that set rules and restrictions on how a business must be managed between the signing of a transaction agreement and the closing of the deal. Typically, these covenants require the seller to operate the business in the ordinary course, refrain from making significant changes, or seek the buyer’s consent for major decisions such as new debt, asset sales, or large expenditures. Their core practical function is to preserve the value and condition of the business during the interim period, ensuring that the buyer receives the company in substantially the same state as when the agreement was signed.
POPULAR SAMPLE Copied 18 times
Interim Operating Covenants. From the Signing Date until the Closing, except (i) as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department and (iii) as set forth on Section 3.4 of the Disclosure Letter, Seller shall, and shall cause the ALICO Entities to,
(A) comply with the covenants set forth in Articles 5 and 6 of the Credit Agreement (in the case of the ALICO Entities, to the extent already applicable pursuant to the terms thereof) and (B) except as expressly contemplated by this Agreement, in connection with the Restructuring and for regulatory restrictions and events arising out of the financial events concerning Seller as announced by Seller on September 16, 2008, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to preserve its present business organization, maintain in effect all of its Permits, keep available the services of its directors, officers and key employees, maintain satisfactory relationships with its customers, agents, bancassurance partners, reinsurers, lenders, suppliers and others having material business relationships with it, and manage its working capital in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the Signing Date until the Closing, except: (i) as expressly contemplated by this Agreement or any of the other Transaction Documents, (ii) to the extent required or prohibited by applicable Law or by any regulatory requirement, directive or order of any Department, (iii) as set forth on Section 3.4 of the Disclosure Letter, (iv) in connection with the Restructuring or (v) as a result of any agreement between Buyer and Seller, Seller shall not, except as consented to by Buyer (in accordance with the procedures set forth in Section 3.5), permit any ALICO Entity to take any of the following actions:
(a) any amendment of its articles of incorporation, bylaws or other similar organizational documents (whether by merger, consolidation or otherwise) in any materially adverse respect;
(b) any splitting, combination or reclassification of any Equity Interest or any declaration, setting aside or payment of any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any Equity Interest, or redemption, repurchase or other acqui...
Interim Operating Covenants. (a) CBA covenants and agrees that, between the date of this Agreement and the earlier to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except as required by applicable Law or any Governmental Entity, or as otherwise contemplated by the terms of this Agreement (including Section 7.13 and Section 7.14 hereof), it shall use commercially reasonable efforts to conduct its business, and cause each Subsidiary to conduct its business, in the ordinary course. Without limiting the foregoing, CBA shall not, nor permit any Subsidiary to, take any of the following actions (the “Interim Period Restricted Actions”), without Pubco’s prior written consent:
(1) implement or adopt any material change in its material accounting principles, practices or methods, other than as may be required by Law or applicable accounting requirements;
(2) terminate, enter into, establish, adopt, or materially amend any CBA Plan or employment agreement, or materially increase the compensation of any Employee, other than, in any such case, (w) as would not result in liability to CBA following the Closing, (x) in the Ordinary Course of Business, or (y) as required by any CBA Plan or employment agreement in effect as of the date hereof;
(3) accept any assignment or transfer of any assets or liabilities from any Person, including CBA Member, except those set forth on Schedule 7.2(a)(3);
(4) acquire (by merger or stock or asset purchase or otherwise) any corporation, partnership, other business organization or any material business or division thereof;
(5) amend the CBA Organizational Documents or any other organization documents thereof;
(6) issue any additional shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than pursuant to the exercise or conversion of any options, warrants, convertible securities or other rights that are outstanding on the date hereof;
(7) adjust, split, combine, redeem, reclassify, purchase or otherwise acquire, any shares of its own capital stock or equity interests, or any options, warrants, convertible securities or other rights exercisable therefor or convertible thereinto;
(8) make any change in its material Tax elections or accounting methods, or enter into any closing agreement, settlement or compromise of any claim or assessment, in each case in respect of m...
Interim Operating Covenants. Notwithstanding anything to the contrary in Section 9.01(a) of the Master Transaction Agreement, AIG may, and may cause its Subsidiaries to, liquidate, wind-down, reorganize or restructure any of the following:
Interim Operating Covenants. (a) During the Interim Period with respect to each Project and Project Company, unless otherwise expressly contemplated by this Agreement (including Section 10.10 hereof), Renova shall cause such Project Company to, and such Project Company shall be required to:
(i) operate in the ordinary course of business, consistent with past practice and in accordance with applicable Law;
(ii) maintain the assets of such Project Company in the ordinary course of business, consistent with past practice;
(iii) pay all accounts payable and other obligations, when they become due and payable, in the ordinary course of business consistent with past practice, except if the same are contested in good faith; and
(iv) perform in all material respects its obligations under any Material Contract to which it is a party in the ordinary course of business consistent with past practice.
(b) [Intentionally omitted.]
(c) Except as set forth on Section 10.12(c) of the Renova Disclosure Letter and pursuant to Section 10.10, during the Interim Period with respect to each Project and Project Company, Renova shall cause such Project Company to refrain from taking any of the following actions without EMYC’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), provided, however, that no such restriction or limitation may be construed to imply that EMYC is, or is acting as, a shareholder of any Project Company or as a partner or joint-venturer of Renova during the Interim Period, whether under applicable Law or otherwise:
(i) incur, amend, substitute, create or assume any Lien on any of its material assets or properties, except for (A) Liens which were approved by the Pre- Effective Date Board Approvals, (B) the renewal of Liens in similar terms and conditions as those approved by the Pre-Effective Date Board Approvals, (C) Liens to be created under the terms and conditions set forth in the power purchase and sale policy of Renova approved by the Pre-Effective Date Board Approvals, and Liens incurred in connection with any Indebtedness (subject to Section 10.10);
(ii) make any capital expenditure, or commitment for capital expenditures in a single or series of related transactions outside of the ordinary course of business, consistent with past practice that, individually or in the aggregate, exceeds US$750,000, except if provided in Renova’s or any Project Company’s annual budget or any specific budget to the relevant Project disclosed in writing ...
Interim Operating Covenants. Except as set forth on Schedule 4.5, during the Pre-Closing Period, the Company shall, and shall cause each other member of the Company Group (i) to operate its business in the ordinary course in substantially the same manner in which it previously has been conducted and (ii) use its reasonable best efforts to preserve intact in all material respects its business and assets and its relationships with customers, suppliers, employees and others having business dealings with it. Without limiting the generality of the foregoing, during the Pre-Closing Period, without the prior written consent of the Purchaser, the Company shall not, and shall cause each other member of the Company Group to not:
(a) declare, or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company;
(b) redeem, repurchase or acquire any capital stock of any Company Group Member, other than repurchases of capital stock from employees, officers or directors of any Company Group Member in the ordinary course of business for purposes of the payment of the exercise price of a Company Stock Option or for purposes of tax withholding pursuant to, or as required by, any of the Company Group’s agreements or Plans in effect as of the date hereof;
(c) amend the Certificate of Incorporation, the Certificate of Designations or the Bylaws (other than in connection with the filing of the Certificate of Designations with the Secretary of State of the State of Delaware at or prior to Closing) or take or authorize any action to wind up its affairs or dissolve;
(d) authorize, grant, issue or reclassify any capital stock, or securities exercisable for, exchangeable for or convertible into capital stock (including options, warrants or rights), of any Company Group Member other than grants of Company Stock Options, Company RSUs and Company PRSUs under the Company Equity Plans in the ordinary course of business to employees, officers or directors of any Company Group Member or issuances of capital stock, or securities exercisable for, exchangeable for or convertible into shares or other capital stock, of the Company upon the exercise or settlement of any Company Stock Option, Company RSU, or Company PRSU outstanding on the date of this Agreement;
(e) (i) amend the Debt Commitment Letter (as defined in the Allied Acquisition Agreement), (ii) amend any agreements in existence as of the date hereof relating to indebtedness for borrowed money of the Company (excludin...
Interim Operating Covenants. (a) Prior to the Closing, except as Previously Disclosed or as contemplated by the Transaction Documents, AIG shall, and shall cause each Subsidiary of AIG to, use commercially reasonable efforts to carry on its business in the ordinary course of business and maintain and preserve its business (including its organization, assets, properties, goodwill and insurance coverage) and preserve its business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it.
Interim Operating Covenants. 77 Section 9.02. Stockholder Action by Written Consent; AIG Information
Interim Operating Covenants. Except as contemplated by this Agreement or with the prior written consent of the Parent, during the period from the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company and its Subsidiaries will conduct their operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, will use its reasonable best efforts to preserve intact the business organization of the Company and its Subsidiaries, to keep available the services of the present officers and key employees of the Company and its Subsidiaries, and to preserve the good will of customers, suppliers and all other persons having business relationships with the Company and its Subsidiaries. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or disclosed in Section 5.1 of the Company Disclosure Letter, prior to the Effective Time, the Company and each of its Subsidiaries will not, without the prior written consent of the Parent:
(a) except as required by applicable Law, adopt any amendment to the certificate of incorporation, by-laws or other equivalent organizational documents of the Company;
(b) issue, reissue, sell or pledge, or authorize the issuance, reissuance, sale or pledge of (i) additional shares of capital stock or other equity securities of any class, or securities convertible into capital stock or other equity securities or any rights, warrants or options to acquire any such convertible securities or capital stock or other equity securities, other than the issuance of Company Common Stock, in accordance with the terms of the instruments governing such issuance on the date hereof or pursuant to the exercise of Company Stock Options outstanding on the date hereof, or (ii) any other securities in respect of, in lieu of, or in substitution for, Company Common Stock outstanding on the date hereof;
(c) declare, set aside, make or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any class or series of its capital stock or other equity interests.
(d) directly or indirectly, split, combine, subdivide, reclassify or redeem, retire, purchase or otherwise acquire, or propose to redeem, retire or purchase or otherwise acquire, any shares of its capital sto...
Interim Operating Covenants. The Company has taken no action, following December 1, 2018, that would be a violation of Section 6.1 of this Agreement were such action to be taken following the date hereof and prior to the Closing. The Company has not between December 1, 2018 and the date hereof distributed any cash to its members. For the avoidance of doubt, however, the Company’s distribution of cash in accordance with the definition of “Purchaser Portion of the 2018 Tax Liability” shall not serve as the basis for any breach of this Section 3.25 or any other provision of this Agreement.