Common use of Operations Pending Closing Clause in Contracts

Operations Pending Closing. Each of the Company, on one hand, and OCIS and the OCIS Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall: 7.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party; 7.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business; 7.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business; 7.3.4 maintain such party's existing insurance coverages, subject to variations in amounts in the ordinary course of business; 7.3.5 not declare or make any dividends or distributions; and 7.3.6 not amend the organizational documents of such party.

Appears in 2 contracts

Sources: Merger Agreement (Ecology Coatings, Inc.), Merger Agreement (Ocis Corp)

Operations Pending Closing. Each of the Company, on one hand, and OCIS ORRV and the OCIS ORRV Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall: 7.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party; 7.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business; 7.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business; 7.3.4 maintain such party's ’s existing insurance coverages, subject to variations in amounts in the ordinary course of business; 7.3.5 not declare or make any dividends or distributions; and 7.3.6 not amend the organizational documents of such party.

Appears in 2 contracts

Sources: Merger Agreement, Merger Agreement

Operations Pending Closing. Each of the Company, on one hand, and OCIS GT Biopharma and the OCIS GT Biopharma Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall: 7.3.1 7.4.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business business and organization of such party, and to preserve the goodwill of others having business relationships with such party; 7.3.2 7.4.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business; 7.3.3 7.4.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business; 7.3.4 7.4.4 maintain such party's ’s existing insurance coverages, subject to variations in amounts in the ordinary course of business; 7.3.5 7.4.5 not declare or make any dividends or distributions; and 7.3.6 7.4.6 not amend the organizational documents of such party.

Appears in 1 contract

Sources: Merger Agreement (GT Biopharma, Inc.)

Operations Pending Closing. Each of the Company, on one hand, and OCIS GLER and the OCIS GLER Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall: 7.3.1 8.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party; 7.3.2 8.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business; 7.3.3 8.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business; 7.3.4 8.3.4 maintain such party's ’s existing insurance coverages, subject to variations in amounts in the ordinary course of business; 7.3.5 8.3.5 not declare or make any dividends or distributions; and 7.3.6 8.3.6 not amend the organizational documents of such party, provided that it is acknowledged and agreed that GLER is amending its Articles of Incorporation to authorize additional shares.

Appears in 1 contract

Sources: Merger Agreement (Global Earth Energy, Inc.)

Operations Pending Closing. Each of the Company, on one hand, and OCIS AirWare International and the OCIS AirWare International Subsidiary, on the other hand, covenants that from the date hereof through the Closing Date, except as otherwise provided in this Agreement; or with the prior written consent of the other parties, which shall not be unreasonably withheld or delayed, shall: 7.3.1 not undertake any transactions or enter into any contracts, commitments or arrangements other than in the ordinary course of business, use its good faith efforts to preserve the present Business and organization of such party, and to preserve the goodwill of others having business relationships with such party; 7.3.2 not enter into, renew, extend, modify, terminate, waive or diminish any right under any material lease, contract or other instrument, except in the ordinary course of business; 7.3.3 not allow any of such parties' assets or properties to become subject to any Encumbrance that does not exist as of the date of this Agreement, except in the ordinary course of business; 7.3.4 maintain such party's ’s existing insurance coverages, subject to variations in amounts in the ordinary course of business; 7.3.5 not declare or make any dividends or distributions; and 7.3.6 not amend the organizational documents of such party.

Appears in 1 contract

Sources: Merger Agreement (Concrete Casting Inc)