Operations Prior to the Closing Date Sample Clauses

Operations Prior to the Closing Date. (a) From and after the date hereof until the Closing or the termination of this Agreement (as the case may be), the Company shall: (i) conduct its operations in the ordinary course of business in accordance with past practice; (ii) not issue or sell any of its securities (other than with respect to shares of Common Stock and other securities issued or issuable under an Employer Benefit Plan); (iii) repurchase any of its securities; (iv) not transfer, sell or otherwise dispose of any of its assets, except in the ordinary course of business in accordance with past practice; (v) not enter into or modify or amend any agreement with any 5% or greater stockholder without Purchaser’s prior written consent; (vi) not enter into any material agreement or modify or amend any existing material agreement, other than in the ordinary course of business in accordance with past practice; and (vii) not, without the prior written consent of Purchaser, (A) enter into any (1) employment agreements or issue any employment offers, other than in the ordinary course of business and on terms consistent with the Company’s existing employment practices; or (2) new bonus or stock incentive arrangements with any executive officer (except as consistent with past practice); or (B) incur any obligation to make a capital expenditure outside the ordinary course of business in excess of $20,000,000. (b) Nothing contained in this Agreement shall give to Purchaser, prior to the Closing, directly or indirectly, the right to control or direct the Company’s operations in violation of any applicable law or regulation, the Credit Agreement or the indentures governing its outstanding notes and convertible notes as disclosed in the Public Reports.

Operations Prior to the Closing Date. Sellers covenant and agree that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Schedule 7.2 or any other Schedule as of the date hereof, (iii) for the failure to pay or otherwise honor (A) Rebates, Chargebacks and return obligations relating to Products sold by Sellers prior to the Filing or (B) any patient coupon program, (iv) with the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), (v) as required by, arising out of, relating to or resulting from the Bankruptcy Case, the Canadian Proceedings or otherwise approved by the Bankruptcy Court or the Canadian Court and (vi) as otherwise required by Laws, after the Effective Date and prior to the Closing Date: (a) Sellers shall use commercially reasonable efforts, taking into account US Sellers’ status as a debtor-in-possession in the Bankruptcy Case and Canadian Seller’s status as a debtor in the Canadian Proceedings, to carry on in the Ordinary Course of Business (including by paying all fees due to any regulatory authority in the Ordinary Course of Business, including all fees due to the FDA or Health Canada prior to Closing), to maintain in full force and effect the Permits, to maintain and preserve the Acquired Assets in their present condition, other than reasonable wear and tear, and to keep intact the business relationships relating to the Acquired Assets; and, without limiting the generality of the forgoing, (b) Sellers shall not: (i) other than the sale of Products in accordance with Section 7.2(b)(vii) or pursuant to any debtor-in-possession financing or cash collateral agreement or order, sell, lease (as lessor), transfer or otherwise dispose of, or mortgage or pledge, or voluntarily impose or suffer to be imposed, any Encumbrance (other than Assumed Liabilities and Permitted Encumbrances) on any Acquired Asset; (ii) issue, deliver or sell or authorize the issuance, delivery or sale of, any membership or other equity interests of Sellers; (iii) fail to pay any maintenance or similar fees in connection with the prosecution and maintenance of applicable Registered Business Intellectual Property that is material to the Business as currently conducted, or otherwise fail to protect and maintain Registered Business Intellectual Property that is material to the Business as currently conducted consistent with past practice in all material respects; (iv) amend any of the Assigned Agreements or any Contract included in the Acquired As...

Operations Prior to the Closing Date. (a) From the date of this Agreement to the Closing Date, except as otherwise expressly required by this Agreement or any Ancillary Agreement, for matters identified on Section 7.1(a) of the Business Disclosure Schedule or with the prior written approval of Buyer (which shall not be unreasonably withheld, conditioned or delayed), Seller (x) shall, and shall cause its Affiliates to, operate and carry on the Business in the Ordinary Course of Business, including using reasonable best efforts to (A) preserve the relationships and goodwill of the Business and HRS with Governmental Bodies, employees, policyholders, contractholders, beneficiaries, customers, Distributors, mutual fund organizations and others having business relations with the Business and (B) keep available the services of the Business Employees and (y) shall not, and shall cause its Affiliates not to: (i) permit any change or amendment (whether by merger, consolidation or otherwise) to the organizational documents of HRS; (ii) sell, transfer, pledge, dispose of or encumber any Equity Interest in HRS or permit HRS to issue Equity Interests or securities of HRS or grant options, warrants, calls or other rights to purchase or otherwise acquire any Equity Interest or securities of HRS; (iii) effect any recapitalization, reclassification or other change in the capitalization of HRS; (iv) (A) declare, set aside or pay any non-cash dividends, or make any other non-cash distributions, in respect of any Equity Interest or other securities of HRS or (B) declare, set aside or pay any cash dividends or make any cash distributions in respect of any Equity Interest or other securities of HRS except, solely in the case of this clause (B), (1) in compliance with Applicable Law and all Contracts to which HRS is a party and (2) following written notice by Seller to Buyer of its intention to take such action at least three (3) Business Days prior to the declaration, setting aside or payment of any such cash dividends or making of any such cash distributions; (v) repurchase, redeem, repay or otherwise acquire any Equity Interest or other securities of HRS; (vi) make any capital contribution or investment in HRS; (vii) permit HRS to incur any Indebtedness or permit HRS to assume, grant, guarantee, endorse or otherwise become responsible for, the Liabilities of any other Person or make any loans, advances or capital contributions to, or investments in, any other Person, in each case, other than intercompany obligatio...

Operations Prior to the Closing Date. (a) Except as set forth in Schedule 7.4 or as contemplated by this Agreement or except with the written approval of Buyer, which Buyer agrees shall not be unreasonably withheld or delayed, Seller shall use its reasonable efforts to operate and shall use its reasonable efforts to cause the Company to carry on the Business only in the ordinary course and substantially as presently operated. Consistent with the foregoing, Seller shall cause the Company to keep and maintain the material assets of the Company in good operating condition and repair and shall use its reasonable best efforts consistent with good business practice to maintain the business organization of the Company intact and preserve the goodwill of the employees, brokers, lenders and others having business relations with the Company. In connection therewith, Seller shall not, and shall not permit the Company to, with respect to any employee of the Company, (i) transfer such employee to Seller or an Affiliate of Seller, (ii) offer such employee employment by Seller or an Affiliate of Seller after the Closing Date or (iii) otherwise attempt to persuade any such employee to terminate his or her relationship with the Company or not to continue employment with the Company after the Closing. (b) In addition, and without limiting Section 7.4(a), except as expressly contemplated by this Agreement or except with the express written approval of Buyer (which Buyer agrees shall not be unreasonably withheld or delayed), Seller shall not, with respect to the Equity Interests, the Company or the Business, and Seller cause the Company not to: (i) amend its articles of incorporation or by-laws (or similar organizational documents); (ii) issue, grant, sell or encumber any shares of its capital stock or other securities, or issue, grant, sell or encumber any security, option, warrant, put, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the acquisition, issuance, sale, pledge or other disposition of any shares of its capital stock or other securities or make any other changes in the equity capital structure of the Company; (iii) make any change in the Business or the operations of the Company outside the ordinary course of business; (iv) make any capital expenditure or enter into any contract or commitment therefor in excess of $50,000; provided that, in the ordinary course of business consistent with past practice, the Company may originate loans secured b...

Operations Prior to the Closing Date. The Seller covenants and agrees that, except (i) as expressly contemplated hereby, (ii) with the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iii) as otherwise required under the Bankruptcy Code or by Legal Requirements, after the Execution Date and prior to the Closing Date, the Seller shall carry on the business in the Ordinary Course of Business of the Seller and use commercially reasonable efforts to maintain, preserve and protect the Acquired Assets in the condition in which they exist on the Execution Date.

Operations Prior to the Closing Date. Welichem shall operate and carry on and shall use best efforts to cause Celestial and BWTP to operate and carry on the development activities only in the ordinary course and substantially as presently operated. CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY [***], HAS BEEN OMITTED BECAUSE DERMAVANT SCIENCES LTD. HAS DETERMINED THE INFORMATION (I) IS NOT MATERIAL AND (II) WOULD LIKELY CAUSE COMPETITIVE HARM TO DERMAVANT SCIENCES LTD. IF PUBLICLY DISCLOSED. Notwithstanding the foregoing, except with the prior written consent of GSK, Welichem shall not, to the extent related to any Ex-China Assets in the Ex-China Territory, and shall use best efforts to cause Celestial and BWTP not to, to the extent related to any China Assets in the China Territory: (a) make any change in the Purchased Assets or the development of the Purchased Assets; (b) violate, terminate, amend, extend, renew, assign or otherwise modify, breach, default or waive any of the terms of the [***] Funding Agreement; (c) permit the lapse of any right relating to Intellectual Property rights contained in the Purchased Asset; (d) enter into any contract to license any of Intellectual Property contained in the Purchased Assets or renew, extend, expand, or otherwise amend the terms of any existing license or Encumbrance on the Intellectual Property contained in the Purchased Assets; (e) directly or indirectly sell, license, lease (as lessor), transfer or otherwise dispose of (including any transfers by Welichem, Celestial or BWTP to any of its Affiliates, or between Welichem’s, Celestial’s or BWTP’s Affiliates or to any third party), or mortgage or pledge, or impose or suffer to be imposed any Encumbrance on, any of the Purchased Assets; (f) fail to maintain any Registration, or surrender, revoke or otherwise terminate any Registration, except in connection with any renewal or reissuance of any such Registration; (g) waive, release or assign any material rights, which rights, but for such waiver, release or assignment, would have been classified as a Purchased Asset, other than in the ordinary course of business consistent with past practice; (h) institute, settle or agree to settle any action, hearing, claim, grievance or other proceeding by or before any Governmental Authority that creates or imposes any continuing obligation or restriction on the Purchased Assets; or (i) take or omit to take any action that could reasonably be expected to a Material Adverse Change to the ...

Operations Prior to the Closing Date. Except (v) as expressly contemplated by this Agreement, (w) as disclosed in Disclosure Schedule 7.2, (x) with the prior written consent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed) or the approval of the Bankruptcy Court, (y) as otherwise required by Legal Requirements, or (z) as ordered by the Bankruptcy Court or limited by restrictions or limitations under the Bankruptcy Code on Chapter 11 debtors: (a) from the Execution Date until the Closing Date, Sellers shall: (i) maintain the Assets operated by Sellers in their current condition, ordinary wear and tear excepted, and in accordance with applicable Legal Requirements, Contracts and Leases; (ii) pay or cause to be paid all bonuses, rentals, Royalties, and other Property Costs and development and operating expenses, and other payments incurred with respect to the Assets operated by Sellers except (A) Royalties held in suspense as a result of title issues and that do not give any Third Party a right to cancel an interest in any Assets operated by any Seller, and (B) expenses or Royalties in excess of twenty-five thousand dollars $25,000 that are being contested by Sellers in good faith and set forth on Disclosure Schedule 7.2(a)(ii), unless the nonpayment of such contested expenses or royalties could result in the termination of an Assigned Lease and Interest; (iii) maintain books, accounts and records relating to the Assets in accordance with past custom and practice; (iv) provide, on a weekly basis, estimates of the Receivables balances and Cash and Cash Equivalents balances of the Sellers; (v) promptly notify Buyer of any proposals for operations relating to the Assets by any Third Party and Sellers’ subsequent election to be a consenting or a non-consenting party under the applicable Operating Agreement; (vi) maintain Suspense Funds in the ordinary course of business and not exercise any rights of set off against the Suspense Funds or otherwise against the Assets; (vii) use commercially reasonable efforts to maintain in full force and effect all Leases that are presently producing in paying quantities or otherwise held by shut-in payments or other payments in lieu of production or drilling operations; (viii) maintain insurance coverage on the Assets in the amounts and coverages and of the types presently in force; and (ix) maintain all material governmental permits and approvals affecting the Assets. (b) From the Execution Date until the Closing Date, Sellers shal...

Operations Prior to the Closing Date. During the period from the Effective Date until the Closing, the Seller and the Buyer, as applicable, agree to perform the covenants set forth below. (a) Except as otherwise agreed to in writing by the Buyer, the Seller shall: (i) carry on the Business only in the ordinary course and consistent with past practices; (ii) keep and maintain the Purchased Assets in good operating condition and repair condition (ordinary wear and tear excepted); (iii) except as they may terminate in accordance with their respective terms (or by reason of a default committed by one or more of the other parties thereto), keep in full force and effect, and not cause a default of any of its obligations under, any Assumed Contracts and keep in full force and effect the insurance coverage in effect on the date hereof (unless a replacement policy with substantially equivalent coverage is obtained); and (iv) duly comply with all laws applicable to the conduct of the Business. (b) Except with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, and as otherwise required or permitted by this Agreement, the Seller shall not directly or indirectly, do any of the following: (i) make any material change in the general nature of the Business, including but not limited to, making any material changes to its class schedules. The Seller will not offer any sales outside of the ordinary discounts currently offered; (ii) sell, lease (as lessor), transfer, surrender, abandon, or otherwise dispose of any of the Purchased Assets other than in the ordinary course of business consistent with past practices; (iii) grant or make any mortgage or pledge or subject any of the Purchased Assets to any Lien (other than Permitted Encumbrances); (iv) make, or agree to make, any distribution of the assets of the Business other than distributions of cash generated by the ordinary operations of the Business to the Seller and/or the Seller’s owners in the ordinary course of business consistent with past practice; (v) take any action that would reasonably be expected to have a Material Adverse Effect on the Business; (vi) Enter into any new fulfillment agreement or alter the existing fulfillment agreement with [*****] and [*****] without the express written approval of Buyer; or (vii) agree, whether in writing or otherwise, to do any of the foregoing.

Operations Prior to the Closing Date. (a) Except as otherwise provided in this Section 5.04, between the date hereof and the Closing, Seller shall cause the Company to operate and carry on its business in all material respects in the Ordinary Course consistent with past practices and as presently operated except as business may be impacted by this Agreement. Between the date hereof and the Closing, Seller shall cause the Company to use commercially reasonable efforts to (i) keep and maintain its assets and properties in substantially the same operating condition and repair (normal wear and tear excepted) as currently maintained, (ii) maintain its business organization intact and maintain its relationships with the suppliers, contractors, employees, customers and others having business relations with the Company, (iii) continue all existing policies of insurance in full force and effect and at least at such levels as are in effect on the date hereof, or to replace any such policies with equivalent replacements, and (iv) duly comply with all applicable Laws. (b) Notwithstanding anything to the contrary contained in Section 5.04(a), except as expressly contemplated by this Agreement or except with the express prior written approval of Purchaser, which approval shall not be unreasonably withheld, conditioned or delayed (and which approval will act to prevent any action so approved from being deemed a breach of any representation, warranty or covenant of Seller set forth in this Agreement), Seller shall not permit or cause Company to: (i) agree to any increase in the compensation payable, or to become payable after the Closing (including any payment based upon the transaction or termination following the transaction), to any of its officers, directors or employees or enter into or modify any contract or other agreement requiring any of them to make a payment to any officer or director other than as required by applicable Law, applicable Contract (to the extent in effect as of the date hereof) or paid in the Ordinary Course of Business; (ii) make any amendment or termination of any Material Contract, or cancel, modify or waive any debts owed to or claims held by it (including the settlement of any claims or litigation), or waive any substantial right, in each case, other than in the Ordinary Course of Business; (iii) sell, transfer, distribute, lease, abandon or otherwise dispose of or mortgage, pledge or impose or suffer to be imposed any Encumbrance on, any of its material assets (other than Intel...