Common use of Pending Closing Clause in Contracts

Pending Closing. (a) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, neither Contributor shall, without the prior written consent of the Company: (i) sell, lease, mortgage, pledge, transfer, assign or otherwise dispose or encumber any of the Contributed Assets, or suffer or permit the creation of any Lien upon any of the Contributed Assets; (ii) change, amend, terminate or otherwise modify the Rig Contract, other than in the ordinary course of business; (iii) enter into any contract (or series of related contracts) related to the Contributed Assets; (iv) terminate any contract related to the Contributed Assets outside the ordinary course of business; (v) delay or postpone the payment of accounts payable or other liabilities with respect to the Contributed Assets outside the ordinary course of business; (vi) cancel, compromise, waive or release any action, claim, demand or proceeding related to the Contributed Assets outside the ordinary course of business; (vii) enter into any contracts or grant any rights under or with respect to any Intellectual Property; (viii) make or authorize a change in its certificate of formation, limited liability company agreement or other organizational documents; (ix) enter into any employment, collective bargaining, or similar contract or agreement with any of the Transferred Employees or modify the terms of any such existing contract or agreement with any of the Transferred Employees; (x) commit to pay any bonus or grant any increase in the base compensation or made any other changes in employment terms to any of the Transferred Employees outside of the ordinary course of business; (xi) adopt, amend, modify or terminate any Benefit Plan including any bonus, profit sharing, incentive, severance, or similar contract or agreement for the benefit of any of the Transferred Employees; (xii) terminate any Transferred Employee other than for cause; (xiii) make any distribution or dividend of the Contributed Assets or any portion thereof with respect to its equity interests (whether in cash or in kind); (xiv) agree to do any of the items prohibited by this Section 9.3(a). (b) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, RAC shall continue to fund all of its obligations under the Rig Contract. (c) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, the Company shall not issue any equity interests, or any options, warrants or rights to any equity interests.