Common use of Pending Closing Clause in Contracts

Pending Closing. 6.1 Operations between the Signing Date and the Closing Date 6.1.1 Maj Invest undertakes to procure on behalf of MIE4 and the Sellers undertake to procure on behalf of the Muuto Group Companies that except as contemplated by this Agreement, in the period from the Signing Date until Closing, each Group Company; (a) operates its business in the ordinary course and in accordance with existing practice; (b) does not participate in any acquisitions by merger or consolidation with, purchase of equity interest of or purchase of substantially all of the assets of, or otherwise acquire, any business, or make any investment in, any Person or merger or consolidate with any Person; (c) does not enter into, conclude, terminate or change the terms or conditions of any agreements with the Sellers or the Sellers’ Related Parties, except if such conclusion, termination or change has been Disclosed prior to Signing; (d) does not create, allot, grant, repay, redeem, repurchase, or issue any shares or other securities in any Group Company or any option or other right to subscribe for or acquire any of its shares or other securities, save for as necessary to effect AK Cleemann’s conversion of the Warrants in connection with Closing; (e) does not pass any resolutions at general meetings or change its Corporate Documents, unless otherwise provided by mandatory statutory provisions or contemplated by this Agreement, save for as necessary to implement the capital increase relating to AK Cleemann’s conversion of the Warrants prior to Closing; (f) does not grant any Third Party Rights over any of its material assets or give any guarantee or indemnity or other agreement to secure any obligation of a third party; (g) maintains the insurance policies in accordance with the existing terms and conditions and does not settle any insurance claim made by or on behalf of any Group Company substantially below the amount claimed; (h) does not make any change to the Accounting Principles or to any accounting practice or policy except as required by Law or accounting regulation or standards; (i) does not make or change any material tax election or tax structure, change any annual tax accounting period or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment; (j) does not dismiss any of the key employees (as designated in Sub-Schedule 7.5 to Schedule 11.1) other than in case of material breach of contract, or change their employment terms, including by awarding bonuses and entering into other compensation arrangements, except for changes made within the ordinary course of business; (k) does not acquire any material assets from any third party, except for in the ordinary course of business; (l) does not dispose of any material assets, including any material Intellectual Property Right; (m) does not incur any indebtedness for borrowed money to any Person outside the Group, except (i) for in the ordinary course of business or (ii) in connection with repayment and discharge of indebtedness owed under and release of guarantees and security in relation to the Secured Debt as contemplated by this Agreement); (n) does not materially change its policies or procedures for currency hedging; (o) does not initiate any material litigation or arbitration or waive, release, assign, settle or compromise any material claim or any material legal action; (p) continue existing business practices compliant in all material respects with applicable Laws; (q) does not take any action or enter into any contract or agreement which breaches this Agreement or clearly prohibits the consummation of the Transaction; and (r) does not become subject to any Leakage other than Permitted Leakage during the period from 1 January 2018 through the Closing Date. 6.1.2 Clause 6.1 shall not be applicable to actions or operations set out in 6.1.1(a) - 6.1.1(r) if such actions or operations were taken (i) with the Buyer’s written approval (such approval not to be unreasonably withheld or delayed) and/or (ii) as required or permitted by this Agreement.