Pre-Closing Restrictions Sample Clauses
Pre-Closing Restrictions. Without limiting the generality of Section 6.1 and except as otherwise expressly provided in Schedule 6.2 or otherwise in this Agreement prior to the Closing, Seller shall not permit any Acquired Company, without the prior written consent of Buyer, to:
(a) amend its charter or bylaws or other governing instruments;
(b) (i) issue, sell, or deliver any shares of its capital stock of any class or any other securities or equity equivalents; or (ii) amend in any material respect any of the terms of any such securities outstanding as of the date hereof;
(c) (i) split, combine, or reclassify any shares of its capital stock; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock; (iii) repurchase, redeem or otherwise acquire any of its securities; or (iv) adopt a plan of complete or partial liquidation or resolutions providing for or authorizing a liquidation, dissolution, merger, consolidation, restructuring, recapitalization, or other reorganization of any Acquired Company;
(i) except in the ordinary course of business consistent with past practice, create, incur, guarantee, or assume any indebtedness for borrowed money or otherwise become liable or responsible for the obligations of any other Person, except for obligations of wholly owned Subsidiaries or of another Acquired Company; (ii) make any loans, advances, or capital contributions to, or investments in, any other Person other than intercompany transactions with another Acquired Company; or (iii) except in the ordinary course of business consistent with past practice, mortgage, or pledge any of its material assets, tangible or intangible, or create or suffer to exist any Encumbrance thereupon other than Permitted Encumbrances;
(i) except as may be required by applicable Law, enter into, adopt or make (and Seller shall not make) any amendments to any Company Benefit Plan that would materially increase the Acquired Companies’ liability under any Company Benefit Plan, or (ii) pay to any director or officer of the Acquired Companies any benefit not permitted by any Company Benefit Plan;
(f) acquire, sell, lease, transfer, or otherwise dispose of, directly or indirectly, any assets outside the ordinary course of business consistent with past practice;
(g) acquire (by merger, consolidation, or acquisition of stock or assets or otherwise) any corporation, partnership, or other business organization or divis...
Pre-Closing Restrictions. Without limiting the generality of Section 9.1, prior to the Closing, without the prior written consent of Copano, which consent shall not be unreasonably withheld, the Contributors shall not and shall not cause the Partnership or any of its Subsidiaries to take any action to:
(a) amend the Partnership Agreement or the Certificate of Limited Partnership of the Partnership or the Organizational Documents of any Subsidiary of the Partnership;
(b) (i) transfer, issue, sell, pledge, encumber, dispose or deliver any of the Partnership Interests held by the respective Contributors or any other interest in the Partnership or any of its Subsidiaries; (ii) grant options, warrants, calls or other rights to purchase or otherwise acquire any interest in the Partnership or any of its Subsidiaries; (iii) grant any Lien with respect to the Partnership Interests held by the respective Contributors or any interest held by the Partnership in any Subsidiary of the Partnership, other than Permitted Liens; (iv) redeem, purchase or acquire any of the Partnership Interests or any interest in any Subsidiary of the Partnership, (v) effect any reorganization or recapitalization of the Partnership or any of its Subsidiaries, (vi) split, combine or reclassify any of the Partnership Interests or any interest in any Subsidiary of the Partnership, or (vii) declare, set aside or pay any dividend or distribution in respect of the Partnership Interests or any interest in any Subsidiary of the Partnership (other than dividends or distributions from a Subsidiary to the Partnership);
(c) cause the Partnership or any of its Subsidiaries to (i) except in the ordinary course of business consistent with past practice, (A) as to the Partnership or any of its Subsidiaries, create, incur, endorse, guarantee, or assume any Indebtedness or (B) modify the terms of any Indebtedness of the Partnership or any of its Subsidiaries; (ii) cause the Partnership or any of its Subsidiaries to make any loans, advances, or capital contributions to, or investments in, any other Person; or (iii) mortgage or pledge any assets of the Partnership or any of its Subsidiaries, tangible or intangible, or create any Lien thereupon other than Permitted Liens;
(d) cause the Partnership or any of its Subsidiaries to hire any new employees of the Partnership or any of its Subsidiaries, other than to fill vacancies in existing positions in the reasonable discretion of the Partnership,
(e) other than pursuant to the terms of any ...
Pre-Closing Restrictions. 7.1. The Sellers each undertake that, within the period between the Signing Date and the Closing Date shall, and shall procure that the Company shall:
7.1.1. conduct the business activities in the ordinary course only and in such a way that it is consistent with the manner it had conducted activities up to the Signing Date;
7.1.2. give access to all the premises, books and records of the Company and provide the Buyer with the requested documents and information;
7.1.3. obtain the prior written approval of the Buyer for every decision which is may have Material Adverse Effect for the performance of the Company’s activity, in particular with regard to relationships with Intelsat, banks, suppliers and customers;
7.1.4. generally, submit all documents and applications, meet the respective deadlines and perform such activities and sign such acts, as are required for the proper continuation of the businesses of the Company, renewal or issuance of its authorizations, permits and licenses;
7.1.5. without prejudice to the potential liability of the Sellers, promptly notify the Buyer in writing in respect to any event or circumstance of which the Sellers become aware which is likely to be a breach of the Warranties provided in Clause 8, as well as in respect to any Material Adverse Effect and upon the commencement of, or the imminent or threatened commencement of, or upon obtaining knowledge of any facts that would give rise to any legal proceedings brought to hinder the consummation of the Transaction or any part thereof, or against or relating to the Sellers or the Company, which could materially adversely affect the Transaction or any part thereof, or the capacity of the Sellers to perform the obligations thereof hereunder;
7.1.6. the Company shall use its best endeavours to preserve, on an arm's length terms, its present contractual relationships and the terms and conditions thereof, including by not making them more onerous for the Company;
7.1.7. the Company does not enter into any contract which restricts the Company's ability to choose its suppliers and customers at any time;
7.1.8. the Company shall not make any sales at an undervalue and any purchases at an overvalue which may trigger the annulment of the respective operations;
7.1.9. the Company duly and timely pays all wages to the Staff and uses its best endeavours to procure that the contractual relationship of the Staff with the Company is in force on the Closing Date;
7.1.10. the Company does not mod...
Pre-Closing Restrictions. Without limiting the generality of Section 7.1, and except as otherwise contemplated in this Agreement, during the period from the date hereof to the Closing, Seller shall not do any of the following without the prior written consent of Buyer, which consent shall not be unreasonably withheld or delayed:
(a) acquire, sell, lease, convey, transfer or otherwise dispose of, directly or indirectly, any of the Assets outside of the ordinary course of business;
(b) waive or release any material right or claim owed to Seller or any material debt owed to Seller (in each case) under any of the Transferred Agreements;
(c) enter into or otherwise incur additional contractual obligations with regard to the IT System, outside the ordinary course of business;
(d) amend its certificate of formation, agreement of limited liability company or other governing instruments except for amendments which do not impair Seller’s ability to consummate the transactions contemplated hereby;
(e) acquire (by merger, consolidation or acquisition of capital stock or other equity interests or assets or otherwise) any corporation, limited liability company, partnership, or other business organization or division thereof;
(f) enter into any contract or agreement (other than Retail Contracts) which will be binding on Buyer or the Assets after the Effective Time if such contract will result in liability to Buyer in excess of $50,000 per year;
(g) terminate, curtail or reduce the current number of marketing campaigns to Customers or potential customers, subject to the provisions of Section 7.4(h);
Pre-Closing Restrictions. Owner shall not do, or cause, permit or suffer to occur, any of the following without Optionee’s prior written consent:
(a) create, grant, permit or suffer to exist any easement, lien, encumbrance condition or other right or interest that may burden, benefit or otherwise impede Optionee’s intended use of the Leased Site for the Project; or
(b) construct any improvements on the Leased Site.
Pre-Closing Restrictions. (a) Between the date of this Agreement and the Closing the Vendor shall not in regards to the Intellectual Property:
(i) make any contract for any acquisition of any assets or enter into any contract except in the ordinary course of business or make any capital expenditures; or
(ii) sell or dispose of any property or assets comprising the Intellectual Property except in the ordinary course of business.
(b) Between the date of this Agreement and the Closing the Vendor shall:
(i) manage the Intellectual Property only in the ordinary course, keep the Intellectual Property in good standing and endeavour to preserve the organization of the Intellectual Property intact;
(ii) maintain insurance coverage of the scope and in the amounts presently held.
(c) That from the date of this Agreement up to the Closing, the Purchaser and its authorized representatives will be afforded full access during normal business hours to all properties, books, contracts, commitments, records regarding the Intellectual Property and will be furnished with such copies (certified if requested) thereof and other information as the Purchaser may reasonably request.
(d) That no damage to the Intellectual Property shall have occurred since the date hereof and prior to the Closing which, in the opinion of the Purchaser will materially and adversely affect the prospects of the Intellectual Property.
Pre-Closing Restrictions. During the period from the date hereof to the Effective Date, if the Seller (A) makes or revokes any election or changes any tax accounting practices, procedures or methods relating to any amount of Taxes of the Seller or settles or compromises any Tax Proceeding or other controversy relating to any increase or decrease in amount of Taxes of the Seller, or enters into any other agreement to do any of the foregoing that will increase any Taxes with respect to the Assets for any Post-Closing Taxable Period or portion of a Straddle Period beginning after the Effective Date, or (B) prepares or files any Tax Return in a manner inconsistent with past practice and custom that will increase any Taxes with respect to the Assets for any Post-Closing Taxable Period or portion of a Straddle Period beginning after the Effective Date, then the Seller shall indemnify and hold harmless Buyer for any and all increases in such Taxes and any and all related Losses.