Common use of Prohibited Actions Pending Closing Clause in Contracts

Prohibited Actions Pending Closing. Unless: (i) otherwise provided for herein, (ii) approved in writing by CHH, or (iii) required of Clariti in order for Clariti to comply with any: (a) contract, agreement or instrument to which Clariti is a party or by which Clariti is bound or (ii) law, rule, regulation, court order or judgment, from the date hereof until the Closing Date, Clariti shall not take any of the following actions: 5.2.1 Amend or otherwise change its certificate of incorporation, bylaws or other governing documents; 5.2.2 Operate the business of Clariti in any way other than in the ordinary course; 5.2.3 Authorize or issue shares of any class or series of equity securities or securities convertible into or exercisable for any equity securities; 5.2.4 Restructure, reclassify or otherwise modify or amend the terms of its common stock or any other class or series of equity securities or securities convertible into or exercisable for any equity securities of Clariti; 5.2.5 Voluntarily liquidate, dissolve or wind-up Clariti, make any filing under any state or federal bankruptcy, insolvency or reorganization law or other law for relief from creditors or the protection of debtors, make any assignment for the benefit of creditors or consent to the appointment of a receiver for itself or any part of its property, or conduct any form of recapitalization or reorganization of Clariti (other than pursuant to the terms hereof); or 5.2.6 Merge or consolidate with or into any other entity, or permit any other entity to consolidate or merge with or into Clariti, or participate (other than pursuant to the terms hereof) in a share exchange with or sell, license, lease, transfer, mortgage, pledge, encumber, contribute, or otherwise dispose of all or any substantial part of its assets (tangible or intangible), or all or any substantial part of it intellectual property, to any other person or entity, or enter into any transaction series of related transactions which results in a change in the person or persons exercising control of Clariti immediately prior to such transactions, other than (i) sales of assets in the ordinary course of business, or (ii) licenses granted in the ordinary course of business.

Prohibited Actions Pending Closing. Unless: (i) Unless otherwise provided for herein, (ii) herein or approved in writing by CHHCHH and GlobalFirst, or from the date hereof until the Closing Date, Clariti shall not take the following actions, except (iiii) as required of Clariti in order for Clariti to comply with any: (a) the terms of any contract, agreement or instrument to which Clariti is a party or by which Clariti is bound or bound; (ii) as required in order to comply with any law, rule, regulation, court order or judgmentjudgment or (iii) as set forth and described in Schedule 5.2 which schedule shall be delivered to GlobalFirst and CHH by no later than November 20, from 1998 and which schedule shall, to the date hereof until the Closing Dateknowledge of Clariti, Clariti shall not take any disclose all of the following actions: 5.2.1 Amend or otherwise change its certificate of incorporation, bylaws or other governing documents; 5.2.2 Operate the business of Clariti in any way other than in the ordinary course; 5.2.3 Authorize or issue shares of any class or series of equity securities or securities convertible into or exercisable for any equity securities; 5.2.4 Restructure, reclassify or otherwise modify or amend the terms of its common stock or any other class or series of equity securities or securities convertible into or exercisable for any equity securities of Clariti;. 5.2.5 Voluntarily liquidate, dissolve or wind-up Clariti, make any filing under any state or federal bankruptcy, insolvency or reorganization law or other law for relief from creditors or the protection of debtors, make any assignment for the benefit of creditors or consent to the appointment of a receiver for itself or any part of its property, or conduct any form of recapitalization or reorganization of Clariti (other than pursuant to the terms hereof); or 5.2.6 Merge or consolidate with or into any other entity, or permit any other entity to consolidate or merge with or into Clariti, or participate (other than pursuant to the terms hereof) in a share exchange with or sell, license, lease, transfer, mortgage, pledge, encumber, contribute, or otherwise dispose of all or any substantial part of its assets (tangible or intangible), or all or any substantial part of it intellectual property, to any other person or entity, or enter into any transaction series of related transactions which results in a change in the person or persons exercising control of Clariti immediately prior to such transactions, other than (i) sales of assets in the ordinary course of business, or (ii) licenses granted in the ordinary course of business.