Acquirer Covenants Sample Clauses

Acquirer Covenants. (a) Notwithstanding Section 2.8(e), but subject to Section 2.8(c) and Section 2.8(d), during the Measurement Period, Acquirer shall, and shall cause the Surviving Corporation and its Subsidiaries to, take the following actions: (i) maintain the 3Q Business as a separate, standalone business unit that is independently managed by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ (the “3Q Managers”), subject to reasonable consultation with and monitoring by designated managers of Acquirer; provided, however, that nothing herein shall create any right to employment of any of the 3Q Managers, each of whom shall be employed “at will”; (ii) maintain separate books and records (including financial statements) for the business of the 3Q Business; (iii) maintain the business of the 3Q Business and its Subsidiaries, including maintaining current customer relationships; (iv) provide working capital and other reasonable support and resources to the 3Q Business sufficient to enable 3Q Managers to conduct the 3Q Business as contemplated by Section 2.8(d) below; (v) not terminate any business(es) or operations, or modify or terminate any product or service offerings, of the 3Q Business; (vi) not take any actions, the primary effect of which would be the impairment or frustration of the achievement of the Maximum Earnout Amount; (vii) maintain the separate brand of “3Q Digital” for the 3Q Business (subject to adding “A ▇▇▇▇▇ ▇▇▇▇▇ company” (or a similar replacement designated by Acquirer)); (viii) work in good faith with the 3Q Managers to resolve actual and potential customer conflicts of interests in a manner mutually satisfactory to the 3Q Managers and Acquirer; (ix) not permit the transfer of an employee of the 3Q Business to another operating unit, division or business of Acquirer without the prior consent of the 3Q Managers; (x) maintain the headquarters for the 3Q Business in San Francisco or in San Mateo, or in any other location that is within 30 miles of San Francisco; (xi) provide to the employees of the 3Q Business compensation and employee benefits that are consistent with past practice and at least as favorable, on the whole, as that afforded other employees in similar roles in businesses that are comparable to the 3Q Business in similar markets (it being understood that bonus or other similar compensation would be payable to appropriate employees of the 3Q Business in lieu of equity incentives after considering the prospect of payments from the Earnout); and (xii) not de...