Actions Pending Closing. From the date hereof until the Effective Time, unless otherwise agreed to in writing, each of the parties to this Agreement agree to conduct its business and operations only in the ordinary course and in substantially the same manner as heretofore conducted and the Company shall continue to make timely filings (except pursuant to valid extensions) as required by the SEC pursuant to the Securities Act and the Exchange Act and shall not take any action that will adversely affect the ability of the Company to qualify for quotation of its common stock on the over the counter bulletin board. Without limiting the generality of the foregoing, prior to the Effective Time, none of the parties to this Agreement shall, except as contemplated by this Agreement, without the prior written consent of the other parties to this Agreement, directly or indirectly, do any of the following:
(a) except to the extent required by Applicable Law, as contemplated by this Agreement, amend or otherwise change the certificate of incorporation, Bylaws, operating agreement or other similar organizational document;
(b) issue or authorize or propose the issuance of, sell, pledge or dispose of, grant or otherwise create, or agree to issue or authorize or propose the issuance, sale, pledge, disposition, grant or creation of any additional shares of, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of, its capital stock or any debt or equity securities convertible into or exchangeable for such capital stock;
(c) purchase, redeem or otherwise acquire or retire, or offer to purchase, redeem or otherwise acquire or retire, any shares of its capital stock (including any security convertible or exchangeable into its capital stock);
(d) enter into any Material Contract, except in the ordinary course of business;
(e) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, reclassify, recapitalize, split, combine or exchange any of its shares of capital stock;
(f) incur or become contingently liable with respect to any indebtedness for borrowed money or guarantee any such indebtedness or issue any debt securities;
(g) (i) increase the compensation payable or to become payable to, or enter into any employment agreement with, any of its directors, executive officers or employees, (ii) grant any severance or termination pay to any director, officer or em...
Actions Pending Closing. From the date hereof to the Closing, except as ----------------------- contemplated by this Agreement, SELLER and each Shareholder hereby represents, warrants, covenants and agrees that, unless the prior written consent of BUYER is obtained, SELLER will not take any action which would result in a violation of any of the following proscriptions:
(a) The Business of SELLER will be carried on diligently and in the usual, regular and ordinary manner and SELLER will use its best efforts to preserve its present business organization intact, keep available the services of its present officers and employees and preserve its present relationships with Persons having business dealings with it, all solely as the same relates to the Business, and shall not make or institute any methods of manufacture, purchase, sale, lease, management, accounting or operation in or affecting the Business which are not usual and customary in the industry and consistent with SELLER's past practices;
(b) SELLER will not increase or decrease the compensation payable or to become payable to any officer or employee, or make any change in any insurance, pension or other employee benefit plan nor pay any commission or bonus to any of such officers or employees other than increases and bonuses in the normal course of business, consistent with past practices and not exceeding in any one (1) case an aggregate increase and bonus of more than five percent (5%) of such Person's compensation;
(c) SELLER will not make any change in its sales, credit or collection terms and conditions insofar as the same relates to its Business;
(d) SELLER will not, with respect to its Business, (i) incur any obligation or liability or assume, guarantee, endorse or otherwise become responsible for the liabilities or obligations of any other person (whether absolute, accrued, contingent or otherwise), except normal trade or business obligations incurred in the ordinary course of business; (ii) discharge or satisfy any Lien or pay any obligation or liability (whether absolute, accrued, contingent or otherwise), other than in the ordinary course of business; (iii) mortgage, pledge, create or subject to a Lien any of its Assets; (iv) sell, assign, transfer, lease or otherwise dispose of any of its Assets, except in the ordinary course of business, or acquire any assets or any interest therein except in the ordinary course of business; (v) amend, terminate, waive or release any rights or cancel any debt owing to or claim b...
Actions Pending Closing. Except as otherwise contemplated by this Agreement and as Buyer may otherwise consent, pending the Closing:
(a) Seller shall conduct and carry on the business of the Division in the ordinary course consistent with past practice;
(b) Seller shall use reasonable efforts to preserve the Subject Assets and the Division's relationships with em- ployees, customers, suppliers and others having business relationships with the Division;
(c) Seller shall not sell, lease, mortgage, pledge or otherwise acquire or dispose of any material amount of assets or properties used in connection with the Division except in the ordinary course of business;
(d) Except as may be required by the Significant Contracts listed on Schedule 3.10 and except for increases or changes in the ordinary course of business consistent with past practice, Seller shall not increase or otherwise change the rate or nature of the compensation (including, without limitation, wages, salaries, bonuses and other benefits) paid or payable to any employee of the Division;
(e) Seller shall not enter into, or become obligated under, any contract, agreement, commitment, arrangement or plan with respect to the Division except in the ordinary course of business or as contemplated by this Agreement;
(f) Except for changes occurring through performance in the ordinary course of business, Seller shall not change, amend, terminate or otherwise modify any of the Significant Contracts listed in Schedule 3.10; and
(g) Seller shall use reasonable efforts to maintain in full force and effect policies of insurance of the same type, character and coverage as the policies of insurance relating to the Division in effect on the date of this Agreement and shall give Buyer prompt written notice of any and all changes that may occur between the date hereof and the Closing Date with respect to the insurance coverages thereunder, provided that Seller shall not be obligated to maintain any insurance with respect to the Subject Assets or the Division after the Closing.
Actions Pending Closing. Upon the Closing, Seller shall transfer, contribute and convey to Buyer all the rights, title, interest and claim of Seller in the Property by a duly executed and acknowledged quitclaim deed. Prior to the Closing, Seller shall not take any action or commit or suffer any acts which would give rise to a variance from the current legal description of the Property, or cause the creation of any exception or encumbrance against or respecting the Property without the prior written consent of Buyer, which consent may be withheld in Buyer's sole and absolute discretion.
Actions Pending Closing. Following the Execution Date until the Effective Time, WBC and Whidbey Island Bank shall not, without the prior written consent of Frontier:
Actions Pending Closing. 4.1 Conduct of Business of the Company Prior to the Closing Date
(i) the Company will not amend its organisational documents, or effect any reclassification or other change relating to the Shares;
(ii) the Company will not declare, set aside or pay any dividend or other distribution with respect to the Shares;
(iii) the Company will conduct its business in the ordinary course and consistent with past practice;
(iv) the Company will not change the arrangements with regard to management or operation of the Vessel, nor enter into any new agreements relating to the Vessel;
(v) the Company will not enter into any employment or consultancy agreements; and
(vi) the Company will maintain all current insurance policies in force for it or the Vessel.
Actions Pending Closing. Subsequent to the execution of this Agreement and prior to Closing, Seller agrees as follows:
Actions Pending Closing. (a) From the date hereof until the Closing, except as contemplated by this Agreement, DETTCO covenants that, unless the prior written consent of Partnership is obtained, it will not take, and it will cause the DE Entities and the LLCs not to take, any direct or indirect action that would result in a violation of any of the following:
(i) The DE Entities, and upon conveyance of the Assets and Businesses to the LLCs, the LLCs will operate the Assets and the Businesses diligently and in the usual, regular and ordinary manner.
(ii) None of the DE Entities or the LLCs will enter into or modify any Contract or other commitment not in the usual and ordinary course of its business consistent with past business practices, or engage in any transaction not in the usual and ordinary course of its business consistent with past business practices.
(iii) None of the DE Entities or the LLCs will:
(A) create, assume or permit to exist any Lien (except Permitted Encumbrances) upon any of the Assets, whether now owned or hereafter acquired; or
(B) sell, assign, lease or otherwise transfer or dispose of any of the Assets, except for the sale of inventory in the ordinary course of business.
(iv) All tangible property that constitutes part of the Assets will be maintained in accordance with past practice.
(v) The DE Entities or the LLCs will maintain insurance on the Assets in accordance with the DE Entities' past practices and will not permit any insurance policy naming it as a beneficiary or a loss payee to be canceled or terminated or any of the coverage thereunder to lapse unless simultaneously with such termination or cancellation replacement policies providing substantially the same coverage are in full force and effect.
(vi) To the extent related to the ownership and operation of the Assets, each of DETTCO and the LLCs will maintain its books, accounts and records in the usual, regular and ordinary manner, on a basis consistent with prior years, and will not introduce any method of accounting inconsistent with that used in prior periods, and will comply with all laws applicable to it and to the conduct of its business.
(vii) DETTCO and its Affiliates will timely file all Tax Returns and all reports required to be filed with any federal, state or local governmental agency or regulatory body to the extent they relate to the Assets or the Businesses.
(viii) The DE Entities will not, and will cause the LLCs not to, enter into any transaction, make any agreement or commitment...
Actions Pending Closing. FEASIBILITY PERIOD
Actions Pending Closing. Upon the execution of this Agreement and the ----------------------- escrow of the Initial Payment as prescribed in Article 3.2 below, Seller shall not solicit, accept, discuss, pursue or otherwise involve itself in the sale of, or in the creation of any mortgage, lien, pledge encumbrance or lease on, any of the Assets, without prior written consent of Purchaser.
