Actions Prior and Subsequent to Closing Sample Clauses
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Signet and SIG will each use its best efforts to:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;
(b) From and after the date of this Agreement until the Closing Date, Signet will not, without the prior consent of SIG:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;
(iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or
(v) purchase or redeem any Common Shares.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the JT Schedules or as permitted or contemplated by this Agreement, JT will use its best efforts to:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;
(v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities.
(b) From and after the date of this Agreement until the Closing Date, JT and Rahman will not, without the prior consent of Jitsource:
(i) except as otherwise specifically set forth herein, make any change in its articles of formation or operating agreement;
(ii) enter into or amend any employment, severance or similar agreements or arrangements with any directors or officers;
(iii) issue, grant, confer or award any options, warrants, conversion rights or other rights to acquire any Membership Units.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Xxxxxx Capital and Crossatlantic will each use its best efforts to:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;
(b) From and after the date of this Agreement until the Closing Date, Xxxxxx Capital will not, without the prior consent of Crossatlantic:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or (v) purchase or redeem any Common Shares. (vi) enter into any contracts or assume any additional liability
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Axxxxxxxx, Xxxxx 0X Group and CFDL will each use its best efforts to:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(ii) maintain in full force and effect insurance comparable in amount and in
(iii) scope of coverage to that now maintained by it; and
(iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business.
(b) From and after the date of this Agreement until the Closing Date, China 3C Group will not, without the prior consent of CFDL:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;
(iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or
(v) purchase or redeem any Common Shares.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, HMLF and MIT will each:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business; and
(iv) conduct its business in the ordinary course, except that MIT shall be able to consummate the Financing.
(b) From and after the date of this Agreement until the Closing Date, HMLF will not, without the prior consent of MIT:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common Shares or otherwise change its capitalization, except as provided herein;
(iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or
(v) purchase or redeem any Common Shares.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Asturias and FishTheWorld will each use its best efforts to:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;
(b) From and after the date of this Agreement until the Closing Date, Asturias will not, without the prior consent of FishTheWorld:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein; (iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers; (iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or (v) purchase or redeem any Common Shares.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Global and Platinum will each use its best efforts to:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(ii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;
(b) From and after the date of this Agreement until the Closing Date, Global will not, without the prior consent of Platinum:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;
(iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or
(v) purchase or redeem any Common Shares.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, LGSE and CLP will each use its best efforts to:
(i) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; and
(ii) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business.
(b) From and after the date of this Agreement until the Closing Date, LGSE will not, without the prior consent of CLP:
(i) except as otherwise specifically set forth herein, make any change in its articles of incorporation or bylaws;
(ii) declare or pay any dividend on its outstanding Common Shares, except as may otherwise be required by law, or effect any stock split or otherwise change its capitalization, except as provided herein;
(iii) enter into or amend any employment, severance or agreements or arrangements with any directors or officers;
(iv) grant, confer or award any options, warrants, conversion rights or other rights not existing on the date hereof to acquire any Common Shares; or
(v) purchase or redeem any LGSE Common Stock.
Actions Prior and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Clifton, Telecard and Auxer wxxx xxxh use its best xxxxxts to:
(i) carry on its business in substantially the same manner as it has heretofore;
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;
(v) maintain and preserve its business organization intact, to retain its key employees and to maintain its relationship with its material suppliers and customers; and
(vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations and orders imposed by federal or state governmental authorities.
Actions Prior and Subsequent to Closing. (i) From and after the date of this Agreement until the Closing Date, except as permitted or contemplated by this Agreement, Moneylogix and Panacea will each use its best efforts to:
(ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty;
(iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iv) perform in all material respects all of its obligations under material contracts, leases and instruments relating to or affecting its assets, properties and business;