Common use of Actions Prior to and Subsequent to Closing Clause in Contracts

Actions Prior to 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, PCLP, ASI and Dongsheng 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; and (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, PCLP will not, without the prior consent of ASI: (i) except as otherwise specifically set forth herein, make any change in its certificate 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.

Appears in 2 contracts

Samples: Stock Purchase and Share Exchange Agreement (Paperclip Software Ince), Stock Purchase and Share Exchange Agreement (Paperclip Software Ince)

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Actions Prior to 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, PCLP, ASI Edulink and Dongsheng Mega Media 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; and (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, PCLP Edulink will not, without the prior consent of ASIMega Media: (i) except as otherwise specifically set forth herein, make any change in its certificate articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding common sharesCommon 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 sharesCommon Shares; or (v) purchase or redeem any common sharesCommon Shares.

Appears in 1 contract

Samples: Stock Purchase Agreement (Edulink Inc)

Actions Prior to 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, PCLP, ASI FHCS and Dongsheng Mega Media 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; and (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, PCLP FHCS will not, without the prior consent of ASIMega Media: (i) except as otherwise specifically set forth herein, make any change in its certificate articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding common sharesCommon 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 sharesCommon Shares; or (v) purchase or redeem any common sharesCommon Shares.

Appears in 1 contract

Samples: Stock Purchase and Share Exchange Agreement (Family Healthcare Solutions Inc)

Actions Prior to 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, PCLP, ASI EQUS and Dongsheng Quasar 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; and (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 Effective Date, PCLP each of EQUS and Quasar will not, without the prior consent of ASIthe other party: (i) except as otherwise specifically set forth herein, make any change in its certificate articles of incorporation or bylawsby-laws; (ii) declare or pay any dividend on its outstanding common sharesCommon 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) enter into any agreement with respect to the transfer, assignment or sale of its assets (other than the ordinary course of business); (v) 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.not

Appears in 1 contract

Samples: Stock Purchase Agreement

Actions Prior to and Subsequent to Closing. (a) From and after the date of this Agreement until the Closing Datedate, except as permitted or contemplated by this Agreement, PCLPCOHQ, ASI ANST and Dongsheng NST 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; and (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 Datedate, PCLP COHQ will not, without the prior consent of ASIANST: (i) except as otherwise specifically set forth herein, make any change in its certificate 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; (v) issue any shares of capital stock for any purpose other than as provided herein; or (vvi) purchase or redeem any common shares.

Appears in 1 contract

Samples: Stock Purchase and Share Exchange Agreement (American Nano Silicon Technologies, Inc.)

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Actions Prior to 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, PCLP, ASI SHS and Dongsheng SVG 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; and (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 this. Agreement until the Closing Date, PCLP SHS will not, without the prior consent of ASISVG: (i) except as otherwise specifically set forth otherwise; -pforth herein, make any change hange in its certificate 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.

Appears in 1 contract

Samples: Stock Purchase and Share Exchange Agreement (China Teletech LTD)

Actions Prior to 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, PCLP, ASI RMI and Dongsheng LLD 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; and (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, PCLP RMI will not, without the prior consent of ASILLD: (i) except as otherwise specifically set forth herein, make any change in its certificate articles of incorporation or bylaws; (ii) declare or pay any dividend on its outstanding common sharesCommon 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 sharesCommon Shares; or (v) purchase or redeem any common sharesCommon Shares.

Appears in 1 contract

Samples: Stock Purchase and Share Exchange Agreement (Rocap Marketing Inc.)

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