Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Schedules or City Zone Schedules or as permitted or contemplated by this Agreement, Eco Building (subject to paragraph (b) below) and City Zone respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organization, 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, neither Eco Building nor City Zone will: (i) make any changes in their Organizational Documents, including any change of name, except as contemplated by this Agreement; (ii) take any action described in Section 1.07, in the case of City Zone, or in Section 2.07, in the case of Eco Building (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Share Exchange Agreement (Eco Building International Inc)

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Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building ZKID Schedules or City Zone EATWARE Schedules or as permitted or contemplated by this Agreement, Eco Building ZKID (subject to paragraph (bd) below) and City Zone EATWARE respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building ZKID nor City Zone EATWARE will: (i) make any changes in their Organizational Documents, including any change articles or certificate of name, except as contemplated by this Agreementincorporation or bylaws; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneEATWARE , or in Section 2.07, in the case of Eco Building ZKID (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of ZKID) or conduct any similar transactions other than in the ordinary course of business. (c) In light of the fact that EATWARE Shareholders will control ZKID as a result of the Exchange, from and after the date of this Agreement until the Closing Date, ZKID shall take no action which is material to its business without the prior written approval of EATWARE, which EATWARE may give or withhold in its sole discretion after consultation with ZKID.

Appears in 1 contract

Samples: Share Exchange Agreement (Eatware Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone LUCKYBULL Schedules or as permitted or contemplated by this Agreement, Eco Building the Company and LUCKYBULL respectively (subject to paragraph (b) below) and City Zone respectively), will each: (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; 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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building the Company nor City Zone LUCKYBULL will: (i) make any changes in their Organizational Documents, including any change Certificate of nameIncorporation or Memorandum and Articles of Association, except as contemplated by otherwise provided in this Agreement; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneLUCKYBULL, or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any capital shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Stock Purchase Agreement (Mopie (Bvi) LTD)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Unicorp Schedules or City Zone Affiliated Holdings Schedules or as permitted or contemplated by this Agreement, Eco Building Unicorp (subject to paragraph (bd) below) and City Zone Affiliated Holdings respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building Unicorp nor City Zone Affiliated Holdings will: (i) make any changes in their Organizational Documents, including any change articles or certificate of name, except as contemplated by this Agreementincorporation or bylaws; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneAffiliated Holdings , or in Section 2.07, in the case of Eco Building Unicorp (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Unicorp) or conduct any similar transactions other than in the ordinary course of business. (c) In light of the fact that Affiliated Holdings ' Shareholders will control Unicorp as a result of the Exchange, from and after the date of this Agreement until the Closing Date, Unicorp shall take no action which is material to its business without the prior written approval of Affiliated Holdings , which Affiliated Holdings may give or withhold in its sole discretion after consultation with Unicorp.

Appears in 1 contract

Samples: Exchange Agreement (Unicorp Inc /New)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone Hartville Equestrian Schedules or as permitted or contemplated by this Agreement, Eco Building the Company (subject to paragraph (bd) below) and City Zone Hartville Equestrian respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building the Company nor City Zone Hartville Equestrian will: (i) make any changes in their Organizational Documents, including any change articles or certificate of nameincorporation or bylaws, except as contemplated by otherwise provided in this Agreement; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneHartville Equestrian, or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Exchange Agreement (Venturelist Com Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone SNO Schedules or as permitted or contemplated by this Agreement, Eco Building the Company (subject to paragraph (bd) below) and City Zone SNO respectively, will each: (ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports; (iib) 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; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (ve) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From from and after the date of this Agreement hereof until the Closing Date, except as required by this agreement neither Eco Building the Company nor City Zone SNO will: (i) make any changes in their Organizational DocumentsCertificates of Incorporation, including any change certificates or certificates of name, incorporation or bylaws except as contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07, 1.07 in the case of City Zone, SNO or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.

Appears in 1 contract

Samples: Share Exchange Agreement (Pacific Ventures Group, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone PFH Schedules or as permitted or contemplated by this Agreement, Eco Building the Company (subject to paragraph (bd) below) and City Zone PFH respectively, will each: (ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports; (iib) 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; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (ve) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From and after the date of this Agreement hereof until the Closing Date, neither Eco Building the Company nor City Zone PFH will: (i) make any changes in their Organizational DocumentsArticles of Incorporation, including any change articles or articles of name, incorporation or bylaws except as contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07, 1.07 in the case of City Zone, PFH or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.

Appears in 1 contract

Samples: Merger Agreement (Kalahari Greentech Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Cxxx Xxx Schedules or City Zone CAYMAN Company Schedules or as permitted or contemplated by this Agreement, Eco Building Cxxx Xxx (subject to paragraph (b) below) and City Zone CAYMAN Company respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organization, 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, neither Eco Building Cxxx Xxx nor City Zone CAYMAN Company will: (i) make any changes in their Organizational Documents, including any change of name, except as contemplated by this Agreement; (ii) take any action described in Section 1.07, in the case of City ZoneCAYMAN Company, or in Section 2.07, in the case of Eco Building Cxxx Xxx (all except as permitted therein or as disclosed in the City Zone CAYMAN Company Schedules or Eco Building Cxxx Xxx Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone CAYMAN Company Schedules or Eco Building Cxxx Xxx Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Share Exchange Agreement (Cang Bao Tian Xia International Art Trade Center, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Kurrant Schedules or City Zone Zhidali Industrial Schedules or as permitted or contemplated by this Agreement, Eco Building Kurrant (subject to paragraph (b) below) and City Zone Zhidali Industrial respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organization, 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, neither Eco Building Kurrant nor City Zone Zhidali Industrial will: (i) make any changes in their Organizational Documents, including any change of name, except as contemplated by this Agreement; (ii) take any action described in Section 1.07, in the case of City ZoneZhidali Industrial, or in Section 2.07, in the case of Eco Building Kurrant (all except as permitted therein or as disclosed in the City Zone Zhidali Industrial Schedules or Eco Building Kurrant Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Zhidali Industrial Schedules or Eco Building Kurrant Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Share Exchange Agreement (Kurrant Food Enterprises, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone Hy-Tech Schedules or as permitted or contemplated by this Agreement, Eco Building the Company (subject to paragraph (bd) below) and City Zone Hy-Tech respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building the Company nor City Zone Hy-Tech will: (i) make any changes in their Organizational Documents, including any change articles or certificate of nameincorporation or bylaws, except as contemplated by otherwise provided in this Agreement; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneHy-Tech, or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Section 4.06 hereof and the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Exchange Agreement (SRM Networks Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building DLD Group Schedules or City Zone DLD Great Industry Schedules or as permitted or contemplated by this Agreement, Eco Building DLD Group (subject to paragraph (b) below) and City Zone DLD Great Industry respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organization, 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, neither Eco Building DLD Group nor City Zone DLD Great Industry will: (i) make any changes in their Organizational Documents, including any change of name, except as contemplated by this Agreement; (ii) take any action described in Section 1.07, in the case of City ZoneDLD Great Industry, or in Section 2.07, in the case of Eco Building DLD Group (all except as permitted therein or as disclosed in the City Zone DLD Great Industry Schedules or Eco Building DLD Group Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone DLD Great Industry Schedules or Eco Building DLD Group Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Share Exchange Agreement (DLD Group, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Schedules Company Schedules, which are required to be delivered no later than 10 days from the date the Bank Consent is obtained, unless such review period has been waived by LADP in writing or City Zone LADP Schedules or as permitted or contemplated by this Agreement, Eco Building the Company and the LADP Subsidiaries, respectively (subject to paragraph (b) below) and City Zone respectively), will each: (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) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best good faith efforts to maintain and preserve intact its business organizationorganization 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 federal, provincial and state laws and all rules, regulations, and orders imposed by federal federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Eco Building the Company nor City Zone the LADP Subsidiaries will: (i) make any changes in their Organizational Documents, including any change Certificates of nameIncorporation or Bylaws, except as contemplated by otherwise provided in this Agreement; (ii) take any action described in Section 1.07, 1.07 in the case of City Zonethe LADP Subsidiaries, or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services, unless undertaken by the LADP Subsidiaries, and written notice of such transaction is provided to the Company prior to such actions and any outstanding LADP Schedule, if any is updated to reflect such transaction; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 4.05 hereof and the sale of securities underlying existing warrants or options of the Company, if any) or conduct any similar transactions other than in the ordinary course of business, unless undertaken by the LADP Subsidiaries and written notice of such transaction is provided to the Company, prior to such actions, actions and any outstanding LADP Schedule, if any is updated to reflect such transaction.

Appears in 1 contract

Samples: Share Exchange Agreement (Acies Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Skintek Labs Schedules or City Zone Hunno Schedules or as permitted or contemplated by this Agreement, Eco Building Skintek Labs (subject to paragraph (bd) below) and City Zone Hunno respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and 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, neither Eco Building Skintek Labs nor City Zone Hunno will: (i) make any changes in their Organizational Documents, including any change articles or certificate of name, except as contemplated by this Agreementincorporation or bylaws; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneHunno, or in Section 2.07, in the case of Eco Building Skintek Labs (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skintek Labs) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Exchange Agreement (Skintek Labs Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Eco Building Schedules COMPANY Schedules, if any, or City Zone HTG Schedules or as permitted or contemplated by this Agreement, Eco Building the COMPANY (subject to paragraph (bd) below) and City Zone HTG, respectively, will each: (ia) carry on its business in substantially the same manner as it has heretofore; (iib) 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; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (ve) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From from and after the date of this Agreement hereof until the Closing Date, except as required by this agreement neither Eco Building the COMPANY nor City Zone HTG will: (i) make any changes in their Organizational Documents, including any change of namecharter documents, except as contemplated by this Agreement; (ii) take any action described in Section 1.071.08 in the case of HTG or in Section 2.06, in the case of City Zone, or in Section 2.07, in the case of Eco Building COMPANY (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Share Exchange Agreement (Healing Touch Holdings, Inc.)

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Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building E-18 Schedules or City Zone SquareOne Schedules or as permitted or contemplated by this Agreement, Eco Building E-18 (subject to paragraph (bd) below) and City Zone SquareOne respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building E-18 nor City Zone SquareOne will: (i) make any changes in their Organizational Documentsmemorandum of association, including any change articles of nameassociation, articles or certificate of incorporation or bylaws except as contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.072.06 in the case of SquareOne or in Section 3.07, in the case of City Zone, or in Section 2.07, in the case of Eco Building E-18 (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Share Exchange Agreement (E 18 Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone ONC Schedules or as permitted or contemplated by this Agreement, Eco Building the Company (subject to paragraph (bd) below) and City Zone ONC respectively, will each: (ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports; (iib) 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; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (ve) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From and after the date of this Agreement hereof until the Closing Date, except as required by this Agreement neither Eco Building the Company nor City Zone ONC will: (i) make any changes in their Organizational DocumentsArticles of Incorporation, including any change articles or articles of name, incorporation or bylaws except as contemplated by this AgreementAgreement including a name change; (ii) take any action described in Section 1.07, 1.07 in the case of City Zone, ONC or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.

Appears in 1 contract

Samples: Share Exchange Agreement (Quint Media Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Parent Schedules or City Zone Schedules the M3X Schedules, or as permitted or contemplated by this Agreement, Eco Building the Parent and M3X, respectively (subject to paragraph (b) below) and City Zone respectively), will shall each: (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) use good faith efforts to perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best good faith efforts to maintain and preserve intact its business organizationorganization 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 federal, provincial and state laws and all rules, regulations, and orders imposed by federal federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Eco Building the Parent nor City Zone willM3X shall: (i) make any changes in their Organizational Documents, including any change Certificates of nameIncorporation or Articles of Incorporation (as applicable) or Bylaws, except as contemplated otherwise provided in this Agreement or required by this Agreementthe recapitalization of the Parent as may be necessary to carry out the Exchange Offer; (ii) take any action described in Section 1.071.05 in the case of M3X, or in Section 2.09, in the case of City Zone, or in Section 2.07, in the case of Eco Building Parent (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than as contemplated in this Section 5.03) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Merger Agreement (Datamill Media Corp.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Schedules or City Zone OPAL, TRIPLE and OAD Schedules or as permitted or contemplated by this the Agreement, Eco Building OPAL (subject to paragraph (bd) below) TRIPLE and City Zone OAD respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building nor City Zone OPAL, TRIPLE or OAD will: (i) make any changes in their Organizational Documents, including any change articles or certificate of name, except as contemplated by this Agreementincorporation or bylaws; (ii) take any action described in Section 1.07, 1.07(a) in the case of City ZoneTRIPLE, 1.07 (b) in the case of OAD, or in Section 2.07, in the case of Eco Building OPAL (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than the sale of securities underlying existing warrants or options of OPAL) or conduct any similar transactions other than in the ordinary course of businessbusiness (other than transactions contemplated herein or in the OPAL, TRIPLE or OAD Schedules).

Appears in 1 contract

Samples: Share Purchase Agreement (Med Tex Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Schedules OraLabs or City Zone NVC Schedules or as permitted or contemplated by this Agreement, Eco Building (subject to paragraph (b) below) OraLabs and City Zone NVC and its wholly-owned subsidiary, NVCI, respectively, will each: : (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 obligation under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and 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, neither Eco Building OraLabs nor City Zone NVC and its wholly-owned subsidiary, NVCI, will: : (i) make any changes change in their Organizational Documentsorganizational documents, including any change Certificate of name, except as contemplated by this Agreement; Incorporation or bylaws; (ii) take any action described in Section 1.07section 2.6 in the case of NVC and its wholly-owned subsidiary, NVCI, or in section 4.7, in the case of City Zone, or in Section 2.07, in the case of Eco Building OraLabs (all except as permitted therein or as disclosed in the City Zone Schedules applicable party's schedules); or Eco Building Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Stock Exchange Agreement (Oralabs Holding Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Finders Schedules or City Zone Xxxxx Schedules or as permitted or contemplated by this Agreement, Eco Building Finders (subject to paragraph (bd) below) and City Zone Xxxxx respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building Finders nor City Zone Xxxxx will: (i) make any changes in their Organizational Documents, including any change articles or certificate of name, except as contemplated by this Agreementincorporation or bylaws; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneXxxxx, or in Section 2.07, in the case of Eco Building Finders (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operationsoperations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Finders) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Exchange Agreement (Finders Keepers Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Effective Date and except as set forth in the Eco Building Schedules AMIWORLD - NV or City Zone AMIWORLD - NY Schedules or as permitted or contemplated by this Agreement, Eco Building (subject to paragraph (b) below) AMIWORLD - NV and City Zone AMIWORLD - NY, respectively, will each: (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 any material contracts, leases, leases and instruments relating to or affecting its assets, properties, properties and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization intact, to retain its key employees, 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, regulations and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Effective Date, neither Eco Building AMIWORLD - NV nor City Zone AMIWORLD - NY will: (i) except as otherwise specifically set forth herein, make any changes change in their Organizational Documentsrespective Articles of Incorporation or Bylaws, including any change or Articles of nameIncorporation or Bylaws, except as contemplated by this Agreementapplicable; (ii) take any action described in Section 1.071.7 in the case of AMIWORLD - NY, or in Section 2.6, in the case of City Zone, or in Section 2.07, in the case of Eco Building AMIWORLD - NV (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party’s schedules);; or (iii) enter into or amend any contract, agreement, agreement or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party’s schedules, except that a party may enter into or amend any contract, agreement, agreement or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Merger Agreement (Amiworld, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Eco Building Company Schedules or City Zone Healthrenu Schedules or as permitted or contemplated by this Agreement, Eco Building the Company (subject to paragraph (b) below) and City Zone Healthrenu respectively, will each: (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 any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organizationorganization 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, neither Eco Building the Company nor City Zone Healthrenu will: (i) make any changes in their Organizational Documents, including any change Articles of nameIncorporation or Bylaws, except as contemplated by otherwise provided in this Agreement; (ii) take any action described in Section 1.07, 1.07 in the case of City ZoneHealthrenu, or in Section 2.07, in the case of Eco Building the Company (all except as permitted therein or as disclosed in the City Zone Schedules or Eco Building Schedules, as applicableapplicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in the City Zone Schedules or Eco Building Schedulessuch party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations, sell any shares of capital stock (other than the sale of securities underlying existing warrants or options of the Company) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Samples: Exchange Agreement (Healthrenu Medical Inc)

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