Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date: a. The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation. b. Neither the Purchaser nor the Private Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices. c. Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement. d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact. e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party. f. The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement. g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business. h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Ultimate Sports Entertainment Inc), Agreement and Plan of Reorganization (Scilabs Holdings Inc), Agreement and Plan of Reorganization (Paystar Communications Corp)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:
a. The Purchaser and the Private Company Sellers shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither of the Purchaser nor the Private Company Sellers shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither of the Purchaser nor the Private Company Sellers shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company Sellers shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company Sellers shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company Sellers shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither of the Purchaser nor the Private Company Sellers shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company Sellers shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paystar Communications Corp)
Actions Prior to Closing. From and after the date of this Agreement and ------------------------ until the Closing Date:.
a. The Purchaser and of the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided provide in this Agreement.
d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Rascals International Inc)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:
a. The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company shall enter into any contract contact or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, proceedings or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netvoice Technologies Corp)
Actions Prior to Closing. From and after the date of or this Agreement and until the Closing Date:
a. The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.,
d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company shall each duly comply with all applicable laws law as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Paystar Communications Corp)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:
a. The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of businessbusiness or as provided in this Agreement.
h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Apptigo International, Inc.)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Dateclosing date:
a. The Purchaser and the Private Company Paidcard shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall not make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company Paidcard shall not enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Company Paidcard shall not amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company Paidcard shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company Paidcard shall not do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such partyPaidcard.
f. The Purchaser and the Private Company Paidcard shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock assets contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company Paidcard shall not sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company Paidcard shall each promptly notify the other PayStar Communications of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such partyPaidcard.
Appears in 1 contract
Samples: Asset Purchase Agreement (Paystar Communications Corp)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:
a. The Purchaser (a) Target and the Private Company Target Subsidiary shall each carry on its their business diligently and substantially in the same manner as heretofore, and neither party shall not make or institute any unusual or novel methods of purchase, sale, management, accounting or operation, without the prior written consent of Acquiror.
b. (b) Neither the Purchaser Target nor the Private Company Target Subsidiary shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its past business practices.
c. (c) Neither the Purchaser Target nor the Private Company Target Subsidiary shall not amend its articles certificate of incorporation incorporation, bylaws, or bylaws other organization documents, or make any changes in authorized or issued capital stock, except as provided in this Agreementstock or ownership interest.
d. The Purchaser (d) Target and the Private Company Target Subsidiary shall each use its their best efforts (without making any commitments on behalf of the company) to preserve its their business organization intact.
e. (e) Neither the Purchaser Target nor the Private Company Target Subsidiary shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such partyobligation.
f. The Purchaser (f) Both Acquiror and the Private Company Target shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. (g) Neither the Purchaser Target nor the Private Company Target Subsidiary shall sell or dispose of any property or assets, except products sold in the ordinary course of business, consistent with past practices.
h. The Purchaser and the Private Company (h) Target shall each promptly notify the other Acquiror of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such partyTarget or the Target Subsidiary.
Appears in 1 contract
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:
a. The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its normal business practices.
c. Neither Until the closing date neither the Purchaser nor the Private Company shall amend its articles Articles of incorporation Incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Dateclosing date:
a. The Purchaser and the Private Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser and the Private Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Total Film Group Inc)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Date:
a. The Purchaser and the Private Target Company shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser nor the Private Target Company shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser nor the Private Target Company shall amend its articles of incorporation or bylaws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser and the Private Target Company shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser nor the Private Target Company shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser and the Private Target Company shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser nor the Private Target Company shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. Neither the Purchaser nor the Target Company shall issue any securities, or any rights to receive any securities, except that the Target Company shall be permitted to complete its existing private stock offering and issue up to 1,036,000 additional shares.
i. The Purchaser and the Private Target Company shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract
Samples: Stock for Stock Exchange Agreement (Tropical Leisure Resorts Inc)
Actions Prior to Closing. From and after the date of this Agreement and until the Closing Dateclosing date:
a. The Purchaser CCI and the Private Company CAC and CAN shall each carry on its business diligently and substantially in the same manner as heretofore, and neither party shall make or institute any unusual or novel methods of purchase, sale, management, accounting or operation.
b. Neither the Purchaser CCI or CAC nor the Private Company CAN shall enter into any contract or commitment, or engage in any transaction not in the usual and ordinary course of business and consistent with its business practices.
c. Neither the Purchaser CCI or CAC nor the Private Company CAN shall amend its articles of incorporation or bylaws and by-laws or make any changes in authorized or issued capital stock, except as provided in this Agreement.
d. The Purchaser CCI and the Private Company CAC and CAN shall each use its best efforts (without making any commitments on behalf of the company) to preserve its business organization intact.
e. Neither the Purchaser CCI or CAC nor the Private Company CAN shall do any act or omit to do any act, or permit any act or omission to act, which will cause a material breach of any material contract, commitment, or obligation of such party.
f. The Purchaser CCI and the Private Company CAC and CAN shall each duly comply with all applicable laws as may be required for the valid and effective issuance or transfer of stock contemplated by this Agreement.
g. Neither the Purchaser CCI or CAC nor the Private Company CAN shall sell or dispose of any property or assets, except products sold in the ordinary course of business.
h. The Purchaser CCI and the Private Company CAC and CAN shall each promptly notify the other of any lawsuits, claims, proceedings, or investigations that may be threatened, brought, asserted, or commenced against it, its officers or directors involving in any way the business, properties, or assets of such party.
Appears in 1 contract