ACTIONS PRIOR TO THE CLOSING. The respective Parties covenant and agree to take the following actions:
ACTIONS PRIOR TO THE CLOSING. Section 4.01 Schedule 13E-3. As promptly as reasonably practicable following the date of this Agreement, Buyer, CZ and the Company shall prepare and cause to be filed with the Securities and Exchange Commission (the “SEC”), and Seller shall cooperate with Buyer and CZ in the preparation of, an amended Rule 13e-3 transaction statement on Schedule 13E-3 relating to the transactions contemplated by this Agreement (the “Schedule 13E-3”). Without limiting the generality of the foregoing, Seller will promptly furnish to Buyer and CZ any additional information relating to it that is required by the Securities Exchange Act of 1934, as amended, and the rules and regulations promulgated thereunder (the “Exchange Act”) to be set forth in the Schedule 13E-3 or that is otherwise reasonably requested by Buyer or CZ. Buyer and CZ agree that on the date of mailing to the stockholders of the Company, the Schedule 13E-3 will comply in all material respects with the applicable provisions of the Exchange Act. Buyer and CZ will use their respective reasonable best efforts to have the Schedule 13E-3 cleared by the SEC as promptly as reasonably practicable following its filing with the SEC. Buyer and CZ will cause the Schedule 13E-3 to be mailed to the Company’s stockholders as promptly as reasonably practicable after the Schedule 13E-3 is cleared by the SEC.
ACTIONS PRIOR TO THE CLOSING. The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing, and thereafter to the extent provided:
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing Date and except as permitted or contemplated by this Agreement, the Company and WOHG, respectively, will each:
(a) carry on its business in substantially the same manner as it has heretofore;
(b) 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;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(f) 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.
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date and until the earlier to occur of the termination of this Agreement or the Closing and except as permitted or contemplated by this Agreement, each of the Parties will:
(a) carry on its business in substantially the same manner as it has heretofore;
(b) 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;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(f) 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.
ACTIONS PRIOR TO THE CLOSING. Seller shall pay when due all Taxes owing on account of the Assets the operations of Seller that relate to the period prior to the Closing, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in Section 4. Seller shall be responsible for payment, when due, of all Taxes assessed based upon, or otherwise relating to, the Assets or the operations of Seller prior to the Closing Date and for all period(s) ending on or before the Closing Date, whether or not due on the Closing Date, other than such amounts, if any, that constitute Assumed Liabilities and except as provided in Section 4.
ACTIONS PRIOR TO THE CLOSING. From and after the Effective Date until the Closing Date and except as permitted or contemplated by this Agreement, the Company and Eagle Lake, respectively, will each:
(a) carry on its business in substantially the same manner as it has heretofore;
(b) 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;
(c) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(d) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(e) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and
(f) 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.
ACTIONS PRIOR TO THE CLOSING. 4.1 Activities Until Closing Date . . . . . . . . . . . . . . . . . . .
ACTIONS PRIOR TO THE CLOSING. Sellers and Buyer (hereinafter referred to as the "Parties") agree that the following events to the extent that they have not occurred prior to the date hereof shall take place before Closing and shall be considered as conditions to Buyer's obligation to close. In the event that the said conditions have not occurred by the Closing (as hereinafter defined) the obligations of the Parties under this Agreement shall be automatically terminated.
2.01 The board of directors of Buyer shall approve the transaction contemplated by this Agreement.
2.02 Sellers shall hold at Closing (i) an ordinary shareholders' meeting of the Companies to resolve upon the replacement of the current members of the board of directors and, as to CAPSOL, of the board of statutory auditors; (ii) an extraordinary shareholders' meeting to amend the by-laws of both Capsol and Ociesse.
2.03 The Buyer shall have obtained financing on terms and conditions satisfactory to the Buyer in its sole discretion required to consummate all of the transactions contemplated hereby.
2.04 Since January 1, 2000 there shall have been no material adverse change in the business, operations, assets, condition (financial or otherwise), operating results, liabilities, employee relations or business prospects of either of the Companies.
2.05 Sellers shall approve the 1999 final balance sheet of the Companies and allocate any net profit resulting therefrom to increase the mandatory and special reserves of the Companies consistently with the resolutions of the shareholders' or, as the case may be, the quotaholders' meetings which approved the 1997 and 1998 balance sheets.
2.06 From and after the date of this Agreement until the Closing (the < Transition Period >), except as otherwise consented to in writing by Buyer or provided by this Agreement, each of the Companies shall, and Sellers shall cause each of the Companies to:
(a) conduct its operations according to the ordinary and usual course of business consistent with past custom and practice (including the collection of receivables, the payment of payables and the maintenance of supplies) and use its best efforts to preserve intact its business organization, keep available the services of officers and employees, and maintain satisfactory relationships with suppliers, customers and other persons having business relationships with it;
(b) maintain its assets in customary repair, order and condition, maintain insurance reasonably comparable to that in effect on the d...
ACTIONS PRIOR TO THE CLOSING. The Company shall, by the Closing Date, (i) file all Tax Returns that are required to be filed and that have not been filed prior to the date of this Agreement, including the 2006 Tax Return, (ii) obtain the consent of the Accounting Firm to the use of its audit reports in the filing of a Form 8-K by the Purchaser containing the financial information of the Company required to be presented in connection with the acquisition of the Series A Preferred Stock by the Purchaser, and (iii) effect a stock split, whereby all of the issued and outstanding shares of Company Common Stock shall be exchanged for 2,000,000 shares of Company Common Stock, such that RAV shall hold 2,000,000 shares.
