Common use of Additional Company Covenants Clause in Contracts

Additional Company Covenants. (a) Except as otherwise contemplated herein, between the Effective Date and the Closing, none of the Shareholder nor either Company shall (i) materially amend any of the Company Charter Documents; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholder or purchase or redeem, or agree to purchase or redeem, any shares of Celerit Common Stock or Celerit Solutions Common Stock; (iii) make any material change in its method of management, operation or accounting; (iv) enter into any other material transaction other than sales in the ordinary course of its business; or (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees. (b) Between the Effective Date and the Closing, none of the Shareholder nor either Company shall (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares of Celerit Common Stock or Celerit Solutions Common Stock, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of Celerit Common Stock; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the Ordinary Course of Business; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Equity Securities or other securities of the Company, including debentures or other debt obligations, except in connection with this Agreement.

Additional Company Covenants. (a) Except as otherwise contemplated herein, between the Effective Date and the Closing, none of the Shareholder nor either Company shall and the Seller will not (i) materially amend any of the Company Charter Organizational Documents; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholder any shareholders of the Company or purchase or redeem, or agree to purchase or redeem, any shares of Celerit Common Stock or Celerit Solutions Common Stockpreferred stock of the Company; (iii) make any material change in its method of management, operation or accounting; (iv) enter into any other material transaction other than sales in the ordinary course of its business; or (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees. (b) Between the Effective Date and the Closing, none of the Shareholder nor either Company shall will not (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares of Celerit Common Stock or Celerit Solutions Common Stockpreferred stock of the Company, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of Celerit Common StockStock or preferred stock of the Company; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the Ordinary Course ordinary course of Businessbusiness; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Equity Securities or other securities of the Company, including debentures or other debt obligations, except in connection with this Agreement.

Additional Company Covenants. (a) Except as otherwise contemplated herein, between the Effective Date and the Closing, none of the Shareholder nor either Company shall and the Seller will not (i) materially amend any of the Company Charter Organizational Documents; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholder any shareholders of the Company or purchase or redeem, or agree to purchase or redeem, any shares of Celerit Common Stock or Celerit Solutions Common Stock; (iii) make any material change in its method of management, operation or accounting; (iv) enter into any other material transaction other than sales in the ordinary course of its business; or (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees. (b) Between the Effective Date and the Closing, none of the Shareholder nor either Company shall will not (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares of Celerit Common Stock or Celerit Solutions Common Stock, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of Celerit Common Stock; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the Ordinary Course ordinary course of Businessbusiness; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Equity Securities or other securities of the Company, including debentures or other debt obligations, except in connection with this Agreement.

Additional Company Covenants. (a) Except Within three (3) business days of the Effective Date, the Company will deliver to OHGI complete and correct copies of the Articles of Organization and the Limited Liability Company Agreement in its current form (“Operating Agreement”) of the Company (collectively, the “Company Charter Documents”) and, except as otherwise contemplated herein, between the Effective Date and the Closing, none of the Shareholder nor either Company shall and the Members will not (i) materially amend any of the Company Charter Documents; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholder Members or purchase or redeem, or agree to purchase or redeem, any shares of Celerit Common Stock or Celerit Solutions Common StockCompany Member Interests; (iii) make any material change in its method of management, operation or accounting; (iv) enter into any other material transaction other than sales in the ordinary course of its business; or (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees. (b) Between the Effective Date and the Closing, none of the Shareholder nor either Company shall will not (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares of Celerit Common Stock or Celerit Solutions Common StockCompany Member Interests, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of Celerit Common StockCompany Member Interests; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the Ordinary Course ordinary course of Businessbusiness; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Equity Securities Member Interests or other securities of the Company, including debentures or other debt obligations, except in connection with this Agreement.

Additional Company Covenants. (a) Except as otherwise contemplated herein, between the Effective Date and the Closing, none of the Shareholder nor either Company shall CRDX Parties will not (i) materially amend any of the Company Charter Documents; (ii) declare or make, or agree to declare or make, any payment of dividends or distributions of any assets of any kind whatsoever to Shareholder Sellers or purchase or redeem, or agree to purchase or redeem, any shares of Celerit Common Stock or Celerit Solutions CRDX Common Stock; (iii) make any material change in its method of management, operation or accounting; (iv) enter into any other material transaction other than sales in the ordinary course of its business; or (v) make any increase in or adoption of any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or with its officers, directors, or employees. (b) Between the Effective Date and the Closing, none of the Shareholder nor either Company shall will not (i) grant or agree to grant any options, warrants or other rights to purchase, subscribe for, or otherwise acquire shares of Celerit Common Stock or Celerit Solutions CRDX Common Stock, or other securities convertible into, exchangeable for, or otherwise giving the holder thereof the right to acquire, shares of Celerit CRDX Common Stock; (ii) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as disclosed herein and except liabilities incurred in the Ordinary Course ordinary course of Businessbusiness; (iii) sell or transfer, or agree to sell or transfer, any of its assets, properties, or rights or cancel, or agree to cancel, any debts or claims; or (iv) issue, deliver, or agree to issue or deliver any Equity Securities Seller Interests or other securities of the Company, including debentures or other debt obligations, except in connection with this Agreement.