Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(c) declare, set aside or pay any dividends on, or make any other distributions in respect of the Pubco Common Stock; or
(d) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) amend its Articles, Bylaws or other incorporation documents;
(b) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(c) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(d) declare, set aside or pay any dividends on, or make any other distributions in respect of the Pubco Common Stock; or
(e) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Pubco shall not, without the prior written consent of Priveco:
(a) amend its Articles of Incorporation, Bylaws or other incorporation documents
(b) incur any liability or obligation other than in the ordinary course of business or encumber or permit the encumbrance of any property or assets of Pubco except in the ordinary course of business consistent with past practice;
(c) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(d) issue, deliver, sell, pledge or otherwise encumber or subject to any lien any shares of Pubco Common Stock, or any rights, warrants or options to acquire any such shares or other securities;
(e) declare, set aside or pay any dividends on, or make any other distributions in respect of Pubco Common Stock; or
(f) materially increase the benefits or compensation expenses of Pubco, increase the cash compensation of any director, officer, employee or consultant or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice; or
(c) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Pubco and the Pubco Subsidiary will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco or the Pubco Subsidiary except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco or Pubco Subsidiary property or assets except in the ordinary course of business consistent with past practice;
(c) declare, set aside or pay any dividends on, or make any other distributions in respect of, the Pubco Common Stock;
(d) do any of the following without a concurrent adjustment to the consideration deliverable hereunder for the transfer of the Priveco Shares, Priveco Options and Priveco Warrants as may be necessary to ensure that the percentage ownership of Pubco by the Selling Shareholders, the Option Holders and the Warrant Holder following Closing, on a fully diluted basis, is unaffected by such action, to the satisfaction of Priveco and the Selling Shareholders as evidenced in writing:
(i) issue, deliver or sell any shares of the Pubco Common Stock (other than those shares of Pubco Common Stock that may be issued as a result of the exercise of any outstanding options, warrants or other convertible securities), or any rights, warrants or options to acquire any such shares, voting securities or convertible securities,
(ii) declare, set aside or pay any dividends on, or make any other distributions in respect of, the Pubco Common Stock, or
(iii) split, combine or reclassify any Pubco Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Pubco Common Stock; or
(e) materially increase benefits or compensation expenses of Pubco or the Pubco Subsidiary, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such Person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement and the Financing, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(c) issue or sell shares of Pubco Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(d) declare, set aside or pay any dividends on, or make any other distributions in respect of the Pubco Common Stock or split, combine or reclassify any Pubco Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Pubco Common Stock; or
(e) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of General Gold:
(a) amend its articles of incorporation, bylaws or other charter documents;
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, the Consultant Agreement and the Convertible Debenture, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(c) issue or sell shares of Pubco Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(d) declare, set aside or pay any dividends on, or make any other distributions in respect of the Pubco Common Stock or split, combine or reclassify any Pubco Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Pubco Common Stock; or
(e) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, including the subscription agreements in connection with Financing, the Share Purchase Agreement, the Consulting Fee, the Stock Split and the Name Change, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(c) issue or sell shares of Pubco Common Stock, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(d) declare, set aside or pay any dividends on, or make any other distributions in respect of the Pubco Common Stock or split, combine or reclassify any Pubco Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of Pubco Common Stock; or
(e) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
Certain Acts Prohibited - Pubco. Except as expressly contemplated by this Agreement, between the date of this Agreement and the Closing Date, Pubco will not, without the prior written consent of Priveco:
(a) incur any liability or obligation or encumber or permit the encumbrance of any properties or assets of Pubco except in the ordinary course of business consistent with past practice;
(b) dispose of or contract to dispose of any Pubco property or assets except in the ordinary course of business consistent with past practice;
(c) declare, set aside or pay any dividends on, or make any other distributions in respect of the Pubco Common Stock, provided, however, that it is understood and agreed that Pubco shall spinoff its subsidiaries immediately prior to the Closing of this Transaction all as more specifically set forth in Section 10 hereof; or
(d) materially increase benefits or compensation expenses of Pubco, increase the cash compensation of any director, executive officer or other key employee or pay any benefit or amount to any such person.
