Certain Interim Covenants Sample Clauses
Certain Interim Covenants. (a) Subject to, and without limitation of, Section 2.1 and Section 2.4 hereof, during the period between Earthstone, Sellers, and Novo entering into the Purchase Agreement and the earlier to occur of (x) the time at which the Closing under the Purchase Agreement has occurred and (y) the termination of the Purchase Agreement in accordance with its terms (but without limiting Section 5.1), Earthstone shall, and only with respect to clauses (i), (ii), (vii) and (ix) below, Northern shall (and each shall cause its respective Affiliates to), unless otherwise consented to in writing in advance by the other Party (which consent shall not be unreasonably withheld, conditioned or delayed):
(i) not intentionally or knowingly take or fail to take any action which would give, or would reasonably be expected to give, the Sellers the right to terminate the Purchase Agreement by reason of a breach or non-fulfillment by Earthstone of any of its covenants or agreements under any Transaction Agreement;
(ii) inform the other Party in writing promptly after becoming aware of any fact, matter, circumstance or other information that, individually or in the aggregate, has resulted in (or would reasonably be expected to result in) (A) any breach or inaccuracy of any representation or warranty of Sellers or Novo set forth in the Purchase Agreement or any other applicable Transaction Agreement, (B) any breach or non-fulfillment by Sellers or Novo of any of their respective covenants or agreements set forth in the Purchase Agreement or any other applicable Transaction Agreement, or (C) the failure of any condition to Closing set forth in Section 9.2 of the Purchase Agreement to be satisfied (notwithstanding, in each case, any waiver by Earthstone of any such condition);
(iii) not affirmatively waive (A) any right or remedy available to Earthstone under the Purchase Agreement or any other applicable Transaction Agreement in connection with or related to (1) any breach or inaccuracy of any representation or warranty of Sellers or Novo set forth in the Purchase Agreement or such other applicable Transaction Agreement or (2) any breach or non-fulfillment by Sellers or Novo of any of their covenants or agreements set forth in the Purchase Agreement or such other applicable Transaction Agreement, (B) any condition to closing set forth in Section 9.2 of the Purchase Agreement, or (C) if applicable, Earthstone’s right to terminate the Purchase Agreement for a failure of the condition to clo...
Certain Interim Covenants. From the date of this Agreement until the Closing Date, the Company shall, and shall cause each of its Subsidiaries to, conduct its business and operations in the ordinary course, consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all Permits, (iii) keep available the services of its directors, officers and other key personnel and (iv) maintain satisfactory relationships with customers, suppliers, lenders and other Persons with whom it has a material business relationship. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or any other Transaction Document, unless consented to in writing by a Majority Interest, the Company shall not and shall cause each of its Subsidiaries not to:
(a) amend its Certificate of Incorporation or Bylaws (whether by merger, consolidation or otherwise) or take any action that would require a vote of the holders of the Purchased Shares under Section 3(D) of the Certificate of Designation if such Certificate of Designation were in effect on the date hereof;
(b) (i) split, combine or reclassify, (ii) declare, set aside or pay any dividend or other distribution in respect of, (iii) redeem, repurchase or otherwise acquire (except as may be required by any agreement with employees, officers, directors or consultants of the Company in effect on the date hereof upon termination of their employment or services), (iv) issue, deliver or sell (excluding issuances of options to purchase the Company’s Common Stock to employees in the ordinary course of business in a manner consistent with past practice or shares of Common Stock pursuant to the exercise of stock options or warrants of the Company outstanding as of the date hereof), or (v) amend any term or provision of any agreement, instrument or other document governing, in each case, any Equity Securities;
(c) create, incur, assume or permit to exist any Indebtedness in excess of $10,000,000 in the aggregate (excluding, for this purpose, the Victory Indebtedness);
(d) change any methods of accounting, excepted as required by GAAP and as agreed to by the independent public accounts of the Company; or
(e) agree, or commit or offer to do any of the foregoing.