Certain Pre Closing Covenants. The parties agree as follows with respect to the period between the execution of this Agreement and each Closing:
Certain Pre Closing Covenants. With respect to the period between the date of this Agreement and the Closing:
Certain Pre Closing Covenants. From the Effective Date through the Closing Date:
Certain Pre Closing Covenants. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement, (i) the Company shall and shall cause its Subsidiaries to operate their business in the ordinary course of business and substantially in accordance with past practice and (ii) the Company shall not and shall cause its Subsidiaries to not, except as contemplated by the Transaction Agreements and the JV Transaction, or as consented to by Investor in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied):
(a) authorize or pay any dividends on or make any distribution with respect to its outstanding shares of capital stock (whether in cash, assets, stock or other securities of the Company or its Subsidiaries), except (i) dividends and distributions paid or made on a pro rata basis by Company Subsidiaries and (ii) quarterly dividends to the Company’s stockholders generally consistent with past practice;
(b) adopt or propose any change to the stockholders of the Company to its Amended and Restated Articles of Incorporation or its Second Amended and Restated Bylaws in a manner that is reasonably likely to adversely impact the transactions contemplated hereunder or under the other Transaction Agreements or the rights and benefits reasonably expected to be received by the Investor under the Transaction Agreements;
(c) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(d) sell, assign, transfer, convey, lease, or otherwise dispose of (in whole or in part) any material assets or properties of the Company or its Subsidiaries (other than the disposition of obsolete or worn-out assets), except pursuant to transactions entered into on an arms-length basis;
(e) take any action that is reasonably expected to materially and adversely affect, or materially impede or impair, the ability of the parties hereto to consummate the transactions contemplated hereby; or
(f) agree, in writing or otherwise, to take any of the foregoing actions.
Certain Pre Closing Covenants. The Parties agree as follows with respect to the period between the date hereof and the Closing or earlier termination of this Agreement in accordance with Section 9.1:
Certain Pre Closing Covenants. During the time period from the Agreement Date until the earlier to occur of (i) the Effective Time, or (ii) the termination of this Agreement in accordance with the provisions of Article X, GoSolutions and VEDO each covenant and agree with the other as follows:
Certain Pre Closing Covenants. 34 6.01 Conduct of the Business........................................................................................ 34 6.02
Certain Pre Closing Covenants. (a) Certain Pre-Closing Covenants of the Corporation and the Sellers. No Changes or Breach of Representations, Warranties or Covenants. From the date hereof to the date of Closing hereunder, except as otherwise consented to in advance by Purchaser in writing, Corporation will, and will cause its subsidiary, Kellenberger Incorporated, to:
(i) carry on its bxxxxxxx xx xhe usual, regular and ordinary course in substantially the same manner as heretofore and, to the extent consistent with such business, use all reasonable efforts to preserve intact its present business organization;
(ii) comply in all respects with all applicable requirements of law;
(iii) not amend its charter documents, in particular - not enter into any transaction of merger or consolidation or sale of assets or adopt a plan of liquidation or resolutions providing for its liquidation, dissolution or other reorganization or enter into any agreement or arrangement with respect thereto or inconsistent with this Agreement; - not issue or sell any shares of its capital stock of any class or issue, sell or exercise any options, warrants, conversion or other rights to purchase any such shares or any securities convertible into or exchangeable for such shares or enter into any agreement to do the same; - not split, combine or reclassify any of its capital stock;
(iv) not declare or set aside or pay any dividends;
(v) not directly or indirectly redeem, purchase or otherwise acquire any of its shares of capital stock;
(vi) not make or obligate itself to make capital expenditures, i.e., investments in real or personal property having a useful life of more than one year, aggregating more than CHF 25'000, or in any event outside the ordinary course of business consistent with past practice;
(vii) not organize, incorporate or otherwise acquire any subsidiary;
(viii) not enter into an agreement to any of the foregoing; or
(ix) not take or omit to take any action, or suffer any action or event without prompt remedy thereof, which would cause the representations and warranties of the Corporation under this Agreement to be false or breached, or which would cause the Corporation to be in violation or breach of its covenants and agreements under this Agreement or which could adversely affect the ability of the Corporation to perform its obligations hereunder.
Certain Pre Closing Covenants. Section 6.1 Access and Investigation; Confidentiality......................................................26 Section 6.2 Operation of the Company's Business............................................................26 Section 6.3
