Conduct and Transactions of Energy Resource Management Sample Clauses

Conduct and Transactions of Energy Resource Management. During the period from the date hereof to the date of Closing, Energy Resource Management shall: (a) Obtain an investment letter from each shareholder of Energy Resource Management in a form substantially like that attached hereto as Exhibit D. (b) Conduct the operations of Energy Resource Management in the ordinary course of business. Energy Resource Management shall not during such period, except in the ordinary course of business, without the prior written consent of Gene-Cell: (a) Except as otherwise contemplated or required by this Agreement, sell, dispose of or encumber any of the properties or assets of Energy Resource Management; (b) Declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof; (c) Issue, reissue or sell, or issue options or rights to subscribe to, or enter into any contract or commitment to issue, reissue or sell, any shares of its capital stock or acquire or agree to acquire any shares of its capital stock; (d) Except as otherwise contemplated and required by this Agreement, amend its Articles of Incorporation or merge or consolidate with or into any other corporation or sell all or substantially all of its assets or change in any manner the rights of its capital stock or other securities; (e) Except as otherwise contemplated and required by this Agreement, pay or incur any obligation or liability, direct or contingent, of more than $1,000; (f) Incur any indebtedness for borrowed money, assume, guarantee, endorse or otherwise become responsible for obligations of any other party, or make loans or advances to any other party; (g) Make any material change in its insurance coverage; (h) Increase in any manner the compensation, direct or indirect, of any of its officers or executive employees; except in accordance with existing employment contracts; (i) Enter into any agreement or make any commitment to any labor union or organization; (j) Make any material capital expenditures. (k) Allow any of the foregoing actions to be taken by any subsidiary of Energy Resource Management
Sample 1
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