Conduct and Transactions of Red Oak Sample Clauses

Conduct and Transactions of Red Oak. During the period from the date hereof to the date of Closing, Red Oak shall: (a) Obtain an investment letter from each shareholder of Red Oak in a form substantially like that attached hereto as Exhibit B. (b) Conduct the operations of Red Oak in the ordinary course of business, except as set forth in 5.02 (c) below. (i) Red Oak will engage a financial public relations firm by the closing date of this transaction who is mutually satisfactory of Red Oak and the now existing board of directors of Wild Wings. Such firm, or an acceptable substitute firm, shall be continuously engaged for a minimum of eighteen (18) months. Two million shares of Red Oak, owned by the current shareholders of Red Oak, will be placed in escrow at closing and released once this provision has been fulfilled. (ii) Red Oak will engage a management consulting firm by the closing date of this transaction who is mutually satisfactory to Red Oak and the now existing board of directors of Wild Wings. The management consulting firm will assist the management in evaluating and revising their current business plan and assisting management in the development of a marketing and financing plan. (iii) Red Oak will have a minimum two year binding contract with a packing plant to xxxxxxxxx Red Oak cattle that is mutually satisfactory to Red Oak and the now existing board of directors of Wild Wings. (iv) Red Oak will have a binding contract with the American Hereford Association for the exclusive right to produce and market "Certified Hereford Beef" that is mutually satisfactory to Red Oak and the now existing board of directors of Wild Wings. (v) Red Oak will have a binding agreement pursuant to which Wild Wings will acquire 100% of the outstanding shares of Midland Cattle Company. Red Oak shall not during such period except, as otherwise contemplated or required by this Agreement, in the ordinary course of business, without the prior written consent of Wild Wings: (a) Sell, dispose of or encumber any of the properties or assets of Red Oak ; (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) Amend its Articles of Incorporation or merge or consolidate with or into any other corporation o...