Conduct and Transactions of  WISE TARGET and AMBER LINK Sample Clauses

Conduct and Transactions of  WISE TARGET and AMBER LINK. During the period from the date hereof to the date of Closing, WISE TARGET and AMBER LINK shall: (a) Obtain an investment letter from each shareholder of WISE TARGET and AMBER LINK in a form substantially similar to the one attached hereto as Exhibit B. (b) Conduct the operations of WISE TARGET and AMBER LINK in the ordinary course of business. (c) WISE TARGET and AMBER LINK shall not during such period, except in the ordinary course of business, without the prior written consent of TBAY: (1) Except as otherwise contemplated or required by this Agreement, sell, dispose of or encumber any of the properties or assets of WISE TARGET and AMBER LINK; (2) Declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof; (3) 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; (4) 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; (5) Except as otherwise contemplated and required by this Agreement, pay or incur any obligation or liability, direct or contingent, of more than $1,000; (6) 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; (7) Make any material change in its insurance coverage; (8) Increase in any manner the compensation, direct or indirect, of any of its officers or executive employees; (9) Except in accordance with existing employment contracts, enter into any agreement or make any commitment to any labor union or organization; (10) Make any material capital expenditures in excess of $1,000.00. (11) Allow any of the foregoing actions to be taken by any subsidiary of WISE TARGET and AMBER LINK.
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Related to Conduct and Transactions of  WISE TARGET and AMBER LINK

  • Additional Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate and effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of each of the following conditions, any of which may be waived, in writing, exclusively by Parent:

  • Additional Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction at or prior to the Effective Time of the following conditions, any or all of which may be waived exclusively by Parent, in whole or in part, to the extent permitted by applicable Law:

  • Conditions to Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to effect the Merger are also subject to the satisfaction or waiver by Parent at or prior to the Effective Time of the following conditions:

  • Conditions to Obligations of Parent and Sub The obligations of Parent and Sub to effect the Merger are further subject to the satisfaction or waiver on or prior to the Closing Date of the following conditions:

  • Conditions to the Obligations of Parent and Merger Sub The obligations of Parent and Merger Sub to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • CONDITIONS PRECEDENT TO OBLIGATIONS OF PARENT AND MERGER SUB The obligations of Parent and Merger Sub to effect the Merger and otherwise consummate the transactions contemplated by this Agreement are subject to the satisfaction, at or prior to the Closing, of each of the following conditions:

  • Ownership and Operations of Merger Sub Parent owns beneficially and of record all of the outstanding capital stock of Merger Sub. Merger Sub was formed solely for the purpose of engaging in the Transactions, has engaged in no other business activities and has conducted its operations only as contemplated hereby.

  • Operations of Merger Sub Merger Sub is a direct, wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

  • Performance of Obligations of Parent and Merger Sub Each of Parent and Merger Sub shall have performed in all material respects all obligations required to be performed by it under this Agreement at or prior to the Closing Date.

  • Interim Operations of Merger Sub Merger Sub was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.

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