Conduct and Transactions Prior to the Effective Time of the Acquisition Sample Clauses

Conduct and Transactions Prior to the Effective Time of the Acquisition. 5.01 Conduct and Transactions of Gene-Cell. During the period from the date hereof to the date of Closing, Gene-Cell shall: (a) Obtain a Lock-up/Leak-out Agreement from each of the pre-reorganization officers and directors of Gene-Cell. Moreover, the pre-reorganization Gene-Cell officers and directors and the officer and director of Energy Management Resource will use their best efforts to obtain a Lock-up/Leak-out Agreement from each of the pre-reorganization Gene-Cell shareholders holding more than 6,153 post-split common shares. The Lock-up/Leak-out Agreement shall be in a form substantially like that attached hereto as Exhibit E. (b) Conduct its operations in the ordinary course of business, including but not limited to, paying all obligations as they mature, complying with all applicable tax laws, filing all tax returns required to be filed and paying all taxes due; (c) Maintain its records and books of account in a manner that fairly and correctly reflects its income, expenses, assets and liabilities; Gene-Cell shall not during such period, except in the ordinary course of business, without the prior written consent of Energy Resource Management: (a) Except as otherwise contemplated or required by this Agreement, sell, dispose of or encumber any of its properties or assets; (b) Declare or pay any dividends on shares of its capital stock or make any other distribution of assets to the holders thereof; (c) Except as set forth in paragraph 5.01(c) above, 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 contemplated or required by this Agreement, pay or incur any obligation or liability, direct or contingent, of more than $1,000, excluding the acquisitions identified in Paragraph B of this Agreement; (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, excluding the acquisitions identified in Paragraph B of this Agreement; (g) Make any material c...

Conduct and Transactions Prior to the Effective Time of the Acquisition