Conduct before Closing. The Company and the Founders agree that the Company shall not, during the period between the execution of this Agreement and until Closing and without the specific prior written consent of each of the Investors, take any actions set out in SCHEDULE 5.
Conduct before Closing. The Company shall not, during the period between the Execution Date and Closing, without the approval of each of the Investors:
Conduct before Closing. The Promoter and the Company shall ensure that from the Execution Date until the Closing Date, except as agreed between the Parties, the Company shall not undertake any other business activities or issue any Shares other than as contemplated by this Agreement. The Promoter and the Company shall ensure that no liability or obligation shall be created in the Company till the Closing and that there shall be no Material Adverse Effect particularly for the Investor. If any liability or obligation is created in the Company prior to the Closing Date, as contemplated in this Clause, the Promoter undertakes to be liable for the discharge of such liability or obligation, without any cost or expense to Investor and the Company.
Conduct before Closing. 4.1 Except with the prior written consent of the Investor, during the period between the Execution Date and the earlier of Closing or termination of the Agreement, pursuant to Clause 3.2 above (Interim Period), the Company and its Group Companies shall not, and the Promoter undertakes to procure and ensure that the Company and its Group Companies shall not:
(a) Acquire any shares, assets, business, organization, or division of any Person;
(b) Sell, Transfer, or otherwise dispose-off the Company’s Assets, any of its Group Companies or change the capital structure of the Company and/or its Group Companies;
(c) Sell, Transfer, assign, mortgage, pledge, hypothecate, grant security interest in, or create any other Encumbrance on any of the Assets of the Company or on any securities of the Company and/or its Group Companies;
(d) Enter into any agreement, Contracts, arrangement or transaction for the assignment of the Company’s assets and/or the assets of the Group Companies;
(e) not merge or consolidate with, or agree to merge or consolidate with, or purchase substantially all of the Assets of, or otherwise acquire, any business, business organization or division thereof, of any other Person;
(f) not acquire, or agree to acquire, any Asset, or enter into or amend any agreement or incur any commitment to do so, other than in the Ordinary Course of Business;
(g) preserve intact its present business organization such that its goodwill and Business shall be in all material respects unimpaired upon Closing;
(h) make any change in the authorized, issued, subscribed or paid-up share capital of the Company or record any beneficial interest in the Equity Shares issued by the Company;
(i) not appoint, terminate or modify the terms of employment of any Key Employees of the Company, including but not limited to providing increments;
(j) enter into any related party transactions;
(k) amend any of its Organisational Documents, except to the extent permitted under this Agreement;
(l) not enter into, any material Contract or agreement, with respect to the Business, including but not limited to providing increments;
(m) not make any change to the accounting or Tax policies, procedures or practices of the Company, or appoint or remove the external or statutory auditors of the Company other than as required under applicable Law;
(n) create of adopt any new or additional equity plan, or change or modify or amend any existing equity plan;
(o) not commence any business other than the...
Conduct before Closing. The Company shall not, during the period between the execution of this Agreement and until Closing, and without the specific prior written consent of such Investors that have (in aggregate) agreed to invest more than 50% of the aggregate Subscription Amount under this Agreement, take any actions set out in SCHEDULE 5.
Conduct before Closing. The Company shall not, during the period between the Execution Date and Closing, without the required approvals in accordance with Clause 6.3:
Conduct before Closing. From the date hereof until the Closing Date (the "INTERIM PERIOD"), except as expressly disclosed in this Agreement or consented to by Optium, the Company must ensure that:
(i) the business of the Company is conducted only in the ordinary course consistent with past practice, which includes the maintenance of all existing properties and insurance policies;
(ii) the Company does not enter into any transaction with any Affiliate of the Company or a Seller other than in the ordinary course of business;
(iii) the Company does not take any action that would or might result in any warranty or representation provided under this document becoming untrue in any respect;
(iv) the Company does not declare, make or pay any dividends, bonuses or other distribution to security holders (other than in connection with their employment by the Company);
(v) the Company does not do any act or thing or suffer or permit any omission in contravention or breach of any of the provisions of any exchange control regulation, taxation or revenue statute or the Corporations Act or any other Laws applicable to it;
(vi) the Company does not do any act or thing or suffer or permit any omission which would make any policy of insurance written for the benefit of the Company void or voidable or do anything that would mean that any existing policy is not in full force and effect at Completion;
(vii) the Company does not enter into any contracts, agreements, arrangements, obligations, undertakings, purchase or sale agreements not capable of termination on 90 days notice or less or any service employment or other agreement not capable of termination on 30 days notice or less;
(viii) the Company does not do any act or thing the doing or suffer or permit any omission of which is or could be a breach of:
a. any industrial or similar award; or
b. any determination or order of any tribunal, person or body empowered to determine any dispute relating to the rights or duties of the Company, or of any trade union or member of a trade union pursuant to any industrial or similar award; or
c. any term contained or implied in any industrial agreement between the Company and any trade or labour union; or
d. any term contained or implied in any agreement between the Company and any of the employees of the Company, which leads or is likely to or could lead to any industrial action or cause any labour problems of whatever nature;
(ix) the Company does not merge or consolidate with any other corporation or acqui...
Conduct before Closing. 23 4.1 Conduct of Seller.............................................................23
Conduct before Closing. 5.1 The Vendor will ensure that, until Closing:
(a) it and each other applicable members of the Vendor's Group will exercise its rights and perform or comply with its obligations under the BP/ICI Joint Venture Agreements and the Contracts in the ordinary and normal course and without any alteration in nature or manner (save for routine and unimportant matters) and on sound commercial principles consistent with those applied by it during the financial period ended on the 31st December 1998 and, to the extent relevant, so as to protect and maintain the Plants;
(b) all reasonable measures are taken by it and other applicable members of the Vendor's Group, consistent with past practice, to protect and maintain the Assets (other than the Plants).
5.2 Without prejudice to the generality of clause 5.1, until Closing the Vendor will ensure, in respect of the Assets and the operation of the Plants, that without the prior written consent of the Purchaser:
(a) no member of the Vendor's Group will dispose of, or agree to dispose of or grant or agree to grant any option or other right over or licence of, any Asset (except in the ordinary course of business on normal arm's length terms);
(b) no member of the Vendor's Group will embark on a programme, submit any bid or tender or make any contract or commitment in relation to the Plants which is likely to involve more than (pound)50,000 (save for the renewal of an existing leasehold interest in any property on arm's length terms) by reference to:
(i) value; or
(ii) capital expenditure or costs; or
(iii) liabilities, or (whatever the sum involved) is likely (aa) to result in any material change in the nature of the operations, liabilities and activities of the Plants or (bb) to involve any abnormal or unusual commitment in relation to the Plants;
(c) no member of the Vendor's Group will make any material change in the extent of the insurance cover relating to the Plants and the Assets as taken out by any member of the Vendor's Group (if any); and
(d) no member of the Vendor's Group will amend, terminate, transfer, assign or grant any waiver in relation to the Contracts. The Purchaser will consider and provide a response to any request for such consent as promptly as reasonably practicable.
5.3 To the extent that any matter referred to in clause 5.2 is within the control of ICI Chemicals & Polymers Limited as owner and operator of the Plants, the Vendor's obligation under clause 5.2 shall be construed as an obligation to ex...
Conduct before Closing. The Company shall not, during the Protective Period, without the prior written consent of Sabre, take any of the following actions in respect of the Company:
