Conduct of Business Following Closing. (a) Immediately following the Closing, Seller will use the Cash Consideration to satisfy all outstanding Liabilities of the Seller as set forth on Section 3.03 of the Disclosure Schedules and all amounts owed to the holders of any Simple Agreements for Future Equity (SAFEs) in the Seller which will become due upon the consummation of transactions contemplated by this Agreement.
(b) As promptly as practical following the Closing, Seller shall take all action necessary and required in order to liquidate its remaining assets.
Conduct of Business Following Closing. (a) From the date hereof until the earlier to occur of (i) the Company’s acquisition of a new line of business or (ii) the two-year anniversary of the Closing Date (the “End Date”), the net income generated by the Company’s historical Xxxxx Express business after the Closing shall be (A) first, used to pay any Liabilities that either arose prior to the Closing or arise after the Closing with respect to the Company’s historical Xxxxx Express business, including, without limitation, any Liabilities with respect to that certain Sublease Agreement dated as of January 1, 2015 by and between the Company and Acadia Properties, LLC, and (B) second, paid to employees as directed by Xxxx Xxxxxx; provided, however, that such payments shall not exceed $100,000 per year. Furthermore, from the date hereof until the End Date, the existing management team of the Company (including, without limitation, the Company’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) shall remain with the Company in their respective positions to continue to operate the Company’s historical Xxxxx Express business in the ordinary course of its normal operations and consistent with its past practices of the Company prior to the Closing.
(b) Each Seller acknowledges that a breach of this Section 5.02 would give rise to irreparable harm to the Buyers and the Sellers. Buyers and Sellers agree that in the event the existing management team of the Company is either unable or unwilling to comply with Section 5.02(a) above or has breached its obligations pursuant to Section 5.02(a) above, and Sellers fail to provide a suitable replacement for such management personnel who have relevant business and financial experience and who are reasonably suitable to the Buyers, Sellers shall be required to pay to the Buyers an amount equal to $500,000 within four months of the date of notice (i) from Sellers to Buyers that the existing management team of the Company is either unable or unwilling to comply with Section 5.02(a) above or (ii) from Buyers to Sellers of a breach of Section 5.02(a). If the Sellers fail to pay to the Buyers any amount due to the Buyers under this Section 5.02(b), then (i) the Sellers shall reimburse the Buyers for reasonable costs and expenses (including reasonable fees and disbursements of counsel) incurred in connection with the collection of such overdue amount and the enforcement by the Buyers of their rights under this Section 5.02(b), and (i...
Conduct of Business Following Closing. (a) Buyer shall have the right, only after consultation with the Sellers' Representative, to make material business decisions affecting the Company and its business, properties, operations and products after the Closing Date with respect to the manufacturing and servicing of electronic and mechanical petroleum dispensing systems, including petroleum dispensers, point-of-sale systems and dispenser payment terminals, to owners of retail fuel service stations, convenience stores, hypermarkets and other retailers and other commercial customers including, but not limited to, the right to (i) establish all prices for the Company's products; (ii) modify existing products; (iii) determine when and how to introduce new products; (iv) determine the future level of research and development expenditures; and (v) determine whether such products should be sold or otherwise distributed, and if distributed, the method of distribution (lease, rental, set purchase plan, etc.).
(b) Buyer agrees, for the mutual benefit of itself and the Sellers, to operate the Company in good faith, taking into account the Sellers' desire to maximize the Contingent Payment provided herein, and to devote the degree of attention, financing, support, engineering expertise, marketing talent and personnel to the business of the Company as Buyer, in its good faith business judgement, deems consistent with the operation of the other facets of Buyer. Buyer agrees to provide working capital to the Company following the Closing in the form of loans or capital contributions. Any such loan shall bear interest at a rate not higher than Buyer's cost of capital. The amount of such loans or contributions, if any, shall be determined by the Board of Directors of the Company.
Conduct of Business Following Closing. Except as expressly set forth in this Agreement, Higher One shall be solely responsible for the conduct of the Company’s business following the Closing.
Conduct of Business Following Closing. Following the Closing, Seller covenants as follows:
(a) Seller shall cause the accounts payable by Seller to the Key Suppliers to be paid in full as described in paragraph 6(n);
(b) Seller shall cooperate with Buyers and use its best efforts to assure that each of Xxxxx Xxxx, Xxx Xxxxxx and Xxxx Xxxxxxxxx (collectively, the “Key Employees”) shall remain employed by TransTech and/or MIS until the first anniversary of the Closing Date. As an incentive, Seller shall fund a bonus payment to Xxx Xxxxxx and Xxxx Xxxxxxxxx of $5,000 each, and to Xxxxx Xxxx of $10,000. These bonus payments shall be payable to MIS on the Closing Date. MIS shall then hold the bonus payments in escrow and distribute them to the applicable Key Employee, on the first anniversary of the Closing Date, provided the Key Employee has been continuously employed by MIS or TransTech, or a successor of either company, from the Closing Date to the first anniversary of the Closing Date. If for any reason a Key Employee is not employed continuously from the Closing Date to the first anniversary of the Closing Date, that Key Employee's respective bonus payment shall be retained by MIS; and
(c) Seller shall cause Buyer to receive all rights, title and interest in the Electromagnet Patent identified in paragraph 10(h).
Conduct of Business Following Closing. Parent and Buyer hereby agree that prior to January 1, 2005, unless otherwise agreed by Seller, neither Parent nor Buyer shall (a) discontinue the Business; or (b) sell the Business to a third-party without maintaining Seller's right to receive the Earn-Out Payments under Article XII of this Agreement; provided, however, nothing in this Section 8.26 shall limit in any manner either (A) Parent or Buyer's right to manage the operations of the Business subsequent to the Closing as permitted by Section 12.7 or (B) Parent's right to engage in strategic transactions at the corporate level, including by way of example, Parent's engaging in any merger, acquisition or combination, or any sale of all or substantially all of Parent's assets, or any strategic partnership, joint venture or other corporate-level transaction.
Conduct of Business Following Closing. (a) In relation to Buyer’s conduct of the Business after the Closing Date, Buyer agrees that it will: (a) comply with all Laws applicable to the conduct of the Business; and (b) use Commercially Reasonable Efforts to commercialize the Product in the United States at all times until Buyer’s obligation to pay royalties hereunder is reduced pursuant to the first sentence of Section 2.6(b). In addition, Buyer acknowledges that the Product and certain technology related to the Product are subject to export and re-export controls administered by the United States Department of Commerce and agrees that the Buyer will comply with all such applicable controls, including export and re-export licensing requirements.
(b) In the event that Buyer or its Affiliates change the price or other terms of sale used in filling purchase orders in respect of the Product and such change has an adverse impact on any credit, chargeback or the best price for the Product granted or required to be given based on transactions entered into by Seller or its Affiliates prior to Closing, Buyer will promptly reimburse Seller for the adverse financial impact caused thereby.
Conduct of Business Following Closing. From and after the Closing Date hereof through and including the termination date of the Rescission Period, unless Seller shall otherwise consent in writing, the Company shall, and Buyer shall cause the Company to, conduct its affairs as follows:
Conduct of Business Following Closing. (a) Seller will notify customers affected that Buyer has purchased the business and purchase orders of Photronics, Colorado. Buyer will xxxx for all masks shipped subsequent to closing excluding bump mask shipments on behalf of Seller. With respect to bump masks, Buyer will ship such masks ordered by Seller to Seller's customer and fax a copy of the packing list to Seller on a daily basis for invoicing. Seller will pay Buyer as previously discussed for such bump masks within 30 days of notification of shipment. For six months following the closing, Seller will assist Buyer with collection of Buyer's invoices should delays occur resulting from the change of ownership.
(b) Seller will cooperate in the continuation of all services to the Premises, including utilities, phone service, faxes etc. until such time as Buyer can arrange for the same services.
(c) Seller will forward within two hours during Milpitas business hours Monday through Friday all communications directed to the Seller regarding the production of large area masks for thirty days following the Closing, and will reasonably cooperate in the same thereafter as required.
(d) Seller will cooperate with Buyer in Buyer's pursuing all assigned rights from Seller to Buyer, including any claim against Cognitive Vision, including any and all reasonable supply of information that Buyer may need in litigation against any third party.
(e) Seller, for 6 months following the Closing, will measure Texas Instrument laser writer calibration plates weekly, with a two day turnaround of such service, at no cost to Buyer. The Buyer will assume freight costs. Seller will provide a quote to continue to provide these services thereafter.
Conduct of Business Following Closing. The Parties intend that Yazaki, through its Board majority, shall exercise full operating control over the Company while appropriately protecting the rights of minority shareholders and stock option holders.
