Conduct of Business of Purchaser. (a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document or as set forth on Schedule 7.3, or as required by applicable Law, Purchaser shall (i) conduct its businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, its business organizations, to keep available the services of its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of its material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 7.3, nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with the Purchaser Memorandum and Articles and IPO Prospectus, the deadline by which it much complete its Business Combination (an “Extension”) provided that such Extension is made in accordance with the terms specified in the Purchaser Memorandum and Articles and IPO Prospectus, and no consent of any other Party (including the shareholders of Purchaser) shall be required in connection therewith. If the Closing is not reasonably expected to occur prior to the deadline by which it must complete its Business Combination, Purchaser shall take all actions necessary, including depositing the requisite extension fee into trust, so as to extend the deadline in accordance with the provisions of the Purchaser Memorandum and Articles.
(b) Without limiting the generality of Section 7.3(a) and except as contemplated by the terms of this Agreement or any Ancillary Document (including as contemplated by any PIPE Investment) or as set forth on Schedule 7.3, or as required by applicable Law, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall cause its Subsidiaries (including Pubco, Merger Sub 1 and Merger Sub 2) to not:
(i) amend, waive or otherwise change, in any respect, its Organizational Documents;
(ii) authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose...
Conduct of Business of Purchaser. Except as contemplated by this Agreement or as disclosed in writing to Company on or prior to the date hereof, during the period from the date of this Agreement to the Effective Time, the Purchaser and its subsidiaries shall in all material respects conduct its operations according to its ordinary and usual course of business and consistent with past practice and the Purchaser shall use reasonable efforts to preserve intact in all material respects the business organization of the Purchaser, keep available the services of its current officers and key employees, and preserve in all material respects the good will of those having advantageous business relationships with it and its subsidiaries, provided that the Purchaser shall not be required to make any payments or enter into or amend any contractual arrangements or understandings to satisfy the foregoing obligations. Without limiting the generality of the foregoing, and except as contemplated by this Agreement or as disclosed in writing to Company on or prior to the date hereof, prior to the Effective Time, neither the Purchaser nor any of its subsidiaries, as the case may be, will, without the prior written consent of Company:
(a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, additional shares of its capital stock or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities, other than Shares, preferred stock, treasury shares, rights, warrants or options issuable pursuant to the Stock Option Plans or the Warrants.
(b) purchase or otherwise acquire, or propose to purchase or otherwise acquire, any of its outstanding securities;
(c) declare or pay any dividend or distribution on its Shares, except for the reverse stock split referenced in Section 7.03;
(d) subject to the fiduciary duties of the Board of Directors of the Purchaser and except pursuant to agreements or arrangements in effect on the date hereof, purchase, sell or otherwise dispose of or encumber (or enter into any agreement to so purchase, sell or otherwise dispose of or encumber) material properties or material assets except in the ordinary course of business;
(e) subject to the rights of the stockholders of the Purchaser under applicable law, adopt any amendments to the Certificate of Incorporation or By-Laws of Purchaser;
(f) (i) increase the compensation of any of its directors, officers or key employees, except in the ordinar...
Conduct of Business of Purchaser. During the period from the date hereof until the Closing or earlier termination of this Agreement, except (1) as contemplated or required by this Agreement, (2) as consented to in writing by Chemtura, which consent shall not be unreasonably withheld, conditioned or delayed, (3) as set forth in Section 5.1(b) of the Disclosure Schedules, or (4) as required by applicable Law, Purchaser shall not, and shall not permit any of its Subsidiaries to:
(i) adopt any material amendments to the organizational documents of Purchaser or any of its Subsidiaries that would have an adverse effect on the consummation of the Closing or that would adversely affect Sellers; adopt a plan of partial liquidation or dissolution of Purchaser; or sell, directly or indirectly, all or substantially all of Purchaser’s assets;
(ii) issue, sell, pledge, transfer, dispose of or encumber any equity interests of Purchaser or any of its Subsidiaries (other than the issuance of Purchaser Common Stock pursuant to the Stock Consideration), or equity interests convertible into or exchangeable for any other equity interests of Purchaser or any of its Subsidiaries; reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any equity interests of Purchaser or any of its Subsidiaries; or set aside or pay a dividend on, or make any other distribution in respect of, Purchaser’s or any of its Subsidiaries’ equity securities; and
(iii) authorize, commit or agree to take any of the foregoing actions in respect of which it is restricted by the provisions of this Section 5.1(b).
Conduct of Business of Purchaser. (a) From and after the Original Execution Date and prior to the earlier of the Closing or the Termination Date, Purchaser covenants and agrees that (1) Purchaser shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course of business, (ii) conduct its business in all material respects in accordance with all applicable Law and (iii) use its reasonable best efforts, in a manner consistent with its ordinary course of business, to preserve its tangible and intangible assets and to maintain its present business relationships and goodwill with its respective employees, customers, and other material business relations except, in the case of clauses (i) and (iii), (A) as may be required by applicable Law or (B) with the prior written consent of TWG (such written consent not to be unreasonably withheld, conditioned or delayed) and (2) Purchaser shall, and shall cause each of its Subsidiaries to, take no action that would reasonably be likely to adversely affect or materially delay the ability to obtain any Required Approvals or approval under the HSR Act or any Foreign Antitrust Law, or to perform their respective covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.
(b) Except (1) as may be required by Law, (2) with the prior written consent of TWG (such written consent not to be unreasonably withheld, conditioned or delayed (except in the case of Sections 5.02(b)(i) – Section 5.02(b)(iii) and 5.02(b)(viii) for which such clauses TWG’s written consent shall be in its sole discretion)) or (3) as set forth in Section 5.02(b) of the Purchaser Disclosure Letter, prior to the Closing or, if earlier, the Termination Date, Purchaser shall not, and shall cause its Subsidiaries not to:
(i) adopt or propose any amendments to its Organizational Documents;
(ii) declare, authorize, set aside or pay any dividends on or make any distributions (whether in cash, stock, assets, or other property or any combination thereof) with respect to its outstanding Capital Stock, or other distribution in respect of any shares of Capital Stock other than (A) regular quarterly dividends by Purchaser subject to the provisions set forth in Section 5.02(b) of the Purchaser Disclosure Letter (each, a “Purchaser Regular Quarterly Dividend”), (B) dividends or other distributions paid by any Subsidiaries of Purchaser solely to Purchaser or any other Subsidiary of Purchaser, (C) the acceptance of sh...
Conduct of Business of Purchaser. During the period from the date of this Agreement to the Effective Time, Purchaser shall not engage in activities of any nature except as provided in or contemplated by this Agreement.
Conduct of Business of Purchaser. Pending the Merger. During the period from the date of this Agreement to the Effective Time, Purchaser shall not engage in any activities of any nature except as provided in or contemplated by this Agreement, the Financing Letter or the Engagement Letter.
Conduct of Business of Purchaser. Purchaser agrees that, between the date of this Agreement and the earlier of the Closing and termination of this Agreement, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in Article V to be untrue in any material respect; or (ii) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Purchaser to consummate the transactions contemplated by this Agreement.
Conduct of Business of Purchaser. (a) Except for transactions in connection with the sale of the Initial Purchaser Shares as contemplated by Article I hereof, unless the Company shall otherwise agree in writing and except as expressly contemplated by this Agreement or Schedules attached hereto, during the period from the date of this Agreement to the Effective Time, (i) Purchaser shall conduct its business in the ordinary course and consistent with past practice, and Purchaser shall use its reasonable commercial efforts to preserve intact its business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with all persons with whom it does business and (ii) without limiting the generality of the foregoing, neither Purchaser will not:
(A) except in connection with obtaining the Interim Financing (as such term is defined in Section 8.2(d) hereof), amend or propose to amend its Certificate of Incorporation or Bylaws (or comparable governing instruments) in any material respect;
(B) except in connection with obtaining the Interim Financing authorize for issuance issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any shares of, or any options, warrants, commitments,
Conduct of Business of Purchaser. (a) Unless Seller shall otherwise consent in writing, during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 5.3, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to such Party and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.
(b) Without limiting the generality of Section 5.3(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 5.3, during the Interim Period, without the prior written consent of Seller, Purchaser shall not, and shall cause its Subsidiaries not to:
Conduct of Business of Purchaser. During the Interim Period, the Purchaser shall conduct its business only in the usual, ordinary and regular course of business and consistent with past practice. Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, during the Interim Period the Purchaser shall:
(a) not to take, approve or disclose an intention to take or refrain from taking any action intended to or that would reasonably be expect to result in, a breach or non-fulfilment of any condition set forth in the Offer;
(b) not to make or agree to make any material change in the compensation of any director, officer or employee and not to pay or agree to pay or set aside any bonus, profit sharing, retirement, insurance, death, severance or fringe benefit or other extra-ordinary or indirect compensation to, for or on behalf of any director, officer or employee;
(c) not to sell, assign, transfer, mortgage, pledge or otherwise encumber any of its assets;
(d) not to enter into any contract, agreement, commitment or transaction outside the normal course of business, provided however, that the Purchaser shall be permitted to enter into an investor relations agreement with aggregate fees payable thereunder not to exceed $500,000 on an annual basis;
(e) not to issue any shares or other securities of the Purchaser;
(f) not to declare or cause to be paid any dividend or make any other form of distribution or payment on the AAE Shares or any other securities of the Purchaser;
(g) not to default in the performance of any term or condition of any Purchaser Material Contract or license or permit;
(h) not to enter into any Purchaser Material Contracts, except in the normal course of business;
(i) to pay before delinquency all Taxes and other obligations which become due and payable by the Purchaser;
(j) not to enter into any transaction that would cause the Company to cease to be a foreign private issuer or to cause more than 10% of the AAE Subject Shares to be held by shareholders resident in the United States; and
(k) generally, to carry on its business in the normal course.
