Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, Parent shall cause the Company to: (a) conduct the Company’s business solely in the usual, regular and ordinary course in substantially the same manner as heretofore conducted (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Acquirer) and in compliance with all applicable Legal Requirements; (b) (A) pay all of the Company’s debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (B) pay or perform the Company’s other obligations when due, (C) use commercially reasonable efforts consistent with past practice and policies to collect the Company’s accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practices, (D) sell the Company’s products consistent with past practices as to license, service and maintenance terms, incentive programs, and in accordance with GAAP requirements as to revenue recognition and (E) use its commercially reasonable efforts consistent with past practice and policies to preserve intact the Company’s present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing; (c) promptly notify Acquirer of any change, occurrence or event not in the ordinary course of its or any Subsidiary’s business, or of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to cause any of the conditions to closing set forth in Article 6 not to be satisfied; (d) assure that each of the Company’s Contracts (other than with Acquirer) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Purchase, and shall give reasonable advance notice to Acquirer prior to allowing any material Contract to lapse or terminate by its terms; and (e) maintain each of the Company’s leased premises in accordance with the terms of the applicable lease.
Appears in 2 contracts
Samples: Membership Interest Purchase Agreement (ShoreTel Inc), Membership Interest Purchase Agreement (Novation Companies, Inc.)
Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms and the ClosingEffective Time (except (w) to the extent expressly provided otherwise in this Agreement, (x) as necessary to comply with Applicable Legal Requirements (provided that the Company shall to the extent reasonably practicable and permitted by Applicable Legal Requirements, notify Parent in advance of any action proposed to be taken by the Company to comply with Applicable Legal Requirements that would otherwise not be permitted under the provisions of this Section 4.1), (y) as consented to in writing by Parent or (z) as set forth on a subsection of Schedule 4.1 of the Company Disclosure Letter that corresponds to the applicable subsection of this Section 4.1) the Company shall, and shall cause the Company each Subsidiary to:
(a) conduct the Company’s business solely Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Acquirer) and in material compliance with all applicable Applicable Legal Requirements;
(b) use commercially reasonable efforts to (Ai) pay all of the Company’s debts Company Debt and Taxes when due, subject to good faith disputes over such debts Company Debt or Taxes, and provide Parent with true, correct and complete copies of all material submissions to, and material correspondence with, Tax Authorities in connection with pending Tax audits or disputes relating to the Company or its Subsidiaries, (Bii) pay or perform the Company’s its other obligations when due, (Ciii) use commercially reasonable efforts consistent with past practice and policies to collect the Company’s accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practicespractice, (Div) sell the Company’s products Company Products consistent with past practices practice as to license, service and maintenance terms, terms and incentive programs, and in accordance with GAAP requirements as to revenue recognition programs and (Ev) use its commercially reasonable efforts consistent with past practice and policies to preserve intact the Company’s its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing;
(c) promptly notify Acquirer of any change, occurrence or event not in the ordinary course of its or any Subsidiary’s business, or of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected use commercially reasonable efforts to cause any of the conditions to closing set forth in Article 6 not to be satisfied;
(d) assure that each of the Company’s its Material Contracts (other than with Acquirer) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Purchase, and shall give reasonable advance notice to Acquirer prior to allowing any material Contract to lapse or terminate by its terms; andMerger;
(ed) use commercially reasonable efforts to maintain each all of the Company’s leased premises Leased Real Property in accordance with the terms of the applicable leaselease in all material respects; and
(e) consult with Parent regarding the defense or settlement of any material Legal Proceeding (for clarity, including any Legal Proceeding relating to the transactions contemplated hereby) to which the Company or any Subsidiary or any member of the Company Board (in their capacities as directors of the Company) is a party, other than routine Legal Proceedings defended or settled in the ordinary course of business consistent with past practice, provided that nothing herein will give Parent the right to direct any such defense.
Appears in 1 contract
Samples: Merger Agreement (Sourcefire Inc)
Conduct of Business of the Company and the Subsidiaries. During the period from the date of this Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, and agrees to cause each Subsidiary, (except to the Closing, extent that Parent shall cause the Company to:
(aotherwise consent in writing) conduct the Company’s to carry on its business solely in the usual, regular regular, and ordinary course course, in substantially the same manner as heretofore conducted (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Acquirer) and in compliance with all applicable Legal Requirements;
(b) (A) laws and regulations, to pay all of the Company’s its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (B) pay or perform the Company’s all other obligations when due, (C) and, to the extent consistent with such business, to use commercially all reasonable efforts consistent with past practice and policies to collect the Company’s accounts receivable when due and not extend credit outside of the ordinary course of (i) preserve intact its present business consistent with past practicesorganization, (Dii) sell the Company’s products consistent with past practices as to license, service and maintenance terms, incentive programs, and in accordance with GAAP requirements as to revenue recognition and (E) use its commercially reasonable efforts consistent with past practice and policies to preserve intact the Company’s present business organizations, keep available the services of its present officers and key employees employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to all with the end that its goal of preserving unimpaired the goodwill and ongoing businesses shall be unimpaired of the Company and the Subsidiaries at the Closing;
(c) Effective Time. The Company shall promptly notify Acquirer Parent of any change, event or occurrence or event emergency not in the ordinary course of its business of the Company or the Subsidiaries and any event which could have a Material Adverse Effect on the Company or any Subsidiary’s business. In addition, except as required or permitted by the terms of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither the Company nor any changeSubsidiary shall, occurrence or event whichwithout the prior written consent of Parent, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected to cause do any of the conditions following:
(a) Waive any stock repurchase rights, accelerate, amend, or change the period of exercisability of any outstanding Company Options or Company Common subject to closing set forth vesting, or reprice Company Options or authorize cash payments in Article 6 not exchange for any such outstanding options;
(b) Make any payments, or incur or enter into any agreement, contract, or commitment or transaction requiring the Company to be satisfiedpay in excess of $15,000 individually or $250,000 in the aggregate, excluding payroll (including related taxes and benefits, and rent);
(c) Enter into, renew, amend, or otherwise modify any contracts, agreements, or obligations relating to the distribution, sale, license, or marketing by third parties of the products of the Company or any Subsidiary or products licensed by the Company or any Subsidiary (other than renewals of existing non-exclusive contracts, agreements, or obligations);
(d) assure that each of Modify, amend, renew or terminate any contract or agreement to which the Company’s Contracts Company or a Subsidiary is a party or waive, release, or assign any rights or claims thereunder;
(e) Transfer or license to any person or entity or otherwise extend, amend, or modify any rights to any Company Intellectual Property (other than pursuant to end-user licenses granted to customers of the Company or a Subsidiary in the ordinary and usual course of business, consistent with Acquirerpast practice, provided that in no event shall the Company or any Subsidiary license on an exclusive basis or otherwise sell any Company Intellectual Property);
(f) Violate the terms of any of the contracts or agreements set forth or described in the Company Schedules;
(g) Commence any litigation (except to enforce its rights under or to interpret this Agreement or any other agreement, obligation or arrangement contemplated hereby or entered into after the Agreement Date will not require the procurement or established in connection herewith);
(h) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any consentCompany Capital Stock or the capital stock of any Subsidiary, waiver or novation split, combine or provide reclassify any Company Capital Stock or the capital stock of any Subsidiary or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for any Company Capital Stock or the capital stock of any Subsidiary;
(i) Purchase, redeem or otherwise acquire, directly or indirectly, any Company Capital Stock, Company Options, or any other securities of the Company or any Subsidiary, except repurchases of unvested shares at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or stock purchase agreements in effect on the date hereof;
(j) Issue, grant, deliver, sell, authorize, pledge or otherwise encumber or propose the issuance, grant, delivery, sale, pledge, or encumbrance of any shares of capital stock of the Company or any securities convertible into or exercisable for capital stock of the Company or enter into any agreements or commitments of any character obligating it to issue any such shares or other convertible securities (except for the issuance of any Company Common upon exercise of presently outstanding Company Options or conversion of presently outstanding Company Preferred);
(k) Cause, permit, or propose any amendments to the Restated Certificate or the Company's Bylaws;
(l) Acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities or other ownership interest of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof; or acquire or agree to acquire any assets in an amount in excess of $10,000 in the case of a single transaction or in excess of $25,000 in the aggregate in any 30-day period; or otherwise acquire or agree to enter into any joint ventures, strategic partnerships, or alliances;
(m) Sell, lease, license, or otherwise dispose of any of its properties or assets, except sales of inventory, products, or services in the ordinary and usual course of business, consistent with past practice;
(n) Incur any indebtedness for borrowed money or guarantee any such indebtedness of another person, issue or sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of the Company or any Subsidiary; enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any agreement or arrangement having the economic effect of any of the foregoing;
(o) Grant any severance or termination pay to, or enter any agreement pertaining thereto with, any officer, director, consultant, or employee, except payments made pursuant to written agreements outstanding on the date hereof and disclosed in the Company Schedules, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement, or arrangement existing on the date hereof;
(p) Adopt or amend any employee benefit plan, policy, or arrangement (including any employee stock option or stock purchase plan, policy, or arrangement) or enter into any employment or consulting contract or collective bargaining agreement, extend employment or consultant offers, pay or agree to pay any special bonus or special remuneration to any director, consultant or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees, or consultants;
(q) Effect or agree to effect, including by way of hiring or involuntary termination, any change in the obligations of any party in connection withdirectors, officers, or terminate as a result employees of the consummation Company or any Subsidiary;
(r) Revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable or make any change in its accounting methods, principles, or practices;
(s) Pay, discharge or satisfy, any claim, liability or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), or litigation (whether or not commenced prior to the date of this Agreement) other than the payment, discharge or satisfaction in the ordinary and usual course of business, consistent with past practice, of liabilities reflected or reserved against in the Company Financial Statements (or the notes thereto) or that arose in the ordinary and usual course of business, consistent with past practice, subsequent to February 15, 2001;
(t) Make or change any material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any closing agreement, settle any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect to Taxes;
(u) Enter into any strategic alliance, joint development or joint marketing agreement;
(v) Engage in any action with the intent to directly or indirectly adversely impact any of the transactions contemplated by this Agreement;
(w) Waive the benefits of, or agree to modify in any manner, terminate, release any person from, or knowingly fail to enforce any confidentiality or similar agreement to which the Purchase, and shall give reasonable advance notice to Acquirer prior to allowing any material Contract to lapse Company is a party or terminate by its termsof which the Company is a beneficiary; andor
(ex) maintain each Take, or agree orally or in writing or otherwise to take, any of the Company’s leased premises actions described in accordance with Sections 4.1(a) through (w) above, or any other action that would prevent the terms of Company from performing or cause the applicable leaseCompany not to perform its covenants hereunder.
Appears in 1 contract
Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, Parent shall cause the Company to:
(a) conduct the Company’s business solely in the usual, regular and ordinary course in substantially the same manner Except as heretofore conducted (except to the extent expressly provided otherwise in contemplated by this Agreement or as otherwise consented to in writing by Acquirerthe Parent, during the period from the date of this Agreement to the Closing Date: (a) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in compliance with all applicable Legal Requirements;
(b) (A) pay all of the Company’s debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (B) pay or perform the Company’s other obligations when due, (C) use commercially reasonable efforts consistent with past practice and policies to collect the Company’s accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practices, (D) sell the Company’s products consistent with past practices as to license, service and maintenance terms, incentive programs, and in accordance with GAAP requirements as to revenue recognition and (E) use its commercially reasonable best efforts consistent with past practice and policies to preserve intact the Company’s present its current business organizations, keep available the services of its present current officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, advertisers, distributors and others having business dealings with itit and to preserve goodwill; and (b) the Company will not, and shall not permit any of the Subsidiaries to, intentionally take any actions that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or as set forth on Schedule 5.1, prior to the end that its goodwill Closing Date, the Company will not, and ongoing businesses shall be unimpaired at will nor permit any of the Closing;
Subsidiaries to, without the prior written consent of the Parent: (ci) promptly notify Acquirer declare or pay any dividend or other distribution upon, or repurchase or otherwise reacquire for value, any capital stock of the Company; (ii) issue any capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company; (iii) reacquire any shares of any changeclass of capital stock of the Company; (iv) incur any indebtedness for borrowed money other than borrowings for working capital purposes in the ordinary course of business; (v) acquire any substantial assets other than in connection with planned capital expenditures approved by the Company's board of directors prior to the date hereof and described on Schedule 5.1; (vi) sell, occurrence pledge, dispose of or event not encumber its assets, except for sales of inventory and sales of obsolete assets and assets concurrently replaced with similar assets and the incurrence of Permitted Liens, in each case in the ordinary course of its business consistent with past practice; (vii) except as otherwise required by law or by any Subsidiary’s businessexisting plan, arrangement or agreement, enter into, adopt or amend in any material respect, any Employee Plan for the benefit of any change, occurrence its employees or event which, individually increase the compensation or in the aggregate with any other changes, occurrences and events, would reasonably be expected bonus payable to cause any of the conditions to closing set forth in Article 6 not to be satisfied;
(d) assure that each executive officers of the Company’s Contracts ; or (other than with Acquirerviii) entered into after the Agreement Date will not require the procurement of authorize any consent, waiver or novation or provide for any change in the obligations of any party in connection withof, or terminate as a result of the consummation commit or agree to take any of, the Purchase, foregoing or take any other intentional action that would cause the Company's representations and shall give reasonable advance notice warranties to Acquirer prior to allowing be untrue in any material Contract to lapse or terminate by its terms; and
(e) maintain each of the Company’s leased premises in accordance with the terms of the applicable leaserespect.
Appears in 1 contract
Samples: Merger Agreement (U S Pawn Inc)
Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Article VIII and the ClosingEffective Time (except as set forth in Section 5.1 of the Company Disclosure Letter, to the extent expressly provided otherwise in this Agreement, as required by Applicable Law (provided that the Company shall to the extent reasonably practicable and permitted by Applicable Law, notify Parent in advance of any action proposed to be taken by the Company to comply with Applicable Law that would otherwise not be permitted under the provisions of this Section 5.1), or as consented to in writing by Parent) the Company shall, and shall cause the Company each Subsidiary to:
(a) conduct the Company’s business solely Business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Acquirer) and in material compliance with all applicable Legal RequirementsApplicable Law;
(b) (Ai) pay all of the Company’s debts Company Debt and Taxes when due, subject to good faith disputes over such debts Company Debt or Taxes, (Bii) pay or perform the Company’s its other material obligations when due, (Ciii) use commercially reasonable efforts consistent with past practice and policies to collect the Company’s accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practicespractice, (Div) use commercially reasonable efforts to sell the Company’s products Company Products consistent with past practices practice as to license, service and maintenance terms, terms and incentive programs, and in accordance with GAAP requirements as to revenue recognition programs and (Ev) use its commercially reasonable efforts substantially consistent with past practice and policies to preserve intact the Company’s its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Closing;
(c) promptly notify Acquirer of any change, occurrence or event not in the ordinary course of its or any Subsidiary’s business, or of any change, occurrence or event which, individually or in the aggregate with any other changes, occurrences and events, would reasonably be expected use commercially reasonable efforts to cause any of the conditions to closing set forth in Article 6 not to be satisfied;
(d) assure that each of the Company’s its Contracts (other than with Acquirer) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any material change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Purchase, and shall give reasonable advance notice to Acquirer prior to allowing any material Contract to lapse Merger or terminate by its terms; andthe other Transactions;
(ed) maintain each all of the Company’s leased premises Leased Real Property in accordance with the terms of the applicable leaselease in all material respects; and
(e) notify Parent, and give Parent the opportunity to be consulted regarding the defense or settlement of, any Legal Proceeding to which the Company or any Subsidiary is a party or that is to the knowledge of the Company threatened in writing against the Company, any Subsidiary or any director, officer or employee of the Company or any Subsidiary in their capacity as such (in each case other than routine Legal Proceedings defended or settled in the ordinary course of business consistent with past practice).
Appears in 1 contract
Samples: Merger Agreement (Meru Networks Inc)
Conduct of Business of the Company and the Subsidiaries. During the period from commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement and the ClosingEffective Time, Parent shall cause the Company to:
(a) conduct the Company’s business solely in the usual, regular and ordinary course in substantially the same manner as heretofore conducted will (except to the extent expressly provided that Buyer shall otherwise consent in this Agreement writing, which consent shall not be unreasonably withheld, delayed or as consented to in writing by Acquirer) conditioned), and in compliance with all applicable Legal Requirements;
(b) (A) pay all will cause each of the Company’s Subsidiaries to, carry on its business in the usual and ordinary course of business, pay its debts and Taxes when due, subject to good faith disputes over such debts or Taxes, (B) pay or perform the Company’s other obligations when due, (C) use commercially reasonable efforts consistent with past practice and policies to collect the Company’s accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practices, (D) sell the Company’s products consistent with past practices as to license, service and maintenance terms, incentive programs, and in accordance with GAAP requirements as to revenue recognition and (E) use its commercially reasonable efforts consistent with past practice and policies to preserve intact the Company’s its present business organizationsorganization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it. Except as expressly contemplated by this Agreement, the Company shall not, and shall cause each of the Subsidiaries to not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned:
(a) (1) waive or release any right or claim, (2) fail to pay, or delay in paying, accounts payable when due, (3) modify the payment terms or payment schedule of any accounts receivable or accelerate the payment of any accounts receivable, or (4) change any cash management practices, in each case outside of the ordinary course of business or inconsistent with prior practice;
(b) issue, grant, deliver or sell, or authorize or propose the issuance, grant, delivery or sale of, or purchase or propose the purchase of, any Company Security, Subsidiary Security or Security Rights with respect to any of the foregoing, or terminate, amend any term or provision of (including by way of repricing), grant any additional awards under, or change any allocations under the Company Incentive Plans, other than the issuance of Company Common Stock pursuant to the end that its goodwill and ongoing businesses shall be unimpaired at valid exercise of any Company Option or Company Warrant or the Closingissuance of Company Preferred Stock pursuant to the valid exercise of any Company Warrant provided the exercise price with respect thereto has been paid to the Company;
(c) promptly notify Acquirer re-price or amend the terms of any changeSecurity Right or the terms of any Contract with respect to Company Securities or Subsidiary Securities or any Company Restricted Stock, occurrence including accelerating or event not waiving the vesting thereof; provided, however, that the Company may accelerate the vesting of any Company Restricted Stock or Company Options;
(d) acquire or agree to acquire by merging or consolidating with, or by purchasing any assets or equity securities of, or by any other manner, any business or any Person or division thereof, or otherwise acquire or agree to acquire outside of the ordinary course of business consistent with prior practice any assets in any amount;
(e) other than in the ordinary course of its business, hire or engage any employees, consultants or contractors, or encourage any Employees, consultants or contractors to resign from the Company or any Subsidiary’s businessof the Subsidiaries, or promote any Employees other than in the ordinary course of business or change the employment status or titles of any change, occurrence Employees;
(f) fail to use commercially reasonable efforts to keep in full force all insurance policies described in Section 2.21;
(g) enter into any Contract that contains any provision relating to a “change of control” of the Company or event which, individually any of the Subsidiaries or that would constitute a Change in the aggregate with Control Agreement;
(h) take any other changes, occurrences and events, action that would have been a breach of or would reasonably be expected to cause a breach of any of the conditions provisions of Section 2.9 (except the taking of any action described in Sections 2.9(k), (m) and (n) in the ordinary course of business, consistent with prior practice) had such action occurred after the Balance Sheet Date and prior to closing set forth in Article 6 not the Agreement Date (without regard to be satisfieddisclosures on the Company Schedules);
(di) assure incur any Indebtedness, draw down or borrow any amounts under any existing Contracts with respect to Indebtedness, guarantee any Indebtedness of any Person, issue or sell any debt securities of the Company or any of the Subsidiaries or purchase or guarantee any debt securities of others, except for advances to Employees for travel and business expenses in the ordinary course of business and consistent with prior practice;
(j) make any payment of, or in respect of, any Tax to any Person or any Governmental Entity, except to the extent that each the Company reasonably believes in good faith such payment is in respect of a Tax that is due and payable or has been properly estimated in accordance with applicable Law as applied in a manner consistent with the prior practice of the Company’s Contracts ;
(k) fail to pay any account payable or trade payable, Indebtedness or other than liabilities on a current basis business consistent with Acquirerpast practices;
(l) entered into after the Agreement Date will not require the procurement of make any consent, waiver Distribution;
(m) make a claim for or novation or provide for accept any change in the obligations of any party in connection withadditional funding from Invest Northern Ireland; or
(n) take, or terminate as a result agree in writing or otherwise to take, any of the consummation ofactions described in Sections 4.1(a) through (m) above, or any other action or omission that would prevent the PurchaseCompany from performing or cause the Company not to perform its obligations hereunder, and shall give reasonable advance notice or that would be likely to Acquirer cause any of its representations or warranties contained in this Agreement to be untrue or inaccurate in any material respect at or prior to allowing any material Contract to lapse or terminate by its terms; and
(e) maintain each of the Company’s leased premises in accordance with the terms of the applicable leaseClosing Date.
Appears in 1 contract
