Conduct of Business of the Purchaser. (a) Unless the Seller 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 the Ancillary Documents as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.3, the 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 the Purchaser and its Subsidiaries and their respective businesses, assets and employees in all material respects, 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 the Ancillary Documents, as required by applicable Law (including COVID-19 Measures) or as set forth on Schedule 5.3, during the Interim Period, without the prior written consent of the Seller (such consent not to be unreasonably withheld, conditioned or delayed), the Purchaser shall not, and shall cause its Subsidiaries to not:
(i) amend, waive or otherwise change, in any respect, its Organizational Documents except as required by applicable Law;
(ii) except with respect to Permitted Splits, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities; provided that neither the exercise or settlement of any option to acquire Purchaser Common Stock under any Purchaser Benefit Plan, in accordance with its terms, nor the exercise or conversion or conversion of any other convertible securities of the Purchaser, in ...
Conduct of Business of the Purchaser. Except as contemplated by the terms of this Agreement during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), the Purchaser shall not:
(a) amend, waive or otherwise change, in any respect, its Organizational Documents;
(b) except as contemplated herein, authorize for issuance, issue, grant, sell, pledge, dispose of or propose to issue, grant, sell, pledge or dispose of any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, or other securities, including any securities convertible into or exchangeable for any of its equity securities or other security interests of any class and any other equity-based awards, or engage in any hedging transaction with a third Person with respect to such securities;
(c) split, combine, recapitalize or reclassify any of its shares or other equity interests or issue any other securities in respect thereof or pay or set aside any dividend or other distribution (whether in cash, equity or property or any combination thereof) in respect of its shares or other equity interests, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its securities;
(d) incur, create, assume, prepay or otherwise become liable for any Indebtedness (directly, contingently or otherwise) in excess of $10,000 (individually or in the aggregate), make a loan or advance to or investment in any third party, or guarantee or endorse any Indebtedness, Liability or obligation of any Person;
(e) make or rescind any material election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, file any amended Tax Return or claim for refund, or make any material change in its accounting or Tax policies or procedures, in each case except as required by applicable Law or in compliance with GAAP;
(f) terminate, waive or assign any material right under any material agreement to which it is a party;
(g) fail to maintain its books, accounts and records in all material respects in the ordinary course of business consistent with past practice;
(h) establish any Subsidiary or enter into any new line of business;
(i) fail to use commercially reasonable efforts to keep in force insurance policies or replacement or revised policies providing insurance coverage with respect to...
Conduct of Business of the Purchaser. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and shall not, directly or indirectly:
(a) split, combine, reclassify or amend the terms of the Purchaser Shares;
(b) amend its articles of amalgamation, by-laws or other Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares;
(c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any Purchaser Shares;
(d) redeem, purchase or otherwise acquire or offer to redeem, purchase or otherwise acquire any Purchaser Shares, other than purchases of Purchaser Shares made in the public markets or off-market at then prevailing market price and other than redemptions or repurchases of Purchaser Shares in connection with the administration of equity or employee incentive plans;
(e) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or
(f) authorize, agree, resolve or otherwise commit to do any of the foregoing.
Conduct of Business of the Purchaser. Unless the Target 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 the Ancillary Documents or as set forth on Schedule 8.3, the 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 the Purchaser 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. Notwithstanding anything to the contrary in this Section 8.3, nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with Purchaser’s Organizational Documents and the IPO Prospectus, the deadline by which it must complete its Business Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.
Conduct of Business of the Purchaser. The Purchaser has not engaged, and during the period from the date of this Agreement to the Closing Date, the Purchaser shall not engage, in any activities of any nature except as provided in, or in connection with the Transactions.
Conduct of Business of the Purchaser. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Purchaser shall not, directly or indirectly:
(a) split, combine, reclassify or amend the terms of the Purchaser Shares;
(b) without the prior written consent of the Company, not to be unreasonably withheld, delayed or conditioned, declare, pay or issue any dividend or other distribution, or make a return of capital, in respect of the Purchaser Shares;
(c) amend its articles of amalgamation, by-laws or other constating documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares;
(d) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or
(e) authorize, agree, resolve or otherwise commit to do any of the foregoing.
Conduct of Business of the Purchaser. During the period from the date of this Agreement to the Closing Date the Purchaser shall not declare, set aside or pay any dividends on, or make any other distributions in respect of (including, without limitation, making any rights offering), the Purchaser Common Stock having a record date for determining the stockholders of Purchaser entitled to receive such dividend or distribution on or prior to the Closing Date, except for the payment of regular quarterly cash distributions on shares of Purchaser Common Stock in an aggregate amount not exceeding 115% of the most recent quarterly dividends.
Conduct of Business of the Purchaser. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Purchaser shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which the Purchaser or any of its Subsidiaries has material business relations, and it shall not, directly or indirectly:
(a) split, combine, reclassify or amend the terms of the Purchaser Shares;
(b) amend its Constating Documents in any manner that would have a material and adverse impact on the value of the Purchaser Shares;
(c) declare, set aside or pay any dividend or other distribution (whether in cash, securities or property or any combination thereof) in respect of any shares of the Purchaser;
(d) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Purchaser; or
(e) authorize, agree, resolve or otherwise commit to do any of the foregoing.
Conduct of Business of the Purchaser. The Purchaser covenants and agrees that, during the period from the date of this Agreement until the earlier of the Closing Date and the date on which this Agreement is terminated in accordance with its terms, unless the Target shall otherwise agree in writing (such agreement not to be unreasonably withheld or delayed), except as required by law or as otherwise expressly permitted or specifically contemplated by this Agreement:
a) the Purchaser shall use its best efforts to ensure that the Purchaser Shares are continuously listed and posted for trading on the Exchange; and
b) the Purchaser shall not (unless otherwise contemplated in this Agreement):
(i) amend or propose to amend its Charter Documents;
(ii) split, combine or reclassify any of its securities or declare or make any distribution of its securities unless such split, combination or reclassification applies to the Consideration Shares equally.
(iii) other than in the ordinary course of business: (i) enter into any Contract, commitment or agreement under which it has outstanding Indebtedness; or (ii) make any loan or advance to any Person;
(iv) acquire or agree to acquire (by tender offer, exchange offer, merger, amalgamation, acquisition of shares or otherwise) any Person or other business organization or division or acquire or agree to acquire any material assets;
(v) enter into any Material Contracts regarding its business operations, including joint ventures, partnerships or other arrangements;
(vi) make any material change in accounting procedures or practices;
(vii) enter into any other material transaction, or any amendment of any Contract, which is material to its Business;
(viii) enter into any agreement resulting in a change of control of the Purchaser;
(ix) settle any outstanding claim, dispute, litigation matter, or tax dispute; or
(x) enter into any agreement or understanding to do any of the foregoing.
Conduct of Business of the Purchaser. Each of the Company and the Seller Representative hereby grants its prior consent to the execution and issuance of the Extension Promissory Note by the Purchaser to Sponsor and the transactions contemplated thereby, including any Drawdown Requests made by the Purchaser and the potential conversion, at Sponsor’s option, of the Total Principal Amount (as defined in the Extension Promissory Note), plus any accrued but unpaid interest, into Ordinary Shares, in each case in accordance with the terms and conditions of the Extension Promissory Note, under and to the extent such actions require consent pursuant to Section 8.3 of the Merger Agreement, including, without limitation, subsections (b) and (d)
