CONDUCT OF BUSINESS PENDING COMPLETION. 6.1 Each of the Vendors hereby undertakes to the Purchaser that in the period prior to Completion:-
6.1.1 the Business will be carried on as a going concern in the normal course;
6.1.2 no physical assets of the Company or of the Subsidiary shall be removed from any of the Properties save in the ordinary course of normal day to day trading;
6.1.3 they will use their best endeavours to maintain the trade and trade connections of the Group;
6.1.4 all debts which the Company or the Subsidiary incurs in the normal course of the business will be settled within the usual periods of credit normally taken by the Company;
6.1.5 it shall promptly give to the Purchaser full details of any material changes in the Business, financial position and/or assets of the Group;
6.1.6 the Company and the Subsidiary shall maintain in force policies of insurance with limits of indemnity at least equal to, and otherwise on terms no less favourable than, those policies of insurance currently maintained by the Company and the Subsidiary;
6.1.7 neither the Company nor the Subsidiary shall:-
(a) enter into, modify or agree to terminate any contract, lease or long term commitment (other than in the ordinary course of business or as envisaged by the Company's existing budget) which involves expenditure in money or money's worth in excess of (pound)25,000 on any such individual contract, lease or long-term commitment;
(b) incur any capital expenditure (other than expenditure envisaged by the Company's existing budget) in excess of (pound)25,000 on any individual item;
(c) appoint or employ any new employees at an annual salary or rate of remuneration in excess of (pound)50,000 or appoint any new consultants whatsoever or revise any existing arrangements with consultants already appointed by the Company;
(d) alter materially, or agree to alter materially, the terms and conditions of employment (including benefits) of any of its employees, and no Vendor shall induce or endeavour to induce any of such employees to terminate their employment prior to Completion;
(e) dispose of any material assets used or required for the operation of the Business (otherwise than in the ordinary course of business) or enter into any other transaction otherwise than in the ordinary course of business;
(f) create any Encumbrance over its assets or undertaking nor, otherwise than in the ordinary course of the Business, give any guarantees or indemnities in respect of any third party;
(g) institute, settle or agre...
CONDUCT OF BUSINESS PENDING COMPLETION. 6.01 The Vendor will procure that the Company shall not (save with the consent of the Purchaser), prior to Completion (or the termination of this Supplemental Agreement (whichever is earlier)):
(a) do anything outside its ordinary course of business;
(b) do anything which is not in accordance with its past practices; or
(c) without prejudice of generality of Clauses 6.01(a) and 6.01(b), undertake any of the activities listed in Schedule 4.
CONDUCT OF BUSINESS PENDING COMPLETION. Each of the Vendors hereby undertakes to the Purchaser to procure, to the extent that they are able, that the Company is run as set out in SCHEDULE 4 in respect of the period prior to Completion.
CONDUCT OF BUSINESS PENDING COMPLETION. 10.1 The Vendor hereby undertakes with the Purchaser to procure that, except as required by this Agreement, no resolution of the directors or shareholders of any member of the Group shall be passed prior to Completion without the prior written consent of the Purchaser.
10.2 The Vendor hereby undertakes with the Purchaser that until Completion the Group shall carry on its business in a manner consistent with past practice and shall:
(1) procure that the Group shall not without first obtaining the prior written consent of the Purchaser enter into any contract or commitment of an unusual or onerous nature or other than in the normal and ordinary course of business; and
(2) keep the Purchaser informed of all matters relating to the Group and its business, assets and prospects.
10.3 Without prejudice and notwithstanding Clause 10.2, the Vendor undertakes that it shall pending Completion take all steps necessary to ensure that the Group shall not carry out any of the following actions and no resolution of the board of directors of any member of the Group or of its general meeting shall be passed to carry out the same unless the written consent of the Purchaser is obtained:
(1) the creation or issue of any shares in any member of the Group or the grant of any options over any shares or the uncalled capital of any member of the Group or the issue of any warrant, debentures, securities or other obligations convertible into shares in any member of the Group or enter into any agreement to do any of the same;
(2) the capitalisation, repayment or other form of distribution of any amount standing to the credit of any reserve of any member of the Group on the redemption or purchase of any shares in any member of the Group or any other reorganisation of share capital;
(3) the winding-up or liquidation of any member of the Group;
(4) the alteration of the rights attaching to any of the Sale Shares or the shares or registered capital in any member of the Group;
(5) the alteration of the memorandum and articles of association of any member of the Group and the passing of any resolutions inconsistent with the provision of this Agreement;
(6) the acquisition or disposal of any lease or any other interests in real property owned or occupied by each member of the Group or the creation of any Encumbrance over such property;
(7) the acquisition of disposal of any property or other asset by each member of the Group if the aggregate sum involved exceeds (or, in the case of a disposa...
CONDUCT OF BUSINESS PENDING COMPLETION. VI.1. Conduct of Business by the Company Pending the completion. Prior to the Effective Time, unless Parent or Acquisition Subsidiary shall otherwise agree in writing or as otherwise contemplated by this Agreement or the Additional Agreements:
(a) The Business of the Company shall be conducted only in the ordinary course;
(b) The Company shall not (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any of its Shares; (ii) amend its Operating Agreement except to effectuate the transactions contemplated in this Agreement or (iii) split, combine or reclassify the outstanding Shares or declare, set aside or pay any dividend payable in cash, equity or property or make any distribution with respect to any such Shares;
(c) Aside from the current Warrant holders of Token Communities, the Company shall not (i) issue or agree to issue any additional Shares, or options, warrants or rights of any kind to acquire any Shares; (ii) acquire or dispose of any fixed assets or acquire or dispose of any other substantial assets other than in the ordinary course of business; (iii) incur additional Indebtedness or any other liabilities or enter into any other transaction other than in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing or (v) except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination;
(d) The Company shall use its commercially reasonable efforts to preserve intact the business organization of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it;
(e) The Company will not, nor will it authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by it to make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below for purposes of this paragraph). The Company will promptly advise Parent orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof. As used in this paragraph, “Acquisition Proposal” shall mean any proposal for a merger or other business combination involving the Company o...
CONDUCT OF BUSINESS PENDING COMPLETION. The Sellers undertake to the Purchaser that in the period between the date of this Agreement and the date of Completion (both dates inclusive):
CONDUCT OF BUSINESS PENDING COMPLETION. Pending Completion, unless otherwise agreed with the Buyer, the ellexx xxx JK and SL shall:
7.1 procure that the Business is carried on in the same manner as prior to today's date;
7.2 use their best endeavours to procure that the employees and customers of the Company continue to be employed by and have dealings with the Company; and
7.3 procure that the Company and Loryt do not:
7.3.1 create or issue share or loan capital or grants an option in respect of their share or loan capital;
7.3.2 create, extend, grant or issue any mortgage, charge, debenture or other security;
7.3.3 declare, make or pay a dividend or other distribution;
7.3.4 enter into a long-term (being longer than 12 months) or abnormal contract, other than leases for properties to be let or licensed in the ordinary course of business;
7.3.5 enter into a contract involving capital expenditure or a capital commitment in excess of (pound)1,000 in any one case or (pound)5,000 in aggregate (Company only);
7.3.6 enter into any contract (Loryt only);
7.3.7 depart from the usual course of its business or make a material change in the nature of, or cease carrying on, its business;
7.3.8 pass a resolution of their members in general meeting or make an alteration to their memorandum or articles of association;
7.3.9 pay any of their directors, officers or employees increased remuneration or other or additional emoluments or benefits;
7.3.10 acquire assets on hire purchase or deferred sale terms, otherwise than in the ordinary course of business;
7.3.11 dispose of fixed assets;
7.3.12 permit liens to arise on any of their assets, otherwise than in the ordinary course of business;
7.3.13 write off or release any debts;
7.3.14 knowingly permit any of their normal insurances to lapse or do anything to make a policy of insurance void or voidable;
7.3.15 do, procure or allow anything which may cause or constitute a breach of the Warranties; or
7.3.16 agree to do any of the above.
CONDUCT OF BUSINESS PENDING COMPLETION. From the Effective Date until the Completion Date, unless the Purchaser otherwise agrees in writing:
(a) the Vendor must use reasonable endeavours to preserve the value of the prospects, condition, operations, business and assets of the Company and must ensure that the Company carries on the Business in the ordinary and usual course consistent with past practice and so as to comply in all material respects with all applicable laws of which it is aware (having made proper enquiry); and
(b) the Vendor must ensure that the Company does not:
(i) increase, reduce or otherwise alter its share capital from that shown in the Company Accounts unless set out in clause 5.2 or grant any options or other rights for the issue of shares or other securities or issue any securities convertible into share capital;
(ii) increase, reduce or otherwise alter its loan facilities from those shown in the Company Accounts unless set out in clause 5.2;
(iii) alter the provisions of the Constitution;
(iv) declare or pay a dividend, make any other distribution of its profits or repay any shareholder's loan or advance unless set out in clause 5.2;
(v) make a distribution or revaluation of assets unless set out in clause 5.2;
(vi) buy back any of its shares;
(vii) enter into any abnormal or unusual transaction which relates to or adversely affects the Business unless set out in clause 5.2;
(viii) enter into any contract that involves an expenditure by, or imposes obligations on the Company in excess of, $10,000.00 or extends beyond a period of six months;
(ix) make any capital commitment, or sell or purchase any asset, for more than $10,000.00 or assets that in the aggregate cost more than $50,000.00;
(x) create any Encumbrance over or declare itself trustee of any asset;
(xi) make any material Tax election or accounting method changes, settle any Tax claim or extend any Tax limitation period; or
(xii) make any material amendment to the terms and conditions of employment (including, without limitation, remuneration, superannuation entitlements and other benefits) of any Employee except as required by law or, with prior written notice to the Purchaser any applicable industrial award, instrument or agreement or hire any additional employee.
CONDUCT OF BUSINESS PENDING COMPLETION. 5.1. Ordinary and usual course The Warrantors undertake to the Purchaser that during the period from the date of execution of this Agreement until Completion the business of the Company shall be carried on in the ordinary and normal course and with a view to long term profit and so as to maintain the same as a going concern.
CONDUCT OF BUSINESS PENDING COMPLETION. 9.1 From the date of this Agreement until Completion, the Seller undertakes with the Buyer that it shall take all steps necessary to ensure that the Specified Business is carried on in the ordinary and usual course and the following requirements are complied with:
9.1.1 The Seller shall not effect any change in any of the Assets and shall act in good faith to use and maintain the Assets; and
9.1.2 The Seller shall carry on its Specified Business as a going concern, consistent with past practice prior to the date of this Agreement, including to:
(a) continue to preserve the present operations and goodwill of the Specified Business;
(b) pay its suppliers and agents, collect any receivables from customers of the Specified Business in a way consistent with its prior practice; and
(c) preserve the goodwill of suppliers, employees, customers and others having business relationships with the Seller in respect of the Specified Business.
9.1.3 The Seller shall:
(a) give to the Transferring Employees notice of termination as referred to in Clause 4.1.2, and
(b) subject to Clause 7.2.3, make payments for all compensation and other entitlements accrued in respect of the Prior Service to the Transferring Employees.
