Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller will comply with each of the following: (1) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will be conducted only in the ordinary and usual course, the Seller shall keep intact the business organization and goodwill of the Acquired Business, keep available the services of the employees of the Seller and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired Business, and the Seller shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assets; (2) The Seller shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice; (3) The Seller shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee; (4) The Seller shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreement; (5) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business; (6) The Seller shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1) through (5) above; (7) The Seller will continue properly and promptly to file when due all federal, state, local, foreign and other tax returns, reports and declarations required to be filed by it relating to the Acquired Assets or the Acquired Business, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business; (8) The Seller will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; and (9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect).
Appears in 4 contracts
Samples: Asset Purchase Agreement (Asdar Inc), Asset Purchase Agreement (Asdar Group Inc), Assignment of Working Interest (2u Online Com Inc)
Conduct of Business Pending the Transaction. The Seller (a) Xxxxxxx Xxxxx covenants and agrees with the Purchaser that, prior between the date hereof and the earlier to the consummation occur of the Transaction Closing or the termination of such earlier time as this Agreement pursuant is terminated in accordance with ARTICLE VIII (such period being hereinafter referred to its termsas the “Interim Period”), except as expressly required by this Agreement, or as required by applicable or unless the Purchaser Issuer shall otherwise consent in writing, which consent shall not be unreasonably withheld withheld, conditioned or delayed, shall cause Scient’x and except as otherwise contemplated by this Agreement, the Seller will comply with each of the following:
its Subsidiaries: (1i) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will be conducted to conduct its business only in the ordinary course of business, consistent with past practice and usual course, according to the Seller shall keep intact the business organization and goodwill of the Acquired Business, keep available the services of the employees of the Seller and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired Business, and the Seller shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not revised budget set forth in the ordinary and usual course of business ofCompany Disclosure Schedule, the Acquired Business provided however appropriate financing is authorized by Luxco; (ii) not to take any action, or affecting fail to take any material part of the Acquired Assets;
(2) The Seller shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assetsaction, except in the ordinary course of business and business, consistent with past practice; and (iii) to use its commercially reasonable efforts to preserve intact its business organization and preserve the relationship with customers, licensees, suppliers and other Persons with which it has business or employment relations. By way of amplification and not limitation, except as expressly permitted by this Agreement, Xxxxxxx Xxxxx shall cause the Company, Scient’x and the Subsidiaries of Scient’x, during the Interim Period, not to directly or indirectly, do any of the following without the prior written consent of Issuer, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) amend its Certificate of Incorporation, Bylaws or other equivalent organizational documents, or otherwise alter their corporate structure through merger, liquidation, reorganization, restructuring or otherwise;
(3ii) The Seller shall not issue, sell, transfer, pledge, dispose of or encumber any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest of the Company, Scient’x or any of the Subsidiaries of Scient’x;
(aiii) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of capital stock of the Company or interest in or securities of any of Scient’x and its Subsidiaries;
(iv) sell, transfer, pledge, dispose of or encumber any properties, facilities, equipment or other assets of Scient’x and its Subsidiaries, except for sales of inventory and equipment in the ordinary course of business;
(v) declare, set aside or pay any dividend or other distribution (whether in cash, stock or other securities or property, or any combination thereof) in respect of any of its capital stock or other equity interests of Scient’x and the Company;
(vi) split, combine or reclassify any shares of Scient’x and the Company’s capital stock or other securities or equity interests, or issue any other securities in respect of, in lieu of or in substitution for shares of its capital stock or equity interests;
(vii) sell, transfer, lease, license, sublicense, mortgage, pledge, dispose of, encumber, grant or otherwise dispose of any Intellectual Property, or amend or modify any existing agreements with respect to any Intellectual Property of Scient’x and its Subsidiaries;
(viii) acquire (by merger, consolidation, acquisition of stock or assets or otherwise) any corporation, limited liability company, partnership, joint venture or other business organization or division thereof;
(ix) incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse or otherwise as an accommodation become responsible for the obligations of any Person, or make any loans, advances or enter into any financial commitments, except (i) in the ordinary course of business and (ii) as otherwise permitted under any loan or credit agreement to which the Company or any of its Subsidiaries is a party as of the date of this Agreement, or as provided in the revised budget set forth in the Company Disclosure Schedule;
(x) authorize any capital expenditures of Scient’x or any of its Subsidiaries in excess of €50,000 in the aggregate;
(xi) take or permit to be taken any action by Scient’x or any of its Subsidiaries to: (A) increase the compensation payable to its officers or employees, except for increases in salary or wages in accordance with agreements entered into prior to the date of this Agreement or otherwise in the ordinary course of business consistent with past practice; (B) grant any additional severance or termination pay to, or enter into any employment or severance agreements with, its officers; (C) grant any severance or termination pay to, or enter into any employment or severance agreement with, any employee except in accordance with agreements entered into before the date of this Agreement or otherwise in the ordinary course of business consistent with past practice; (D) enter into any collective bargaining agreement; or (E) establish, adopt, enter into, into or amend any bonus, profit sharing, thrift, compensation, stock option, warrantrestricted stock, pension, retirement, deferred compensation, employment, severance, termination, severance or other employee benefit plan, agreementtrust, trust fund, policy or arrangement for the benefit or welfare of any employees of the Sellerits directors, officers or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employeeemployees;
(4xii) The Seller shall not sellchange any accounting policies or procedures (including, leasewithout limitation, mortgageprocedures with respect to reserves, encumberrevenue recognition, payments of accounts payable and collection of accounts receivable), unless required by statutory accounting principles or otherwise dispose of applicable GAAP;
(xiii) create, incur, suffer to exist or grant assume any interest in Lien on any of the Acquired Assets properties, facilities or other assets , except for salesassets that will be transferred pursuant to the Asset Transfer;
(xiv) other than in the ordinary course of business: (A) enter into any Scient’x Material Contract; (B) modify, encumbrances and amend, transfer or terminate any Scient’x Material Contract or waive, release or assign any rights or claims thereto or thereunder; or (C) enter into or extend any lease with respect to real property of Scient’x or any of its Subsidiaries;
(xv) enter into any material agreement, or amend the terms of any existing material agreement of Scient’x or any of its Subsidiaries, which grants to any Person exclusive supply, manufacturing, production, marketing or distribution rights with respect to any of its products or technologies;
(xvi) make any Tax election or settle or compromise any federal, state, local or foreign Tax liability, or agree to an extension of a statute of limitations with respect thereto;
(xvii) pay, discharge, satisfy or settle any litigation or waive, assign or release any rights or claims with respect thereto, other dispositions or grants than settlements in the ordinary course of business that (1) involve only the payment of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not non-material in amount or effect amounts of cash and do not impair involve any admission with respect to (A) any criminal wrongdoing or (B) the use of the propertyinvalidity or unenforceability of, or any infringement with respect to, any Intellectual Property or (2) involve assets to be transferred within the Asset Transfer;
(xviii) amend the terms of any outstanding options under the Scient’x Option Plan, except as specifically provided for or permitted in may be necessary to conform to the terms of this Agreement;
(5xix) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any except for insurance coverage that will terminate as a result of the matters referred transactions contemplated hereby, fail to in subparagraphs (1) through (5) above;
(7) The Seller will continue properly and promptly to file when due all federal, state, local, foreign and other tax returns, reports and declarations required to be filed by it relating to the Acquired Assets or the Acquired Business, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;
(8) The Seller will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; and
(9) The Seller will maintain in full force and effect all insurance policies currently in effect, or permit any of the coverage relating thereunder to lapse, in each case without simultaneously securing replacement insurance policies which will be in full force and effect and provide coverage substantially similar to or greater than under the prior insurance policies;
(xx) take any action or fail to take any reasonable action permitted by this Agreement if such action or failure to take action could reasonably be expected to result in any of the representations and warranties of the Company set forth in ARTICLE II of this Agreement becoming untrue;
(xxi) (A) accelerate or delay the collection of receivables, grant volume rebates or discounts to customers or factor receivables, in each case outside the ordinary course of business or inconsistent with past practice or (B) make any payments other than in a manner consistent with previous dealings with the recipients of such payments;
(xxii) except for costs incurred by Scient’x in relation to the Acquired Assets initial public offering (IPO) procedure which took place during the first semester of 2006 (which payment has been postponed), fail to settle in accordance with the payment procedures and the Acquired Business of a type and amount customary payment periods normally observed any debts or liabilities (including trade payables) incurred by it in the business normal course of trading;
(xxiii) authorize, recommend, propose, announce or enter into any agreement, contract, commitment or arrangement to do any of the Acquired Business foregoing.
(but not less b) During the Interim Period, Xxxxxxx Xxxxx shall make his commercially reasonable efforts to cause Scient’x to, and shall cause each of its Subsidiaries to: (i) solicit and accept customer orders in the ordinary course of business; (ii) cooperate with Issuer in communicating with suppliers and customers to accomplish the orderly change of control of the Company and its Subsidiaries to the control of Issuer on the Closing Date. Xxxxxxx Xxxxx shall (i) resign, effective as the Closing; (iii) cause the other members of the Board to resign, as of the Closing, and (iv) take, or cause to be taken, all action reasonably requested by Issuer to cause, subject to and effective immediately after the Closing, the Board to be composed of those directors as the Issuer shall hereafter designate. Xxxxxxx Xxxxx shall also cause the members of the board of directors of Scient’x other than that presently in effect)the Company, Xxxxxxxx Xxxxxxxxx and Xxxx Xxxxxx, to resign, as of Closing and take, or cause to be taken, all action reasonably requested by Issuer to cause, subject to and effective immediately after the Closing, the board of directors of Scient’x to be composed of those directors as the Issuer shall hereafter designate.
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants LM and agrees the LM Shareholders listed on EXHIBIT A, to the extent within each Shareholder's control, covenant and agree with the Purchaser MRM that, prior to the consummation of the Transaction transaction called for by this Ag reement, and the Closing, or the termination of this Agreement pursuant to its terms, unless the Purchaser MRM shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller they will each comply with each all of the following:
(1a) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will LM's business shall be conducted only in the ordinary and usual course, the Seller . LM shall use reasonable efforts to keep intact the its business organization and goodwill of the Acquired Businessgood will, keep available the services of the employees of the Seller its respective officers and employees, and maintain good relationships relations with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired BusinessLM, and the Seller LM shall immediately notify the Purchaser MRM of any event or occurrence or emergency which is material to, and not in the ordinary and usual course of business of, the Acquired Business business of LM.
(b) LM shall not (i) amend its Articles of Incorporation or affecting Bylaws, or (ii) split, combine, or reclassify any material part of its outstanding securities, or (iii) declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(c) LM shall not (i) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the Acquired Assets;foregoing, except as set forth in this Agreement.
(2d) The Seller LM shall not create, incur incur, or assume any long-term or short-term indebtedness for money borrowed borrowed, or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(3e) The Seller LM shall not (ai) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;or
(4f) The Seller LM shall not sell, lease, mortgage, encumber, encumber or otherwise dispose of of, or grant any an interest in in, any of the Acquired Assets its assets or properties, except for for: (i) sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for practice; (ii) liens for taxes not yet due or due; (iii) liens or encumbrances that are not material in amount or effect and that do not impair the use of the property, ; or (iv) as specifically provided for or permitted in this Agreement;.
(5g) The Seller Neither LM nor any of its subsidiaries shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1a) through (5f) above;.
(7h) The Seller LM will continue to properly and promptly to file when due all federal, state, local, foreign and other tax returns, reports and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;LM.
(8) The Seller i) LM will comply with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; andto its operations.
(9j) The Seller LM will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount in such amounts as are customary in the business of the Acquired Business (its business, but not less than that presently set forth in effectSCHEDULE 4.1(m).. SECTION 8 COVENANTS OF MRM 8.1
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Medical Resources Management Inc)
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior Prior to the ------------------------------------------- consummation of the Transaction transaction or the termination of this Agreement pursuant to its terms, the Target shall, and each of the officers and directors of the Target shall cause the Target to, carry on its business only in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Date, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise provided in or contemplated by this Agreement, the Seller will comply with each of the following:
(1a) The Acquired Business, Target shall use all reasonable efforts to preserve intact its current business organizations and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will be conducted only in the ordinary and usual course, the Seller shall keep intact the business organization and goodwill of the Acquired Businessgoodwill, keep available the services of the employees of the Seller its current officers and employees, maintain good relationships with customers, suppliers, distributors, employees, lenders, creditors, distributorslicensors, employees, customers licensees and others having business dealings or financial relationships with it, to the Acquired Businessend that its goodwill and ongoing businesses shall be unimpaired at the Effective Date, and the Seller it shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assetsits business;
(2b) The Seller Target shall continue properly and promptly to file when due all federal, state, local, foreign, and other tax returns, reports, and declarations required to be filed by it, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by it;
(c) The Target shall maintain in full force and effect insurance coverage of a type and amount customary in its business, but not less than that presently in effect;
(d) The Target shall not createamend its Articles of Incorporation or Bylaws;
(e) The Target shall not (i) declare, incur set aside, or assume pay any long-term dividend or short-term indebtedness other distribution on any of its capital stock, (ii) split, combine, or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for money borrowed shares of its capital stock, or (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities;
(f) The Target shall not issue, deliver, sell, pledge or otherwise encumber any (i) shares of capital stock of the Target, (ii) other voting securities of the Target, (iii) any other securities convertible into such shares or voting securities, or (iv) any rights, warrants or options to acquire any such shares, voting securities or convertible securities;
(g) The Target shall not acquire (i) by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof or (ii) any assets that individually or in the aggregate are material to the Target, except purchases of inventory in the ordinary course of business consistent with past practice;
(h) The Target shall not make or agree to make any equipment leases or any new capital expenditure or capital expenditures which individually is in excess of $2,500 or commitment for capital expendituresin the aggregate are in excess of $10,000;
(i) The Target shall not sell, affecting the Acquired Business lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assetsits assets or properties except sales, except encumbrances, and other dispositions or grants in the ordinary course of business and consistent with past practice, or liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property;
(3j) The Seller Target shall not incur any indebtedness, except for short term borrowings incurred in the ordinary course of business consistent with past practice;
(ak) The Target shall not make any loans, advances or capital contributions to, or investments in, any other person or entity;
(l) The Target shall not make any tax election that could reasonably be expected to be binding on the Purchaser in the event the transactions contemplated by this Agreement are consummated, or settle or compromise any tax liability;
(m) The Target shall not pay, discharge, settle or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of (i) liabilities reflected or reserved against in, or contemplated by, the most recent financial statements (or the notes thereto) of the Target, or (ii) liabilities incurred in the ordinary course of business consistent with past practice since the date of such financial statements;
(n) The Target shall not modify, amend or terminate any material contract or agreement to which it is a party, or waive, release or assign any material rights or claims thereunder, except in the ordinary course of business;
(o) The Target shall not adopt, enter into, or amend any bonus, profit profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director or (b) employee; or agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;
(4) The Seller shall not sellofficer, lease, mortgage, encumberdirector, or otherwise dispose of employee except, with respect to employees who are not officers or grant any interest in any of the Acquired Assets except for salesdirectors, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent in accordance with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreementpractice;
(5p) The Seller Target shall not enter into, take any action that (without giving effect to any action taken or terminate, any material contract, agreement, commitment, agreed to be taken by the Purchaser under this Agreement) would prevent the Purchaser from accounting for the business combination to be effected by the Merger as a pooling of interests or understanding relating to or affecting from treating the Acquired Assets or Merger as a "reorganization" under Section 368(a) of the Acquired BusinessCode;
(6q) The Seller Target shall not knowingly violate any laws or regulations applicable to it and its operations; and
(r) The Target shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1d) through (5q) above;
(7) The Seller will continue properly and promptly to file when due all federal, state, local, foreign and other tax returns, reports and declarations required to be filed by it relating to the Acquired Assets or the Acquired Business, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;
(8) The Seller will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; and
(9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect).
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants Selling Parties covenant and agrees agree with the Purchaser that, prior to from the date of this Agreement until the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this AgreementAgreement or disclosed in the Company Disclosure Document, the Seller Company will comply with each of the following:
(1a) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will Its business shall be conducted only in the ordinary and usual course, the Seller it shall use reasonable efforts to keep intact the its business organization and goodwill of the Acquired Businessgoodwill, keep available the services of the its officers and employees of the Seller and maintain good current relationships with suppliers, lenders, creditors, distributors, employees, customers customers, and others having business or financial relationships with the Acquired Businessit, and the Seller it shall immediately promptly notify the Purchaser of any event or occurrence or emergency which is reasonably likely to be material to, and not in the ordinary and usual course of business of, the Acquired Business its business.
(b) It shall not (i) amend its articles of incorporation, bylaws, certificate of formation, operating agreement or affecting other charter document, as applicable, or (ii) split, combine, or reclassify any material part of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of, any such securities payable in cash, stock, or property.
(c) It shall not (i) issue or agree to issue any additional shares or membership interests of, or rights of any kind to acquire any shares of its capital stock of any class or membership interests, as applicable, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the Acquired Assets;foregoing.
(2d) The Seller It shall not create, incur incur, or assume any long-term or short-term indebtedness for money borrowed borrowed, guarantee the payment of any such indebtedness, or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(3e) The Seller It shall not (ai) adopt, enter into, or amend any bonus, profit profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director or employee, or (bii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;officer, director, or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice.
(4f) The Seller It shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets its assets or properties except for sales, encumbrances encumbrances, and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes Taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the propertyProperty, or as specifically provided for or permitted in this Agreement;.
(5g) The Seller It shall not enter intoamend or terminate any Material Contract, except for amendments or terminate, any material contract, agreement, commitment, or understanding relating terminations agreed to or affecting by the Acquired Assets or the Acquired Business;Parties.
(6h) The Seller It shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to foregoing actions described in subparagraphs subsections (1a) through (5g) above;.
(7i) The Seller will It shall continue to properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returnsTax Returns, reports reports, and declarations required to be filed by it relating (except for Tax Returns subject to the Acquired Assets or the Acquired Businessvalid extensions), and will pay, or make full and adequate provision for the payment of, all taxes Taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller will j) It shall comply in all material respects with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; andits operations.
(9k) The Seller will It shall maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect).
(l) It shall maintain its assets and properties in good repair and in the same condition, reasonable wear and tear excepted, as they were on the date of this Agreement. Without in any way limiting any party’s rights or obligations under this Agreement, the parties understand and agree that prior to the Closing Date (A) nothing contained in this Agreement shall give Purchaser, directly or indirectly, the right to control or direct the operation of the Company or the Special Logistics Business and (B) the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over their respective businesses and operations.
Appears in 1 contract
Samples: Equity Interests Purchase Agreement (Hunt J B Transport Services Inc)
Conduct of Business Pending the Transaction. The Seller covenants KAZAKH METALS and agrees those Shareholders listed on Exhibit A, to the extent within each Shareholder's control, covenant and agree with the Purchaser BEKEM METALS that, prior to the consummation of the Transaction transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless the Purchaser BEKEM METALS shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, KAZAKH METALS and those Shareholders listed on Exhibit A, to the Seller extent within each Shareholder's control, will comply with each of the following:
(1a) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will Its business shall be conducted only in the ordinary and usual course, the Seller . KAZAKH METALS shall use reasonable efforts to keep intact the its business organization and goodwill of the Acquired Businessgood will, keep available the services of the employees of the Seller its respective officers and employees, and maintain good relationships relations with suppliers, lenders, creditors, distributors, employees, customers customers, and others having business or financial relationships with the Acquired Businessit, and the Seller it shall immediately notify the Purchaser BEKEM METALS of any event or occurrence or emergency which is material to, and not in the ordinary and usual course of business of KAZAKH METALS.
(b) It shall not (i) amend its Articles of Incorporation or Bylaws or (ii) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(c) It shall not (i) issue or agree to issue any additional shares of, the Acquired Business or affecting rights of any material part kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the Acquired Assets;foregoing, except as set forth in this Agreement.
(2d) The Seller It shall not create, incur incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(3e) The Seller It shall not (ai) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director, or employee, or (bii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;officer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of BEKEM METALS.
(4f) The Seller It shall not sell, sell lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets its assets or properties except for for: (i) sales, encumbrances encumbrances, and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for practice; (ii) liens for taxes not yet due or due; (iii) liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or (iv) as specifically provided for or permitted in this Agreement;.
(5g) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller It shall not enter into any material agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1a) through (5f) above;.
(7h) The Seller It will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller i) It will comply with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; and
(9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect)its operations.
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser Seller shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller Purchaser will comply with each of the following:
(1) The Acquired Business, and the other businesses business of the Seller that relate to, use or affect the Acquired Assets, if any, Purchaser will be conducted only in the ordinary and usual course, the Seller Purchaser shall keep intact the business organization and goodwill of the Acquired BusinessPurchaser's business, keep available the services of the employees of the Seller Purchaser and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired BusinessPurchaser, and the Seller Purchaser shall immediately notify the Purchaser Seller of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired AssetsPurchaser;
(2) The Seller Purchaser shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any business of the Acquired Assets, except in the ordinary course of business and consistent with past practicePurchaser;
(3) The Seller Purchaser shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, Purchaser or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;
(4) The Seller Purchaser shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreementits assets;
(5) The Seller Purchaser shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or business of the Acquired BusinessPurchaser;
(6) The Seller Purchaser shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1) through (5) above;
(7) The Seller Purchaser will continue properly and promptly to file when due all federal, state, local, foreign and other tax returns, reports and declarations required to be filed by it relating to the Acquired Assets or the Acquired BusinessPurchaser, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired BusinessPurchaser;
(8) The Seller Purchaser will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; andPurchaser;
(9) The Seller Purchaser shall not issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, the Purchaser's capital stock of any class, or enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as provided in Exhibit "B"; and
(10) The Purchaser will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business Purchaser's business of a type and amount customary in the business of the Acquired Business Purchaser (but not less than that presently in effect).
Appears in 1 contract
Samples: Asset Purchase Agreement (Asdar Inc)
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller will comply with each of the following:
(1) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will be conducted only in the ordinary and usual course, the Seller shall keep intact the business organization and goodwill of the Acquired Business, keep available the services of the employees of the Seller and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired Business, and the Seller shall immediately notify the Purchaser of any event or occurrence or emergency material to, and sand not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assets;
(2) The Seller shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;
(3) The Seller shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;
(4) The Seller shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreement;
(5) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating relating' to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with wit respect to any of the matters referred to in subparagraphs (1) through (5) above;
(7) The Seller will continue properly and promptly to file when due all federal, state, local, foreign and other tax returns, reports and declarations required to be filed by it relating to the Acquired Assets or the Acquired Business, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;
(8) The Seller will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; and
(9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect).
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants CERES and agrees those Shareholders listed on Exhibit A, to the extent within each Shareholder’s control, covenant and agree with the Purchaser MACH ONE that, prior to the consummation of the Transaction transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless the Purchaser MACH ONE shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, CERES and those Shareholders listed on Exhibit A, to the Seller extent within each Shareholder’s control, will comply with each of the following:
(1a) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will Its business shall be conducted only in the ordinary and usual course, the Seller . CERES shall use reasonable efforts to keep intact the its business organization and goodwill of the Acquired Businessgood will, keep available the services of the employees of the Seller its respective officers and employees, and maintain good relationships relations with suppliers, lenders, creditors, distributors, employees, customers customers, and others having business or financial relationships with the Acquired Businessit, and the Seller it shall immediately notify the Purchaser MACH ONE of any event or occurrence or emergency which is material to, and not in the ordinary and usual course of business of CERES.
(b) It shall not (i) amend its Articles of Incorporation or Bylaws or (ii) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(c) It shall not (i) issue or agree to issue any additional shares of, the Acquired Business or affecting rights of any material part kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the Acquired Assets;foregoing, except as set forth in this Agreement.
(2d) The Seller It shall not create, incur incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(3e) The Seller It shall not (ai) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director, or employee, or (bii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;officer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of MACH ONE.
(4f) The Seller It shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets its assets or properties except for for: (i) sales, encumbrances encumbrances, and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for practice; (ii) liens for taxes not yet due or due; (iii) liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or (iv) as specifically provided for or permitted in this Agreement;.
(5g) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller It shall not enter into any material agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1a) through (5f) above;.
(7h) The Seller It will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller i) It will comply with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; and
(9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect)its operations.
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Mach One Corp)
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller Seller's will comply with each of the following:
(1) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will be conducted only in the ordinary and usual course, the Seller shall keep intact the business organization and goodwill of the Acquired Business, keep available the services of the employees of the Seller and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired Business, and the Seller it shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assets;.
(2) The Seller shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(3) The Seller shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;.
(4) The Seller shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreement;.
(5) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;.
(6) The Seller shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1) through (5) above;.
(7) The Seller will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Business, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller it relating to the Acquired Assets or the Acquired Business;.
(8) The Seller will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; and.
(9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and or the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect).
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser Capsalus that, prior to the consummation of the Transaction transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless the Purchaser Capsalus shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller Seller, will have the Company comply with each of the following:
(1a) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will Its business shall be conducted only in the ordinary and usual course, the Seller . The Company shall use reasonable efforts to keep intact the its business organization and goodwill of the Acquired Businessgood will, keep available the services of the employees of the Seller its respective officers and employees, and maintain good relationships relations with suppliers, lenders, creditors, distributors, employees, customers customers, and others having business or financial relationships with the Acquired Businessit, and the Seller it shall immediately notify the Purchaser Capsalus of any event or occurrence or emergency which is material to, and not in the ordinary and usual course of business of the Company.
(b) It shall not (i) amend its Certificates of Incorporation or Bylaws or (ii) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(c) It shall not (i) issue or agree to issue any additional shares of, the Acquired Business or affecting rights of any material part kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the Acquired Assets;foregoing, except as set forth in this Agreement.
(2d) The Seller It shall not create, incur incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(3e) The Seller It shall not (ai) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director, or employee, or (bii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;officer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of Capsalus.
(4f) The Seller It shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets its assets or properties except for for: (i) sales, encumbrances encumbrances, and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for practice; (ii) liens for taxes not yet due or due; (iii) liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or (iv) as specifically provided for or permitted in this Agreement;.
(5g) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller It shall not enter into any material agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1a) through (5f) above;.
(7h) The Seller It will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller i) It will comply with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; and
(9) The Seller will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (but not less than that presently in effect)its operations.
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants NOMATTERWARE and agrees those Shareholders listed on Exhibit A, to the extent within each Shareholder's control, covenant and agree with the Purchaser CACTUS that, prior to the consummation of the Transaction transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless the Purchaser CACTUS shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, NOMATTERWARE and those Shareholders listed on Exhibit A, to the Seller extent within each Shareholder's control, will comply with each of the following:
(1a) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will Its business shall be conducted only in the ordinary and usual course, the Seller . NOMATTERWARE shall use reasonable efforts to keep intact the its business organization and goodwill of the Acquired Businessgood will, keep available the services of the employees of the Seller its respective officers and employees, and maintain good relationships relations with suppliers, lenders, creditors, distributors, employees, customers customers, and others having business or financial relationships with the Acquired Businessit, and the Seller it shall immediately notify the Purchaser CACTUS of any event or occurrence or emergency which is material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired AssetsNOMATTERWARE;
(2b) The Seller It shall not declare, set aside, or pay any dividend or other distribution on any of its outstanding securities;
(c) It shall not (i) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as set forth in this Agreement;
(d) It shall not create, incur incur, or assume any long---term or short---term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;
(3e) The Seller It shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director, or employee, or (bii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employeeofficer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of CACTUS ;
(4f) The Seller It shall not sell, sell lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets its assets or properties except for for: (i) sales, encumbrances encumbrances, and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for practice; (ii) liens for taxes not yet due or due; (iii) liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or (iv) as specifically provided for or permitted in this Agreement;
(5g) The Seller shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;
(6) The Seller It shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1a) through (5f) above;
(7h) The Seller It will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay,, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Businessit;
(8) The Seller i) It will comply with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; andits operations;
(9j) The Seller It will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (its business, but not less than that presently set forth in effectSchedule 4.1(m).
Appears in 1 contract
Samples: Plan and Agreement of Reorganization (Cactus Spina Inc)
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller Purchaser will comply with each of the following:
(1) The Acquired Business, and the other businesses business of the Seller that relate to, use or affect the Acquired Assets, if any, Purchaser will be conducted only in the ordinary and usual course, the Seller Purchaser shall keep intact the business organization and goodwill of the Acquired Businessits business, keep available the services of the employees of the Seller Purchaser and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired BusinessPurchaser, and the Seller Purchaser shall immediately notify the Purchaser Company of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assets;Purchaser.
(2) The Seller Purchaser shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any business of the Acquired Assets, except in the ordinary course of business and consistent with past practice;Purchaser.
(3) The Seller Purchaser shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, Purchaser or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;.
(4) The Seller Purchaser shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreement;its assets.
(5) The Seller Purchaser shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or business of the Acquired Business;Purchaser.
(6) The Seller Purchaser shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1) through (5) above;), inclusive, of this section.
(7) The Seller Purchaser will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller Purchaser will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; andPurchaser.
(9) The Seller Purchaser will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business its business of a type and amount customary in the business of the Acquired Business Purchaser (but not less than that presently in effect).
Appears in 1 contract
Samples: Common Stock Exchange and Acquisition Agreement (Centrocom Corp)
Conduct of Business Pending the Transaction. The Seller Company covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its these terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this AgreementAgreement or disclosed in the Company Disclosure Document, the Seller Company will comply with each of the following:
(1) The Acquired Business, Its business and the other businesses business of the Seller that relate to, use or affect the Acquired Assets, if any, will its Subsidiaries shall be conducted only in the ordinary and usual course, the Seller it shall use reasonable efforts and shall cause each of its Subsidiaries to use reasonable efforts to keep intact the its and their business organization organizations and goodwill of the Acquired Businessgood will, keep available the services of the their respective officers and employees of the Seller and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers customers, and others having business or financial relationships with the Acquired Businessthem, and the Seller it shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business it or affecting any material part of the Acquired Assets;its Subsidiaries.
(2) The Seller It shall not (a) amend its Articles of Incorporation or Bylaws, or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property.
(3) Neither it nor any of its Subsidiaries shall (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing.
(4) Neither it nor any of its Subsidiaries shall create, incur incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;.
(35) The Seller Neither it nor any of its Subsidiaries shall not (a) adopt, enter into, or amend any bonus, profit profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Sellerofficer, director or employee, except as provided herein or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such officer, director, or employee;.
(46) The Seller Neither it nor any of its Subsidiaries shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets its assets or properties except for sales, encumbrances encumbrances, and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreement;.
(57) The Seller Neither it nor any of its Subsidiaries shall not enter into, or terminate, any material contract, agreement, commitment, or understanding relating to or affecting the Acquired Assets or the Acquired Business;understanding.
(6) The Seller 8) Neither it nor any of its Subsidiaries shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1) through (57) above;.
(79) The Seller It will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller 10) It will comply with all laws and regulations applicable to the operations of the Acquired Business it and the utilization of the Acquired Assets; andits operations.
(911) The Seller It will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business of a type and amount customary in the business of the Acquired Business (its business, but not less than that presently in effect).
Appears in 1 contract
Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser Seller shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller Purchaser will comply with each of the following:
(1) The Acquired Business, and the other businesses business of the Seller that relate to, use or affect the Acquired Assets, if any, Purchaser will be conducted only in the ordinary and usual course, the Seller Purchaser shall keep intact the business organization and goodwill of the Acquired Businessits business, keep available the services of the employees of the Seller Purchaser and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired BusinessPurchaser, and the Seller Purchaser shall immediately notify the Purchaser Seller of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assets;Purchaser.
(2) The Seller Purchaser shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any business of the Acquired Assets, except in the ordinary course of business and consistent with past practice;Purchaser.
(3) The Seller Purchaser shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, Purchaser or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;.
(4) The Seller Purchaser shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted in this Agreement;its assets.
(5) The Seller Purchaser shall not enter into, or terminate, any material contract, agreement, 18 commitment, or understanding relating to or affecting the Acquired Assets or business of the Acquired Business;Purchaser.
(6) The Seller Purchaser shall not enter into any agreement, commitment, or understanding, whether in writing or otherwise, with respect to any of the matters referred to in subparagraphs (1) through (5) above;.
(7) The Seller Purchaser will continue properly and promptly to file when due all federal, state, local, foreign foreign, and other tax returns, reports reports, and declarations required to be filed by it relating to the Acquired Assets or the Acquired Businessit, and will pay, or make full and adequate provision for the payment of, all taxes and governmental charges due from or payable by the Seller relating to the Acquired Assets or the Acquired Business;it.
(8) The Seller Purchaser will comply with all laws and regulations applicable to the operations of the Acquired Business and the utilization of the Acquired Assets; andPurchaser.
(9) The Seller Purchaser will maintain in full force and effect insurance coverage relating to the Acquired Assets and the Acquired Business its business of a type and amount customary in the business of the Acquired Business Purchaser (but not less than that presently in effect).
Appears in 1 contract
