CONDUCT OF BUSINESSES PENDING THE CLOSING Sample Clauses

CONDUCT OF BUSINESSES PENDING THE CLOSING. Except as indicated in Section 8 of its Disclosure Schedule, from and after the date of this Agreement and until the Closing, except as otherwise specifically agreed by RoweCom and NewsEdge:
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CONDUCT OF BUSINESSES PENDING THE CLOSING. 8.1 Conduct of Business by the Company Pending the Closing. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company agrees (except to the extent that a majority in interest of the Purchasers shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course and in substantially the same manner as previously conducted, to use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired, in any material respect, at the Closing. The Company shall promptly notify Purchasers of any material event or occurrence not in the ordinary course of business of the Company. By way of amplification and not limitation, except as contemplated by this Agreement, the Company shall not, between the date of this Agreement and the Closing, do any of the following without the prior written consent of a majority in interest of the Purchasers:
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CONDUCT OF BUSINESSES PENDING THE CLOSING. 21 Section 6.1 Conduct of Business by the Company Pending the Closing. 21 ARTICLE VII ADDITIONAL AGREEMENTS 22 Section 7.1 Access and Information. 22 Section 7.2 Additional Agreements. . 23 Section 7.3 Publicity 23 Section 7.4 Appointment of Directors and Officers . 23 ARTICLE VIII CONDITIONS OF PARTIES’ OBLIGATIONS 24 Section 8.1 Subscriber Obligations. 24 Section 8.2 Company Obligations. 24 ARTICLE IX INDEMNIFICATION AND RELATED MATTERS 26 Section 9.1 Indemnification by Company. 26 Section 9.2 Survival. 26 Section 9.3 Time Limitations. 26 Section 9.5 Notice of Claims. 27 ARTICLE X TERMINATION PRIOR TO CLOSING 27 Section 10.1 Termination of Agreement. 27 Section 10.2 Termination of Obligations. 28 ARTICLE XI MISCELLANEOUS 28 Section 11.1 Amendments. 28 Section 11.2 Notices. 28 Section 11.3 Entire Agreement. 29 Section 11.4 Expenses. 29 Section 11.5 Severability. 29 Section 11.6 Successors and Assigns; Assignment 29 Section 11.7 No Third Party Beneficiaries. 30 Section 11.8 Counterparts; Delivery by Facsimile. 30 Section 11.9 Waiver. 30 Section 11.10 No Constructive Waivers. 30 Section 11.11 Further Assurances. 30 Section 11.12 Recitals. 30 Section 11.13 Headings. 31 Section 11.14 Governing Law. 31 Section 11.15 Dispute Resolution. 31 Section 11.16 Interpretation. 31 LIST OF SCHEDULES AND EXHIBITS Schedule 1 Issuances of Company Common Stock to be made to the Subscribers at the Effective Time Exhibit A Officers and Directors of the Company Pre-Effective Time and Post-Effective Time Exhibit B Form of Promissory Note to be Delivered If No Closing SUBSCRIPTION AND SECURITIES PURCHASE AGREEMENT THIS SUBSCRIPTION AND SECURITIES PURCHASE AGREEMENT is entered into as of June 20, 2018 by and among The Radiant Creations Group, Inc., a Nevada corporation (the “Company”), and Rxx Xxxxx, Nxxx Xxxxx, and Carlsbad Naturals, LLC, (each a “Subscriber” and, collectively, the “Subscribers”).
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CONDUCT OF BUSINESSES PENDING THE CLOSING. (i) Conduct of Business by Forasol-Foramer and Pride. During the period from the date of this Agreement and continuing until the Closing, each of Pride and Forasol-Foramer and their respective Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current
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CONDUCT OF BUSINESSES PENDING THE CLOSING. 30 SECTION 5.1 CONDUCT OF BUSINESS BY EAST.............................. 30 SECTION 5.2 CONDUCT OF BUSINESS BY WEST.............................. 32 SECTION 5.3 COORDINATION OF DIVIDENDS................................ 34 SECTION 5.4
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CONDUCT OF BUSINESSES PENDING THE CLOSING 
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Related to CONDUCT OF BUSINESSES PENDING THE CLOSING

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • CONDUCT OF BUSINESS PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

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