Common use of CONDUCT OF BUSINESSES PENDING THE MERGER Clause in Contracts

CONDUCT OF BUSINESSES PENDING THE MERGER. From and after the date of this Agreement and prior to the effective time of the Merger, neither of the Constituent Corporations will, without the prior written consent of the other: 1. Amend its Certificate of Incorporation or By-Laws except, in the case as may be necessary to enable them to carry out the provisions of this Agreement; 2. Engage in any material activity or transaction or incur any material obligation (by contract or otherwise) except in the ordinary course of business; 3. Issue rights or options to purchase or subscribe to any shares of its capital stock or subdivide or otherwise change any such shares; 4. Issue or sell any shares of its capital stock or securities convertible into shares of its capital stock; or 5. Declare or pay any dividends on or make any distributions in respect of any shares of its capital stock. 6. From and after the date of this Agreement and prior to the effective time of the Merger, APP will use its best efforts to preserve its business organizations; to keep available to Oak Brook the services of APP's present officers and employees; and to preserve for Oak Brook the goodwill of APP's suppliers, customers and others having business relations with any of them. During the same period, APP will not put into effect any material increase in the compensation or other benefits applicable to officers or other key personnel. 7. Oak Brook shall not engage in any business and will not enter into any contracts or commitment, borrow any money or retain any employees.

CONDUCT OF BUSINESSES PENDING THE MERGER. From and after the date of this Agreement and prior to the effective time of the Merger, neither of the Constituent Corporations will, without the prior written consent of the other: 1. Amend its Certificate of Incorporation or By-Laws except, in the case as may be necessary to enable them to carry out the provisions of this Agreement; 2. Engage in any material activity or transaction or incur any material obligation (by contract or otherwise) except in the ordinary course of business; 3. Issue rights or options to purchase or subscribe to any shares of its capital stock or subdivide or otherwise change any such shares; 4. Issue or sell any shares of its capital stock or securities convertible into shares of its capital stock, other than the contingent issuance of seventy-five thousand (75,000) $.01 par value Common shares of Cytation to Xxxxxxx Xxxx & Company, Limited Liability Company in connection with consulting and advisory services rendered to Cytation; or 5. Declare or pay any dividends on or make any distributions in respect of any shares of its capital stock. 6. From and after the date of this Agreement and prior to the effective time of the Merger, APP Cytation will use its best efforts to preserve its business organizations; to keep available to Oak Brook Xxxxxxxx.xxx the services of APPCytation's present officers and employees; and to preserve for Oak Brook Xxxxxxxx.xxx the goodwill of APPCytation's suppliers, customers and others having business relations with any of them. During the same period, APP Cytation will not put into effect any material increase in the compensation or other benefits applicable to officers or other key personnel. 7. Oak Brook shall not engage in any business and will not enter into any contracts or commitment, borrow any money or retain any employees.