Conduct of Purchaser. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, the Purchaser will:
(a) conduct the Purchaser Business in the ordinary and usual course and in a continuous fashion and will not, without the prior written consent of the Target and the Target Vendors:
(i) enter into any transaction which would constitute a breach of the Purchaser’s
(ii) increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or make any increase in, or any addition to, other benefits to which any of its Employees may be entitled,
(iii) other than as contemplated by this Agreement, create, incur, assume or guarantee any indebtedness,
(iv) subject any of the material assets or properties of the Purchaser to any Lien, or
(v) declare, set aside or pay any dividend, or make or agree to make any other distribution or payment in respect of, the Purchaser Shares, or redeem, repurchase or otherwise acquire, or agree to redeem, purchase or acquire, any of the Purchaser Securities;
(b) other than upon the due exercise of Purchaser Options, not issue any Purchaser Securities, other than in the ordinary and usual course of business;
(c) comply with all laws affecting the operation of the Purchaser Business and pay all required Taxes;
(d) not take any action, or omit to take any action, which would, or would reasonably be expected to, result in a breach of, or render untrue, any representation, warranty, covenant or other obligation of the Purchaser contained herein;
(e) use commercially reasonable efforts to preserve intact the Purchaser Business and the assets, operations and affairs of the Purchaser, carry on the Purchaser Business substantially as currently conducted, and use commercially reasonable efforts to promote and preserve for the Target the goodwill of suppliers, customers and others having business relations with the Purchaser;
(f) take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the transactions contemplated hereby;
(g) respond promptly to reasonable requests from the Target for information concerning the status of the Purchaser Business and the operations and finances of the Purchaser; and (h) comply with the provisions of Article 11 of this Agreement.
Conduct of Purchaser. (a) Conduct. Purchaser agrees that, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Stock Purchase Closing, except as expressly contemplated by this Agreement, the Pre-Closing Transactions or as required by applicable Law, and except as may be consented to in writing by Stockholder (such consent not to be unreasonably withheld or delayed), Purchaser shall not, and shall not permit any of its direct or indirect Subsidiaries or any Controlled Affiliates to, (i) take any action or agree, in writing or otherwise, to take any action that would reasonably be likely to result in any of the representations and warranties set forth in Article IV becoming false or inaccurate such that the conditions set forth in Section 2.03(d)(ii) and Section 7.03(a) would fail to be satisfied or (ii) enter into or consummate any agreements or arrangements for an acquisition (via stock purchase, merger, consolidation, purchase of assets or otherwise) or joint venture with respect to fixed satellite services or any agreements or arrangements reasonably likely to impact adversely the timing or ability of the parties to satisfy the conditions set forth in Article VII; provided, however, that one or more Permitted Persons may contribute (through the purchase of shares of the Company or otherwise at or after the Stock Purchase Closing) in the aggregate less than fifty percent (50%) of the equity funding amount contained in the Equity Letter and the parties agree that such transaction shall not violate the restriction set forth above; and provided further that any such acquisition shall not release Purchaser of its obligations hereunder.
Conduct of Purchaser. From the date of this Agreement until the Closing, the Purchaser shall, and shall cause each Purchaser Group Company, if applicable, to grant Seller free access to the Bitcoin Mining Equipment for examination and evaluation. Seller, at its own discretion, may appoint a third-party valuation company to conduct examination and assessment of a fair market price of the Bitcoin Mining Equipment. The Purchaser shall not withhold its cooperation and shall grant access and render assistance to such third party to conduct examination and valuation. If valuation report results submitted by third-party valuation company(i) shows that the fair market price is lower than the agreed value consideration under this Agreement or (ii) determines any defects in the Bitcoin Mining Equipment, the Seller shall have a right, at its own discretion, to do either or all of the following: (a) reject defected portion of the Bitcoin Mining Equipment, (b) reduce amount of the Subject Shares proportionally, or (c) adjust total amount of the Subject Shares to the fair market price of the Bitcoin Mining Equipment. Upon the execution of this Agreement and before the Closing (the “Retention Period”), the Purchaser shall maintain the Bitcoin Mining Equipment at his own expense and shall take all measures, in order that the Seller’s claim of ownership contemplated in this Agreement is neither compromised nor nullified. For the avoidance of doubt, any income generated from the use of the Bitcoin Mining Equipment during the Retention Period shall belong to the Seller as a beneficial owner of such Bitcoin Mining Equipment.
Conduct of Purchaser. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, the Purchaser will do the following:
(a) conduct the Purchaser Business in the ordinary and usual course and in a continuous fashion and will not, without the prior written consent of the Target:
(i) enter into any transaction which would constitute a breach of the Purchaser’s representations, warranties or agreements contained herein,
(ii) increase the salaries or other compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its Employees, or make any increase in, or any addition to, other benefits to which any of its Employees may be entitled, (iii) create, incur, assume or guarantee any indebtedness,
Conduct of Purchaser. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, the Purchaser will do the following:
(a) conduct the Purchaser Business in the ordinary and usual course and in a continuous fashion and will not, without the prior written consent of the Target:
(i) enter into any transaction which would constitute a breach of the Purchaser's representations, warranties or agreements contained herein,
(ii) hire any Employees;
(iii) increase the compensation of, or make any advance (excluding advances for ordinary and necessary business expenses) or loan to, any of its directors or officers, or make any increase in, or any addition to, other benefits to which any of its officers or directors may be entitled, (iv) create, incur, assume or guarantee any indebtedness,
Conduct of Purchaser. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, the Purchaser will:
(a) take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the transactions contemplated hereby;
(b) respond promptly to reasonable requests from Prismic for information concerning the status of the Purchaser Business and the operations and finances of the Purchaser; and (c) comply with the provisions of Article 9.
Conduct of Purchaser. For the period commencing on the date hereof and ending on the Closing Date, the Purchaser shall not, and shall not permit any of its direct or indirect Subsidiaries to, take any action or agree to take any action that would reasonably be likely to (i) result in any of the representations and warranties set forth in Section 3.2 becoming false or inaccurate in any material respect or (ii) delay, impair or impede the receipt of any Major Regulatory Approval.
Conduct of Purchaser. Parent will take all action necessary to cause Purchaser to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Conduct of Purchaser. Except as contemplated by this Agreement, and the entering into the option agreement between the Purchaser and Can-xxxx Biopharma Ltd., on substantially the terms set out in Schedule 7.2 attached hereto, during the period from the date hereof to the earlier of the Initial Cloing or Closing Deadline, the Purchaser agrees to conduct its business in all material respects, in accordance with its ordinary and usual course of business; use its best efforts, subject to the foregoing, to preserve Purchaser’s business organization, keep available to the Purchaser the services of Purchaser’s officers and employees and maintain satisfactory relationships with customers, suppliers and others having business relationships with it; confer with representatives of the Company to keep them informed with respect to operational matters of a material nature and to report the general status of the ongoing operations of the business of the Purchaser; and refrain from taking any of the following actions without the express prior written consent of the Company(such consent not to be unreasonably withheld, conditioned or delayed):
7.2.1. Incur any debt, liability or obligation, direct or indirect, whether accrued, absolute, contingent or otherwise, other than current liabilities incurred in the ordinary and usual course of its business, or pay any debt, liability or obligation of any kind other than such current liabilities and current maturities of existing long-term debt;
7.2.2. Assume, guarantee, endorse or otherwise become responsible for the obligations of any other individual, firm or corporation or make any loans or advances to any individual, firm or corporation;
7.2.3. Except as contemplated hereby, make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or property) with respect to its share capital;
7.2.4. Transfer, lease, mortgage, pledge or otherwise encumber any of its properties;
7.2.5. Sell, lease, transfer or dispose of any of its properties, waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it, other than in the ordinary course of its business;
7.2.6. Make any investment of a capital nature either by purchase of shares or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property of any other i...
Conduct of Purchaser. Except as otherwise contemplated or permitted by this Agreement, during the period from the Execution Date to the Closing, each of IPCo and Purchaser will do the following:
(a) conduct their respective business and operate their respective assets in the ordinary and usual course, and in a continuous fashion, and will not, without the prior written consent of the other Parties:
(i) enter into any transaction which would constitute a breach of their respective representations, warranties or agreements contained herein,
(ii) create, incur, assume or guarantee any indebtedness;
(iii) subject any of their respective assets or properties to any Lien; or
(iv) declare, set aside or pay any dividend or make or agree to make any other distribution or payment in respect of their common Shares or redeem, repurchase or otherwise acquire or agree to redeem, purchase or acquire any of those common shares or other equity securities;;
(b) comply with all laws affecting the operation of their respective business or assets and pay all required Taxes;
(c) not take any action or omit to take any action which would, or would reasonably be expected to, result in a breach of, or render untrue, any of their respective representations, warranties, covenants or other obligations contained herein;
(d) use commercially reasonable efforts to preserve intact their business and assets, operations and affairs, substantially as currently conducted, and use commercially reasonable efforts to promote and preserve the goodwill of suppliers, customers and others having business relations with them; and
(e) take all necessary actions, steps and proceedings that are necessary to approve or authorize, or to validly and effectively undertake, the execution and delivery of this Agreement and the completion of the Transaction.
