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:
Conduct of Purchaser. Except (x) as set forth on Schedule 6.10-Part A, (y) for actions taken in as may be required by Law or (z) with the prior written consent of Seller (which consent shall not be unreasonably delayed, withheld or conditioned), from the Execution Date until the Closing, Purchaser shall and shall cause its subsidiaries to:
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. Purchaser shall not, from the date of this Agreement to the Closing Date, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Purchaser to consummate the transactions contemplated by this Agreement.
Conduct of Purchaser. (a) From the date of this Agreement until the Closing, Purchaser shall, (i) except as expressly required or permitted by this Agreement or any Transaction Document, (ii) as required by applicable Law or COVID-19 Measures or (iii) as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course of business and consistent with past practice.
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. 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):
Conduct of Purchaser. Prior to the beginning of the next taxable year (as determined for United States federal income tax purposes) immediately following the Closing Date of each Foreign Subsidiary, the Purchaser shall not (and shall procure that no direct or indirect successor, transferee or assignee of the Purchaser shall not) with respect to the Foreign Subsidiaries, and shall not permit any Foreign Subsidiary to, enter into any transaction or take any action outside the ordinary course of the Foreign Subsidiary's business other than the Purchaser's financing of the acquisition of such Foreign Subsidiary and the Tax results arising from such financing, without the consent of Seller, such consent not to be unreasonably withheld. Without limiting the generality of the foregoing, prior to the beginning of the next taxable year (as determined for United States federal income tax purposes) immediately following the Closing Date of each Foreign Subsidiary the Purchaser shall not, and shall not permit the Foreign Subsidiaries to, in each case, outside the ordinary course of business (a) enter into any transaction or take any action that would result in an increase in the amount of earnings and profits of a Foreign Subsidiary attributable under Section 1248 of the Code to stock of a Foreign Subsidiary sold by Seller hereunder other than earnings and profits arising in the ordinary course of business of the Foreign Subsidiaries, (b) enter into any transaction or take any action (other than the Purchaser's financing of the acquisition of the Foreign Subsidiaries) that otherwise would result in the diminution of the foreign tax credits that, absent any such transaction, may be claimed by the Seller or any of its Affiliates in respect of their U.S. federal income Tax liability, including (i) declaring or paying any dividend, or entering into any transaction or taking any action that would be considered for U.S. federal income Tax purposes to constitute the declaration or payment of a dividend by any Foreign Subsidiary, including pursuant to Section 304 of the Code, (ii) any transaction that would give rise to any Foreign Subsidiary holding "United States property" within the meaning of Section 956 of the Code, (iii) any loss carryback or loss surrender or other action not in the ordinary course of business that would reduce the amount of creditable Taxes paid or deemed paid by any Foreign Subsidiary for any such period, or (iv) making an election under Treasury Regulation Section 301.77...
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:
