Common use of Conduct of Purchaser Clause in Contracts

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. Except (x) as otherwise contemplated set forth on Schedule 6.12 Part A, (y) for actions taken in as may be required by Law or permitted by this Agreement(z) with the prior written consent of Seller (which consent shall not be unreasonably delayed, during the period withheld or conditioned), from the Execution Date to until the Closing, the Purchaser willshall and shall cause its subsidiaries to: (a) conduct except as contemplated by the definitive proxy statement on Schedule 14A filed by Purchaser Business in with the ordinary and usual course and in a continuous fashion and will notSEC on April 1, without the prior written consent of the Target and the Target Vendors: 2021, (i) enter into any transaction which would constitute a breach not amend the certificate of the Purchaser’s incorporation of Purchaser and (ii) increase not amend the salaries bylaws of Purchaser in a manner that would adversely affect in any material respect the shares of Purchaser Common Stock to be issued to Seller hereunder 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,Seller’s rights with respect thereto; (iiib) 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) not declare, set aside or pay any dividenddividends on, or make or agree to make any other distribution distributions (whether in cash, stock or payment property) in respect of, the Purchaser Shares, or redeem, repurchase or otherwise acquire, or agree to redeem, purchase or acquire, any of the Purchaser Securities; its capital stock or other equity interests, except for dividends or distributions (bi) other than upon the due exercise by a wholly-owned subsidiary of Purchaser Options, not issue any Purchaser Securities, other than in the ordinary and usual course of businessto its parent or (ii) which constitute a Reclassification Event for which an adjustment is made pursuant to Section 2.1(c); (c) comply with all laws affecting the operation not reclassify, combine, split or subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Purchaser Common Stock, other than withholding and sale of the Purchaser Business and pay all required TaxesCommon Stock to satisfy Income Tax withholding payments due upon vesting of employee equity awards; (d) not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization or otherwise effect any transaction whereby by any Person or group acquires more than a majority of the outstanding shares of Purchaser Common Stock; (e) not take any action, or omit fail to take any action, which would, action or failure would reasonably be expected to, result in to cause Purchaser to be ineligible to file a breach of, or render untrue, any representation, warranty, covenant or other obligation of registration statement on Form S-3 promulgated under 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;Securities Act; and (f) take all necessary actionsnot enter into an agreement or commitment with respect to any of the foregoing. Requests for approval of any action restricted by this Section 6.12 shall be delivered to either of the individuals set forth on Schedule 6.12-Part B, steps which requests may be delivered electronically to such individual’s email address set forth on Schedule 6.12-Part B (provided that receipt of such email is requested and proceedings received, including automatic receipts), each of whom shall have full authority to grant or deny such requests for approval on behalf of Seller. Seller’s approval of any action restricted by this Section 6.12 shall not be unreasonably withheld or delayed and shall be considered granted in full within five (5) Business Days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Purchaser’s notice) of delivery of Purchaser’s notice to Seller requesting such consent unless Seller notifies Purchaser to the contrary during that are necessary period. If any specific action or inaction that is expressly approved (and not, for the avoidance of doubt, considered granted due to approve the expiration of the five (5) Business Day period described above) by Seller pursuant to this Section 6.12 would, in and of itself, constitute a breach of one or authorize, more of Purchaser’s representations and warranties in Article 5 or to validly and effectively undertakePurchaser’s covenants or agreements contained in this Agreement, the execution taking of such action or any such inaction by Purchaser to which Seller expressly consented shall not, in and delivery of this Agreement and the completion itself, constitute a breach 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 Agreementsuch representations, warranties, covenants or agreements.

Conduct of Purchaser. Except (x) as otherwise contemplated set forth on Schedule 6.10-Part A, (y) for actions taken in as may be required by Law or permitted by this Agreement(z) with the prior written consent of Seller (which consent shall not be unreasonably delayed, during the period withheld or conditioned), from the Execution Date to until the Closing, the Purchaser willshall and shall cause its subsidiaries to: (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 not amend the certificate of the Purchaser’s incorporation of Purchaser and (ii) increase not amend the salaries bylaws of Purchaser in a manner that would adversely affect in any material respect the shares of Purchaser Common Stock to be issued to Seller hereunder 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,Seller’s rights with respect thereto; (iiib) 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) not declare, set aside or pay any dividenddividends on, or make or agree to make any other distribution distributions (whether in cash, stock or payment property) in respect of, the Purchaser Shares, or redeem, repurchase or otherwise acquire, or agree to redeem, purchase or acquire, any of the Purchaser Securities; its capital stock or other equity interests, except for dividends or distributions (bi) other than upon the due exercise by a wholly-owned subsidiary of Purchaser Options, not issue any Purchaser Securities, other than in the ordinary and usual course of businessto its parent or (ii) which constitute a Reclassification Event for which an adjustment is made pursuant to Section 2.1(c); (c) comply with all laws affecting the operation not reclassify, combine, split or subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Purchaser Common Stock, other than withholding and sale of the Purchaser Business and pay all required TaxesCommon Stock to satisfy Income Tax withholding payments due upon vesting of employee equity awards; (d) not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization; (e) not take any action, or omit fail to take any action, which would, action or failure would reasonably be expected to, result in to cause Purchaser to be ineligible to file a breach of, or render untrue, any representation, warranty, covenant or other obligation of registration statement on Form S-3 promulgated under 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;Securities Act; and (f) take all necessary actionsnot enter into an agreement or commitment with respect to any of the foregoing. Requests for approval of any action restricted by this Section 6.10 shall be delivered to either of the individuals set forth on Schedule 6.10-Part B, steps which requests may be delivered electronically to such individual’s email address set forth on Schedule 6.10-Part B (provided that receipt of such email is requested and proceedings received, including automatic receipts), each of whom shall have full authority to grant or deny such requests for approval on behalf of Seller. Seller’s approval of any action restricted by this Section 6.10 shall not be unreasonably withheld or delayed and shall be considered granted in full within five (5) Business Days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Purchaser’s notice) of delivery of Purchaser’s notice to Seller requesting such consent unless Seller notifies Purchaser to the contrary during that are necessary period. If any specific action or inaction that is expressly approved (and not, for the avoidance of doubt, considered granted due to approve the expiration of the five (5) Business Day period described above) by Seller pursuant to this Section 6.10 would, in and of itself, constitute a breach of one or authorize, more of Purchaser’s representations and warranties in Article 5 or to validly and effectively undertakePurchaser’s covenants or agreements contained in this Agreement, the execution taking of such action or any such inaction by Purchaser to which Seller expressly consented shall not, in and delivery of this Agreement and the completion itself, constitute a breach 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 Agreementsuch representations, warranties, covenants or agreements.

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 VendorsTarget: (i) enter into any transaction which would constitute a breach of the Purchaser’s’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) 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 SecuritiesShares; (b) other than upon not, without prior notice to the due exercise of Purchaser OptionsTarget, enter into any Material Contract; (c) not issue any Purchaser SecuritiesShares or securities convertible into Purchaser Shares without prior written consent from the Target, other except for the issuance of up to: (i) 1,160,000 Purchaser Shares at a price per share of not less than in the ordinary $0.25; (ii) 694,444 Purchaser Shares at a price per share of not less than $0.45; (iii) 1,160,000 Purchaser Warrants which will have an exercise price of not less than $0.40; and usual course (iv) 347,222 Purchaser Warrants which will have an exercise price of businessnot less than $1.00; (cd) comply with all laws affecting the operation of the Purchaser Business and pay all required Taxes; (de) 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;; and (ef) 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. 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’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) 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 in connection with the due exercise of Purchaser OptionsConcurrent Financing, 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 and (h) comply with the provisions of Article 11 9 of this Agreement.

Conduct of Purchaser. Except (x) as otherwise contemplated set forth on Schedule 6.10-Part A, (y) for actions taken in as may be required by Law or permitted by this Agreement(z) with the prior written consent of Seller (which consent shall not be unreasonably delayed, during the period withheld or conditioned), from the Execution Date to until the Closing, the Purchaser willshall and shall cause its subsidiaries to: (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 not amend the certificate of the Purchaser’s incorporation of Purchaser and (ii) increase not amend the salaries bylaws of Purchaser in a manner that would adversely affect in any material respect the shares of Purchaser Stock to be issued to Seller hereunder 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,Seller’s rights with respect thereto; (iiib) 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) not declare, set aside or pay any dividenddividends on, or make or agree to make any other distribution distributions (whether in cash, stock or payment property) in respect of, the Purchaser Shares, or redeem, repurchase or otherwise acquire, or agree to redeem, purchase or acquire, any of the Purchaser Securities; its capital stock or other equity interests, except for dividends or distributions (bi) other than upon the due exercise by a wholly-owned subsidiary of Purchaser Options, not issue any Purchaser Securities, other than in the ordinary and usual course of businessto its parent or (ii) which constitute a Reclassification Event for which an adjustment is made pursuant to Section 2.1(c); (c) comply with all laws affecting the operation not reclassify, combine, split or subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Purchaser Stock, other than withholding and sale of the Purchaser Business and pay all required TaxesStock to satisfy Income Tax withholding payments due upon vesting of employee equity awards; (d) not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization; (e) not take any action, or omit fail to take any action, which would, action or failure would reasonably be expected to, result in a breach of, or render untrue, any representation, warranty, covenant or other obligation to terminate the registration of the Purchaser contained herein; (e) use commercially reasonable efforts to preserve intact Stock under the Exchange Act or the listing of the Purchaser Business and the assets, operations and affairs of the Purchaser, carry Stock 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 PurchaserNYSE; (f) not take all necessary actions, steps and proceedings that are necessary to approve or authorizeany action, or fail to validly and effectively undertaketake any action, the execution and delivery of this Agreement and the completion which action or failure would reasonably be expected to cause Purchaser to be ineligible to file an “automatic shelf registration statement” as defined in Rule 405 of the transactions contemplated hereby;Securities Act with respect to the registration of the resale of the Stock Consideration; and (g) respond promptly not enter into an agreement or commitment with respect to reasonable requests from the Target for information concerning the status any of the Purchaser Business and the operations and finances foregoing. Requests for approval of any action restricted by this Section 6.10 shall be delivered to either of the individuals set forth on Schedule 6.10-Part B, which requests may be delivered electronically to such individual’s email address set forth on Schedule 6.10-Part B (provided that receipt of such email is requested and received, including automatic receipts), each of whom shall have full authority to grant or deny such requests for approval on behalf of Seller. Seller’s approval of any action restricted by this Section 6.10 shall not be unreasonably withheld or delayed and shall be considered granted in full within five (5) Business Days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Purchaser; ’s notice) of delivery of Purchaser’s notice to Seller requesting such consent unless Seller notifies Purchaser to the contrary during that period. If any specific action or inaction that is expressly approved (and not, for the avoidance of doubt, considered granted due to the expiration of the five (h5) comply with the provisions Business Day period described above) by Seller pursuant to this Section 6.10 would, in and of itself, constitute a breach of one or more of Purchaser’s representations and warranties in Article 11 of 5 or Purchaser’s covenants or agreements contained in this Agreement, the taking of such action or any such inaction by Purchaser to which Seller expressly consented shall not, in and of itself, constitute a breach of such representations, warranties, covenants or agreements.

Conduct of Purchaser. Except (x) as otherwise contemplated set forth on Schedule 6.12-Part A, (y) for actions taken in as may be required by Law or permitted by this Agreement(z) with the prior written consent of Seller (which consent shall not be unreasonably delayed, during the period withheld or conditioned), from the Execution Date to until the Closing, the Purchaser willshall and shall cause its subsidiaries to: (a) conduct except as contemplated by the definitive proxy statement on Schedule 14A filed by Purchaser Business in with the ordinary and usual course and in a continuous fashion and will notSEC on April 1, without the prior written consent of the Target and the Target Vendors: 2021, (i) enter into any transaction which would constitute a breach not amend the certificate of the Purchaser’s incorporation of Purchaser and (ii) increase not amend the salaries bylaws of Purchaser in a manner that would adversely affect in any material respect the shares of Purchaser Common Stock to be issued to Seller hereunder 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,Seller’s rights with respect thereto; (iiib) 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) not declare, set aside or pay any dividenddividends on, or make or agree to make any other distribution distributions (whether in cash, stock or payment property) in respect of, the Purchaser Shares, or redeem, repurchase or otherwise acquire, or agree to redeem, purchase or acquire, any of the Purchaser Securities; its capital stock or other equity interests, except for dividends or distributions (bi) other than upon the due exercise by a wholly-owned subsidiary of Purchaser Options, not issue any Purchaser Securities, other than in the ordinary and usual course of businessto its parent or (ii) which constitute a Reclassification Event for which an adjustment is made pursuant to Section 2.1(c); (c) comply with all laws affecting the operation not reclassify, combine, split or subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any Purchaser Common Stock, other than withholding and sale of the Purchaser Business and pay all required TaxesCommon Stock to satisfy Income Tax withholding payments due upon vesting of employee equity awards; (d) not adopt any plan or agreement of complete or partial liquidation, dissolution, restructuring, recapitalization, merger, consolidation or other reorganization or otherwise effect any transaction whereby by any Person or group acquires more than a majority of the outstanding shares of Purchaser Common Stock; (e) not take any action, or omit fail to take any action, which would, action or failure would reasonably be expected to, result in to cause Purchaser to be ineligible to file a breach of, or render untrue, any representation, warranty, covenant or other obligation of registration statement on Form S-3 promulgated under 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;Securities Act; and (f) take all necessary actionsnot enter into an agreement or commitment with respect to any of the foregoing. Requests for approval of any action restricted by this Section 6.12 shall be delivered to either of the individuals set forth on Schedule 6.12-Part B, steps which requests may be delivered electronically to such individual’s email address set forth on Schedule 6.12-Part B (provided that receipt of such email is requested and proceedings received, including automatic receipts), each of whom shall have full authority to grant or deny such requests for approval on behalf of Seller. Seller’s approval of any action restricted by this Section 6.12 shall not be unreasonably withheld or delayed and shall be considered granted in full within five (5) Business Days (unless a shorter time is reasonably required by the circumstances and such shorter time is specified in Purchaser’s notice) of delivery of Purchaser’s notice to Seller requesting such consent unless Seller notifies Purchaser to the contrary during that are necessary period. If any specific action or inaction that is expressly approved (and not, for the avoidance of doubt, considered granted due to approve the expiration of the five (5) Business Day period described above) by Seller pursuant to this Section 6.12 would, in and of itself, constitute a breach of one or authorize, more of Purchaser’s representations and warranties in Article 5 or to validly and effectively undertakePurchaser’s covenants or agreements contained in this Agreement, the execution taking of such action or any such inaction by Purchaser to which Seller expressly consented shall not, in and delivery of this Agreement and the completion itself, constitute a breach 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 Agreementsuch representations, warranties, covenants or agreements.