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:
Appears in 14 contracts
Samples: Share Exchange Agreement (Havana Furnishings Inc.), Share Exchange Agreement (Investview, Inc.), Share Exchange Agreement (Armitage Mining Corp)
Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (i) as set forth on Section 8.2(a) of the Seller Disclosure Letter, (ii) as required by applicable Law, (iii) as otherwise expressly contemplated by this Agreement or (iv) with the prior written consent of the Purchaser, Seller shall, solely as relates to the Sellers shallBusiness, and shall cause the Company Subsidiary to:
Appears in 5 contracts
Samples: Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems), Asset Purchase Agreement (Ophthalmic Imaging Systems)
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 shallSeller shall use their best efforts, and shall cause the Company to:
Appears in 5 contracts
Samples: Stock Purchase Agreement (IBC Equity Holdings), Stock Purchase Agreement (Thalia Woods Management, Inc.), Stock Purchase Agreement (CP US Income Group, LLC)
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 Seller shall, and shall cause the Company to:
Appears in 4 contracts
Samples: Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (CTT International Distributors Inc.), Stock Purchase Agreement (CTT International Distributors Inc.)
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, prior to the Closing the Sellers shall, and shall cause the Company to:
Appears in 4 contracts
Samples: Membership Interest Purchase Agreement (Mesa Energy Holdings, Inc.), Membership Interest Purchase Agreement (WPCS International Inc), Stock Purchase Agreement (WPCS International Inc)
Conduct of the Business Pending the Closing. (a) Except Prior to the Closing and except as otherwise expressly contemplated permitted by this Agreement or with the prior written consent of the PurchaserBuyer (which consent shall not be unreasonably withheld, the Sellers conditioned or delayed), Seller shall, and shall cause the Company to:
Appears in 3 contracts
Samples: Lease Sale Agreement, Lease Sale Agreement, Lease Sale Agreement
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, not to be unreasonably withheld or delayed, the Sellers Seller shall, and shall cause the Company Companies to:
Appears in 2 contracts
Samples: Securities Purchase Agreement (Heartland, Inc.), Stock Purchase Agreement (National Investment Managers Inc.)
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, from the Sellers shalldate hereof until the Closing Date, the Seller will (and shall will cause the Company to:):
Appears in 2 contracts
Samples: Unit Purchase Agreement (Argyle Security, Inc.), Unit Purchase Agreement (Argyle Security, Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement (including the prosecution of the Chapter 11 Case) or with the prior written consent of the Purchaser, the Sellers shall, and shall cause their Subsidiaries to, with respect to the Company toBusiness only:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Xanodyne Pharmaceuticals Inc), Asset Purchase Agreement (Aaipharma Inc)
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, prior to the Sellers Closing the Seller shall, and shall cause the Company to:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Omnireliant Holdings, Inc.), Stock Purchase Agreement (Abazias Inc)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the Purchaser, between the date hereof and the Closing, (1) the Sellers shall, with respect to the Business, and (2) the Companies shall, and the Companies shall cause the Company Subsidiaries to:
Appears in 2 contracts
Samples: Securities Purchase Agreement (CSG Systems International Inc), Securities Purchase Agreement (Comverse Technology Inc/Ny/)
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 Seller shall, and shall cause the Company to:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Roo Group Inc), Asset Purchase Agreement (Titan Global Holdings, Inc.)
Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (I) as required by applicable Law, (II) as otherwise expressly contemplated by this Agreement or (III) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned, unless the Purchaseraction to be taken by the Company would be reasonably expected to have a Material Adverse Effect), the Sellers Company shall, and shall cause the Company Subsidiaries to:
Appears in 2 contracts
Samples: Stock Purchase Agreement (United Components Inc), Stock Purchase Agreement (UCI Holdco, Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserSeller, prior to the Sellers Closing the Purchaser shall, and shall cause the Company to:
Appears in 2 contracts
Samples: Purchase Agreement (Ark Development Inc), Purchase Agreement (Blackbird Petroleum Corp)
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 Seller shall, and shall cause the Company and its Subsidiaries to:,
Appears in 2 contracts
Samples: Stock Purchase Agreement (First Aviation Services Inc), Stock Purchase Agreement (First Aviation Services Inc)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of Buyer, between the Purchaserdate hereof and the Closing, the Sellers shall, and shall cause the Company toand each of the Subsidiaries shall:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Blucora, Inc.), Stock Purchase Agreement (Blucora, Inc.)
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 shallshall use their best efforts, and shall cause the Company to:
Appears in 2 contracts
Samples: Stock Purchase Agreement (National Investment Managers Inc.), Stock Purchase Agreement (National Investment Managers Inc.)
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 Seller shall, and shall cause the Company Companies to:
Appears in 1 contract
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 Representing Sellers shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserParent, the Sellers shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (1) as required by applicable Law, (2) as otherwise expressly contemplated by this Agreement or (3) with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of the Purchaser, between the Sellers shalldate hereof and the earlier of the Closing or the termination of this Agreement, Seller and shall cause the Company toshall:
Appears in 1 contract
Samples: Purchase and Sale Agreement (Powersecure International, Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserPurchaser (which consent shall not unreasonably be withheld), the Sellers shall, and Selling Stockholders shall cause the Company and its Subsidiaries to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserPurchasers, the Sellers shallSeller shall use their best efforts, and shall cause the Company to:
Appears in 1 contract
Samples: Stock Purchase Agreement (Eclips Energy Technologies, Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of Purchasers, which consent shall not be unreasonably conditioned, withheld or delayed, between the Purchaserdate hereof and the Closing, the Sellers Company shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the Purchaser, the Sellers Shareholder shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of Purchaser (which shall not be unreasonably withheld or delayed), each of the Purchaser, the Sellers shall, Seller Entities shall (and Seller shall cause BPP to) prior to and on the Company toClosing Date:
Appears in 1 contract
Samples: Asset and Stock Purchase Agreement (Georgia Pacific Corp)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement Agreement, or as expressly required to effect the Pre-Sale Reorganization or with the prior written consent of the PurchaserPurchaser (such consent not to be 48 unreasonably withheld or delayed), the Sellers shall, and Sellers shall cause the Company and the Subsidiaries, pending Closing, to:
Appears in 1 contract
Samples: Share Purchase Agreement (Altra Industrial Motion, Inc.)
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 Partnership and the Vendor during the Interim Period shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserPurchaser (which consent shall not unreasonably be withheld), the Sellers shall, and Selling Stockholder shall cause the Company to:
Appears in 1 contract
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, prior to the Sellers shallClosing the Seller shall use its commercially reasonable efforts to, and shall cause the Company Companies to:
Appears in 1 contract
Samples: Stock Purchase Agreement (Hardie James Industries Nv)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the Purchaser, the Sellers Member shall, and shall cause the Company to:
Appears in 1 contract
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 each Seller shall, and shall cause each of the Company Companies to:
Appears in 1 contract
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 Seller shall, and shall cause the Company and the Subsidiaries to:
Appears in 1 contract
Samples: Stock Exchange Agreement and Plan of Reorganization (Zulu Energy Corp.)
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:
Appears in 1 contract
Samples: Contribution Agreement (First Surgical Partners Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement Agreement, or as expressly required to effect the Pre-Sale Reorganization or with the prior written consent of the PurchaserPurchaser (such consent not to be unreasonably withheld or delayed), the Sellers shall, and Sellers shall cause the Company and the Subsidiaries, pending Closing, to:
Appears in 1 contract
Samples: Share Purchase Agreement (Warner Electric International Holding, Inc.)
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, prior to the Sellers Closing the Seller shall, and shall cause the Company Infotel to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of the Purchaser, the Sellers Seller shall, and shall cause the Company Subsidiaries to:
Appears in 1 contract
Samples: Asset Purchase Agreement (New York Mortgage Trust Inc)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of Purchasers, between the Purchaserdate hereof and the Closing, the Shareholder and Sellers shall, and Sellers shall cause the Company Acquired Subsidiaries to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (I) as required by applicable Law, (II) as otherwise expressly contemplated by this Agreement or (III) with the prior written consent of the PurchaserPurchaser (which consent shall not be unreasonably withheld, delayed or conditioned), the Sellers Company shall, and shall cause the Company to:
Appears in 1 contract
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, prior to the Sellers shall, and shall cause Closing the Company toshall:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (Titanium Asset Management Corp)
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 Seller shall, and shall cause the Company and Tcomt to:
Appears in 1 contract
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 and its Subsidiaries to:
Appears in 1 contract
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, prior to the Sellers Closing the Owner shall, and shall cause the Company Seller to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement (including the prosecution of the Chapter 11 Case) or with the prior written consent of the PurchaserBuyer, the Sellers Seller shall, and shall cause the Company to:
Appears in 1 contract
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, prior to the Sellers Closing the Seller Parties shall, and shall cause the Company to:
Appears in 1 contract
Samples: Stock Purchase Agreement (Titanium Asset Management Corp)
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, prior to the Closing the Sellers shall, and shall cause the Company Enhance to:
Appears in 1 contract
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 Vendors during the Interim Period shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except Prior to the Closing, except (x) as otherwise expressly contemplated by this Agreement or (y) with the prior written consent of the PurchaserPurchaser (which consent shall not be unreasonably withheld, the Sellers delayed or conditioned), Seller and Company shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of Purchaser (not to be unreasonably withheld, conditioned or delayed), between the Purchaserdate hereof and the Closing or earlier termination of this Agreement, the Sellers shall, Companies shall and Seller shall cause the Company Companies to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of the Purchaser, between the Sellers date hereof and the Closing, Seller shall, and Seller shall cause the Company Group Companies to:
Appears in 1 contract
Samples: LLC Membership Interest Purchase Agreement (Fushi International Inc)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement Agreement, or with the prior written consent of Purchaser which consent shall not be unreasonably withheld or delayed, between the Purchaserdate hereof and the Closing, the Sellers Seller shall, and shall cause the Company to:
Appears in 1 contract
Samples: Asset Purchase Agreement (Core-Mark Holding Company, Inc.)
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, until the Sellers Option shall be exercised or expire, the Seller shall, and shall cause the Company to:
Appears in 1 contract
Samples: Stock Purchase Agreement (Titan Global Holdings, Inc.)
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, prior to the Closing the Sellers shall, and shall cause the Company TECHTOM to:
Appears in 1 contract
Samples: Securities Purchase Agreement (KULR Technology Group, Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the PurchaserOwners, between the date hereof and the Closing, the Sellers Company shall, and the Company shall cause the Company Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fortegra Financial Corp)
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 Seller shall, and shall cause each of the Company Companies to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of the Purchaser, between the Sellers shalldate hereof and the Closing, and shall cause the Company toshall:
Appears in 1 contract
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, not to be unreasonably withheld or delayed, the Sellers shall, and shall cause the Company Companies to:
Appears in 1 contract
Samples: Securities Purchase Agreement (Axcess Medical Imaging Corp)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the PurchaserBuyer, the Sellers Company shall, and shall cause the Company to:
Appears in 1 contract
Samples: Membership Interest Purchase Agreement (TheRetirementSolution.com, Inc.)
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated provided by this Agreement or with the prior written consent of the Purchaser, between the date hereof and the Closing, Sellers shall, and shall cause the Company to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the Purchaser, from the Sellers date hereof until the Closing, Seller shall, and shall cause the Company to, and the Company shall, and shall cause the Acquired Subsidiaries to:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the Purchaser, between the Sellers shalldate hereof and the Closing, the Selling Stockholders and shall cause the Company toshall:
Appears in 1 contract
Conduct of the Business Pending the Closing. (a) Except as otherwise expressly contemplated by provided in this Agreement or with the prior written consent of the Purchaser, between the Sellers date hereof and the Closing, the Selling Stockholders and the Company shall, and the Company shall cause the Company Subsidiaries to:
Appears in 1 contract
