Conduct Pending the Closing. Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:
7.1 No change will be made in the charter documents, by-laws, or other corporate documents of Acquirer or Target without the written consent of the parties hereto.
7.2 Target and Acquirer will use their best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.
7.3 The Shareholder will not sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Target shares of common stock owned by him.
Conduct Pending the Closing. Prior to the Closing Date, Sellers shall cause TGE GP, and shall cause TGE GP to cause the other TGE Entities, to operate in the ordinary course of business consistent with past practices except as prohibited by applicable Law. Except (1) as provided in this Agreement or any of the other Transaction Documents, (2) as described on Schedule 6.3, (3) as required by applicable Law, or (4) as consented to in writing by Acquirors (such consent shall not be unreasonably withheld, delayed or conditioned), prior to the Closing Date, Sellers shall cause TGE GP not to, and shall cause TGE GP to cause the other TGE Entities not to, as applicable:
(a) amend the Organizational Documents of (i) TGE GP, TGE or TE or (ii) any other TGE Entity if, in the case of this clause (ii), such amendment is adverse to the Acquirors or would reasonably be expected to materially impair the ability of the Parties to perform their respective obligations or to consummate the transactions under the Transaction Documents or materially impede their respective consummation or performance of the transactions or obligations under the Transaction Documents;
(b) declare or pay any distribution payable in cash, stock or property, other than (x) the declaration and payment of regular quarterly distributions to holders of Class A Shares in accordance with the Organizational Documents of TGE and as approved by the board of directors of TGE GP, in its capacity as the general partner of TGE, in amounts not in excess of those set forth on Schedule 6.3(b) and (y) cash distributions in respect of TE Units in accordance with the Organizational Documents of TE in amounts not in excess of those set forth on Schedule 6.3(b);
(c) make or enter into any transaction or series of related transactions for the acquisition or disposition of assets or property or the expansion of, or other capital projects relating to, existing assets or properties that involves a total purchase price or cost exceeding $50,000,000 individually or in the aggregate; provided, however, that nothing in this Section 6.3(c) shall be deemed to constitute a restriction on any expansion projects, capital projects and other authorizations for expenditure, in each case, approved prior to the date hereof, and authorized expenditures relating thereto or contemplated thereby shall not count toward the dollar limitation referenced in this Section 6.3(c);
(d) split, combine, divide, subdivide, reverse split, reclassify, recapitalize or effect any ot...
Conduct Pending the Closing. From the Agreement Date until the earlier of the Closing Date or the termination of this Agreement pursuant to Section 11.1, except (i) as otherwise contemplated, permitted, or required by this Agreement, (ii) as required by Law, (iii) as set forth on Section 6.3 of the Disclosure Schedule or (iv) to the extent that Purchaser otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed, (x) Seller shall cause the Acquired Assets to be operated in the Ordinary Course of Business in all material respects and (y) Seller shall not:
(a) sell, lease, transfer, or otherwise dispose of any of the Acquired Assets;
(b) grant or suffer to exist any Lien (other than Permitted Liens) on any of the Acquired Assets;
(c) commence any material Legal Proceeding, or settle, pay, discharge, or satisfy any Legal Proceeding, where such commencement, settlement, payment, discharge, or satisfaction would impose any restrictions or limitations upon the Acquired Assets following the Closing;
(d) terminate, extend, or modify any Acquired Business Contract or Material Contract, other than to the extent explicitly contemplated or provided by this Agreement or any Related Agreement, or enter into any Contract in respect of the Acquired Assets or the Assumed Liabilities that, if in effect on the Agreement Date, would be a Material Contract;
(e) waive or release any right of material value, in each case related to any Acquired Assets or any Assumed Liabilities;
(f) fail to keep in force and effect, or allow to lapse, any insurance policy in respect of the Acquired Assets comparable in amount and scope of coverage to that maintained as of the Agreement Date;
(g) correspond, communicate or consult with the FDA or similar Governmental Authority, in each case with respect to the Compounds or the Products, other than (x) any immaterial communication in the Ordinary Course of Business, or (y) any such correspondence, communication or consultation required by applicable Law in connection with an adverse event;
(h) merge, combine or consolidate itself with any other Person or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization, or file a certificate of dissolution in respect of Seller or any of its Subsidiaries with the Secretary of State of the State of Delaware;
(i) make any distributions to its stockholders or declare or pay any dividends on shares of Seller’s capital st...
Conduct Pending the Closing. Except as otherwise expressly contemplated by this Agreement, the ACMP Subscription Agreement or with the prior written consent of the Buyer, from the date hereof until the Closing or termination of this Agreement as provided in Article X, the Sellers shall not:
(a) vote any of the Subject Interests in favor of: (i) any amendment to the Current Partnership Agreement; (ii) any amendment of the Current AMV Agreement; (iii) any Merger Agreement or Plan of Conversion (as such terms are defined in the Partnership Agreement); (iv) any election to dissolve the Partnership or (v) issuing any shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares or any other equity or ownership interest of AMV or the General Partner;
(b) transfer, sell, pledge, encumber or dispose of the Subject Interests;
(c) amend or otherwise change its certificate of incorporation or bylaws or equivalent Organizational Documents of the Sellers in any manner that would adversely affect or impede the ability of the Sellers to consummate the transactions contemplated by this Agreement or any other Transaction Document;
(d) (i) sell or dispose of shares of capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such shares, or any other equity or ownership interest in the General Partner, AMV, or the Partnership, (ii) permit the issuance, sale, pledge or disposal of shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares or any other equity or ownership interest in the General Partner, AMV or the Partnership, except (1) in connection with the ACMP Equity Issuance or the Public Equity Offering or (2) any equity issuances to employees in the ordinary course of business (and as otherwise previously disclosed to the Buyer) or (iii) take any action intended to subject any shares of partnership interests, partnership units, membership interests, membership units, capital stock, options, warrants, convertible securities or other rights of any kind to acquire any such interests, units, stock, shares, or any other equity or ownership in the General Partner, AMV or the Partnership to any Encumbrance (other than Encumbrances pursuant to the Public Equity Offering, the Transaction Documents or the ACMP Subscription Agreement);
(e)...
Conduct Pending the Closing. CAI and the Shareholders covenant that between the date of this Agreement, and the Closing as to each of them:
7.1. No change will be made in the charter documents, by-laws, or other corporate documents of CAI.
7.2. CAI will use its best efforts to maintain and preserve its business organization, employee relationships and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.
7.3. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose of or encumber the FXI shares of common stock owned by them.
Conduct Pending the Closing. Exodus, VHSN and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents, by-laws, or other corporate documents of Exodus .
8.2. Exodus will use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.
8.3. No change will be made in the charter documents, by-laws, or other corporate documents of VHSN.
8.4. VHSN will use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.
8.5. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Exodus shares of common stock owned by them.
Conduct Pending the Closing. 5 3.1 Operation of Business in Ordinary Course.......................................................5 3.2
Conduct Pending the Closing. Seller hereby covenants and agrees that, pending the Closing and except as otherwise approved in advance in writing by the Purchaser:
Conduct Pending the Closing. Pet Quarters, Xxxxxxxxx and the Shareholders covenant that between the date of this agreement and the Closing as to each of them:
8.1. No change will be made in the charter documents or by-laws of Pet Quarters or Xxxxxxxxx.
8.2. Xxxxxxxxx and Pet Quarters will use their best efforts to maintain and preserve their business organization, employee relationships, and goodwill intact, and will not enter into any material commitment except in the ordinary course of business.
8.3. None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Xxxxxxxxx shares of common stock owned by them.
Conduct Pending the Closing. Pending the Closing, none of DPL, QPAGOS or IPS shall take any act or omit to take any act which will cause a breach of any representation, warranty or covenant made by them hereunder.
