Conduct Prior to Closing Clause Samples
POPULAR SAMPLE Copied 3 times
Conduct Prior to Closing. Within the four (4) months prior to the Closing Date or on the Closing Date, except as set forth in Section 4.37 of the Schedule, Seller has conducted its business only in the ordinary course, and Seller has not:
(a) issued, sold or delivered any shares of its capital stock or issue or sell any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe to, any shares of its capital stock;
(b) effected any recapitalization, reclassification, stock dividend, stock split or like change in capitalization;
(c) amended its articles of incorporation or by-laws;
(d) merged or consolidated with, or, except as a result of foreclosure or repossession in the ordinary course of its mortgage banking business, acquired substantially all of the assets of, any other entity;
(e) sold, transferred, leased or encumbered a material amount of assets (other than Excluded Assets) except in the ordinary course of business;
(f) materially altered or varied its methods or policies of (i) underwriting, pricing, originating, warehousing, selling and servicing, or buying or selling rights to service, its Mortgage Loans, (ii) hedged (which term includes both buying futures and forward commitments from financial institutions) its mortgage loan positions or commitments, and (iii) obtained financing and credit;
(g) granted to any director, officer, employee or consultant any material increase in compensation or benefits (other than as may be required under the terms of written agreements in effect on the date hereof and other than normal increases made in the ordinary course of business to officers or employees in accordance with customary past practices and policies);
(h) granted any severance or termination pay (other than as may be required under the terms of written agreements in effect on the date hereof) to, or entered into or amended any employment or severance agreement with, any person, other than termination pay paid in the ordinary course of business to officers or employees in accordance with customary past practices and policies;
(i) adopted any new or amended any existing director, officer or employee benefit plans (including, without limitation, profit sharing, bonus, director and officer incentive compensation, retirement, medical, hospitalization, life or other insurance plans, arrangements and commitments) or any trust agreement relating thereto;
(j) incurred any debt other than in the ordinary course of business in amounts con...
Conduct Prior to Closing. SECTION 5.1 Conduct Prior to the Closing. Between the date hereof and the Closing:
(a) Except within the regular course of business or in connection with its financing activities previously disclosed to Contessa, including, without limitation the Ancillary Agreements and the Grace Private Placement, Fullcomm will not enter into any material agreement, contract or commitment, whether written or oral, without the prior written consent of Contessa;
(b) Fullcomm will not pay, incur or declare any dividends or distributions with respect to its shareholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of Contessa ;
(c) Except for the shares of Common Stock of Fullcomm to be issued in connection with the Ancillary Agreements and the Grace Private Placement Agreement, Fullcomm will not authorize, issue, sell, purchase, or redeem any shares of capital stock or any options or other rights to acquire ownership interests without the prior written consent of Contessa;
(d) Except within the regular course of business and in its financing activities previously disclosed to Contessa, Fullcomm will not incur any indebtedness for money borrowed (other than the South Edge Loan) or issue any debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, without the prior written consent of Contessa;
(e) Fullcomm will not make any investment of capital nature either by purchased stock or securities, contribution to capital, property transfer or otherwise, or by the purchase of any property or assets of any other Person;
(f) Fullcomm will not do any other act which would cause representation or warranty of Contessa in this Agreement to be or become untrue in any material respect or that is not in the ordinary course of business consistent with past practice;
(g) Fullcomm shall not directly or indirectly (a) solicit any inquiry or proposals or enter into or continue any discussions, negotiation or agreements relating to (i) the sale or exchange of Fullcomm's capital stock or (ii) the merger of Fullcomm with any Person other than Acquisition or (b) provide any assistance or any information to other otherwise cooperate with any Person in connection with any such inquiry, proposal or transaction;
(h) Fullcomm will comply with all requirements which federal or state law may ...
Conduct Prior to Closing. Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:
Conduct Prior to Closing. Without in any way limiting any other obligations hereunder, during the period from the date hereof to the Time of Closing, each of the parties hereto shall use its best efforts to take and cause to be taken all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the completion of the transactions contemplated hereby.
Conduct Prior to Closing. 7.1 Conduct of Business by HL, the Company, Parent, and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of HL, the Company, the Company’s Subsidiaries, Parent and Merger Sub shall, except to the extent that HL (in the case of a request by the Company) or the Company (in the case of a request by HL) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 7.1 hereto or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 7.1 hereto) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. During the Interim Period, HL shall file all Certifications, registration statements, reports, schedules, forms, statements, and other documents required to be filed or furnished to the SEC (“Additional HL SEC Reports”), which Additional SEC Reports shall be prepared in accordance with the requirements of the Securities Act, the Exchange Act, and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act, as the case may be, and the rules and regulations thereunder, and which will not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, except as required or permitted by the terms of this Agreement, the PIPE Subscription Agreements, or as set forth in Schedule 7.1 hereto, without the prior written consent of HL (in the case of a request by the Company) or the Company (in the case of a request by HL), which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, HL, the Company, the Company’s Subsidiaries, Parent, and Merger Sub shall not do any of the following:
(a) Waive any share repurchase...
Conduct Prior to Closing. From and after the Signing Date until the earlier of the Closing Date and the date on which this Agreement is terminated, the Company covenants and agrees as to itself and its Subsidiaries not to take any action that is intended or would reasonably be expected to result in any condition in Sections 8 and 9 not being satisfied. Each Investor hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the Closing Date which would cause any representation, warranty, or covenant of the Investors contained in this Agreement to be false or incorrect.
Conduct Prior to Closing. A. During the period commencing on the Effective Date and ending on the Closing Date (unless this Agreement shall be terminated prior to a Closing), the business and affairs of IGP and the Project Partnerships will be conducted only in their ordinary course, and neither IGP nor any of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does not):
(i) enter into or modify (except as required by applicable law) any compensation, benefit, or other plan, agreement or arrangement (whether written or oral) with respect to any of their directors, officers or employees; except however, the IGP/Seller can continue with the current negotiations of the Union Bargaining Agreement;
(ii) modify substantially the manner in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreement;
(iii) dispose of or discontinue any of its material business or properties (except for the Excluded Assets and Ineligible Liabilities) or merge or consolidate with any other entity;
(iv) dispose of or acquire any material contracts or material assets, including without limitation, intellectual property, except in the ordinary course of business;
(v) take any other action not in the ordinary course of business; or
(vi) agree to take any foregoing actions.
B. From and after the Effective Date and until the Closing, Purchaser will have the right to appoint an administrative agent who will work on a day-to-day basis with the management of IGP to ensure the orderly and timely transition of the operation of the Project Partnerships and the related Subject Properties to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to financial and accounting records of IGP related to the Project Partners and related Subject Properties.
Conduct Prior to Closing. 53 5.1 Conduct of Business Prior to Closing...........................................................53 5.2 Access to Information and Documents............................................................55 5.3
Conduct Prior to Closing. That, at all times prior to closing, Seller will take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Section 5 to remain true and correct in all respects from the date hereof to the date of closing and will refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period, unless this Contract specifically provides for the taking of such action and the consequent modification of certain warranties or representations; and
Conduct Prior to Closing. Seller covenants and agrees that from the date hereof and until Closing: