Common use of Conduct Prior to Closing Clause in Contracts

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 Xxxxxxxx-Xxxxx 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:

Conduct Prior to Closing. 7.1 Conduct (a) Bankruptcy Court Approval of Sale Procedures, Breakup Fee and Deposit Agreement. Within ten (10) Business by HLDays of the Execution Date, the CompanyBankruptcy Court shall have approved the Joint Motion: (A) For Approval of Bid Procedures in the Event of Competing Bids, Parent, (B) Payment of Termination Fee and Merger Sub. During the period from the date (C) Approval of this Deposit Agreement filed jointly by Seller and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing Buyer (the “Interim PeriodSale Procedure Motion”) requesting the entry of an order in form and substance acceptable to Buyer and Seller (the “Procedure Order”), each of HLwith specific required terms and conditions, including, but not limited to, (i) approving 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 procedures 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 Sale Procedure Motion for 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 Seller to (i) preserve substantially intact its present business organizationaddress any competing bids submitted for the purchase of the Assets, (ii) keep available establishing procedures for an auction (the services of its present key officers “Auction”) at which higher and employeesbetter offers to purchase the Assets may be presented to Seller, (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licenseesproviding that if Seller receives from a third party a higher and better offer to purchase the Assets at the Auction, and others with which it has significant business dealings. During such third party offer is subsequently approved by the Interim PeriodBankruptcy Court and closes as provided by its terms, HL shall file all Certifications, registration statements, reports, schedules, forms, statements, and then Buyer will be entitled to receive from Seller a flat fee payment (not dependent on amounts actually expended or incurred by Buyer) in cash or other documents required to be filed or furnished to immediately available good funds in the SEC amount of $200,000 (the “Additional HL SEC ReportsBreak-Up Fee”), which Additional SEC Reports payment shall be prepared in accordance made to Buyer concurrently with the requirements consummation of such third party sale, (iv) no prospective purchaser will be permitted to bid at the Auction unless such party has been deemed “financially qualified” by Seller, (v) no prospective purchaser will be permitted to bid at the Auction unless such prospective purchaser has been determined by Seller in good faith to be capable of completing the purchase of the Securities ActAssets on or before the Outside Date, (vi) no prospective purchaser who bids for the Exchange ActAssets at the Auction shall be entitled to purchase the Assets unless such prospective purchaser offers to purchase the Assets for consideration which is at least $200,000 greater than the consideration set forth in this Agreement (including all cash, non-cash consideration, and the Xxxxxxxx-Xxxxx Act, assumed liabilities) and otherwise on terms at least 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 favorable to be stated therein or necessary to make the statements therein, Seller as those set forth 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(vii) after any initial overbid, or as set forth all further overbids must be in Schedule 7.1 hereto, without the prior written consent increments 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, Parentat least $100,000, and Merger Sub shall not do any of (viii) approving the following:specific terms and conditions regarding contained in Section 6 hereof with respect to the Deposit.

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 Xxxxxxxx-Xxxxx 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, Agreement 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: