Conduct Prior to the Closing. Antisense and Biophan covenant and agree that, after the date hereof and prior to the Closing (unless ITI shall otherwise approve in writing, which approval shall not be unreasonably withheld):
(a) Antisense will not declare, set aside or pay any dividends or distributions payable in cash, stock or property, in respect of its capital stock;
(b) Antisense will not amend, nor will Biophan cause the amendment of the Antisense Articles of Incorporation or By-Laws;
(c) Antisense and Biophan will comply with all requirements which federal or state law may impose on it with respect to this Agreement and the transactions contemplated hereby, and will promptly cooperate with and furnish written information to ITI in connection with any such requirements imposed upon the parties hereto in connection therewith;
(d) Except within the regular course of business, Antisense will not incur any indebtedness for money borrowed, issue or sell any debt securities, incur or suffer to be incurred any liability or obligation of any nature whatsoever, cause or permit any lien, encumbrance or security interest to be created or arise on or in any of its properties or assets, acquire or dispose of fixed assets, change employment terms, enter into any material or long-term contract, guarantee obligations of any third party, settle or discharge any balance sheet receivable for less than its stated amount or enter into any other transaction, except to comply with the terms of this Agreement; and
(e) Antisense and Biophan shall grant to ITI and its counsel, accountants and other representatives, full access during normal business hours during the period prior to the Closing to all Antisense's respective properties, books, contracts, commitments and records and, during such period, furnish promptly to ITI and such representatives all information relating to Antisense as ITI may reasonably request, and shall extend to ITI the opportunity to meet with Antisense's accountants and attorneys to discuss the financial condition of Antisense.
Conduct Prior to the Closing. Except as contemplated by this Agreement or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Closing, Parent shall cause Seller and its Affiliates to, and Seller and its Affiliates will conduct the Business according to the Seller’s and its Affiliates’ ordinary and usual course of business consistent with past practice and will use reasonable efforts consistent therewith to preserve intact the value of the Purchased Assets, to keep available the services of the Seller’s and its Affiliates’ officers and employees necessary to provide the services under the Transitional Services and License Agreement, and to maintain satisfactory relationships with customers and counterparties to the Assigned Contracts, suppliers, distributors and other Persons having material business relationships related to the Assigned Contracts and the licensing of the Purchased Assets, in each case in the ordinary course of business, provided that it is understood that Parent may take such actions in connection with winding down the operations of Seller and its Affiliates as it deems reasonably necessary so long as such actions would not reasonably be expected to materially and adversely impact the ability of Seller and its Affiliates to consummate the transactions contemplated hereby or the Purchased Assets or Buyer’s ability to exploit any or all of the Purchased Assets following the Closing. Without limiting the generality of the foregoing, and except as otherwise specifically provided in this Agreement, neither Seller nor its Affiliates will take any of the following actions, prior to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed):
(a) amend the certificate of organization, operating agreement or other organizational documents or alter through merger, liquidation, reorganization, restructuring or in any other fashion the structure or ownership of Seller or the International Subsidiary, if such amendment or alteration would reasonably be expected to materially and adversely impact the ability of Seller or its Affiliates to consummate the transactions contemplated hereby or the Purchased Assets;
(b) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or corporation, pa...
Conduct Prior to the Closing. 35 5.1 Conduct of Business of the Company.............................................................35
Conduct Prior to the Closing. BMI and the PMW Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
(a) Other than as contemplated herein, no change will be made in the charter documents, by-laws, or other corporate documents of BMI or PMW.
(b) BMI 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.
(c) None of the PMW Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the PMW Shares owned by them.
(d) The PMW shareholders will use their best efforts to maintain and preserve the business organization, employee relationships and goodwill of PMW intact and will not allow PMW to enter into any material commitment except in the ordinary course of business. Conditions to Obligations of the PMW Shareholders.
Conduct Prior to the Closing. WICK and the Werke Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
(a) Other than as contemplated herein, no change will be made in the charter documents, by-laws, or other corporate documents of WICK or WERKE.
(b) WICK and WERKE will each 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.
(c) None of the Werke Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the WERKE Shares owned by them.
(d) WERKE and STPF will use their best efforts to maintain and preserve the business organization, employee relationships and goodwill intact of STWP, and will not allow STWP to enter into any material commitment except in the ordinary course of business.
(e) Other than as contemplated herein, WERKE and STPF will not sell, transfer, assign, hypothecate, lien, or otherwise dispose, encumber or dilute their interest in STWP.
(f) STPF will convert its interest in STWP into equity in WERKE so that at Closing WERKE will own a 100% interest in STWP.
Conduct Prior to the Closing. 27 3.1. General........................................................................... 27
Conduct Prior to the Closing. PRECOM agrees that between the date of this Agreement and the Closing it will take the following actions:
(a) Effect a reverse split of its issued and outstanding common stock of 1 share for every 20 shares currently issued and outstanding, reducing the amount of PRECOM common stock currently issued and outstanding from 2,120,850 to 106,042 shares.
(b) Change the name of the Company from PreCom Technology, Inc. to GroupNow, Inc. PRECOM, GNOW and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
(c) PRECOM and GNOW Shareholders will cooperate with each other in the preparation of an information statement prepared pursuant to Sections 14(c) & (f) of the Securites Exchange Act of 1934 to be sent to the shareholders of PRECOM and filed with the SEC describing the agreed to change in control of PRECOM and the reverse stock split and name change contemplated by Sections 5(a) and (b) above.
(d) No change will be made in the charter documents, by-laws, or other corporate documents of PRECOM or GNOW, except as provided in Sections 5(a) and (b) above.
(e) PRECOM and GNOW will each use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and PRECOM will not enter into any material commitment except in the ordinary course of business.
(f) None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the GNOW Shares owned by them.
Conduct Prior to the Closing. Sage and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
(a) No change will be made in the charter documents, by-laws, or other corporate documents of Sage or Madison.
(b) Sage and Madison will each use its best efforts to maintain and preserve its business organization, employee relationships, and goodwill intact, and Madison will not enter into any material commitment except in the ordinary course of business. The Shareholders acknowledge that Sage is currently engaged in a number of acquisition transactions and is pursuing such transactions simultaneously with the transactions contemplated by this Agreement.
(c) None of the Shareholders will sell, transfer, assign, hypothecate, lien, or otherwise dispose or encumber the Madison Shares owned by them.
Conduct Prior to the Closing. 46
5.1 Conduct of the Business of the Company Prior to the Closing 46 5.2 Restrictions on Conduct of the Business of the Company 47 5.3 Conduct of the Business of the Company Following the Closing 52 5.4 Notices of Certain Events 53 5.5 Restrictions on Company Shares 54 ARTICLE VI ADDITIONAL AGREEMENTS 54 6.1 Pre-Closing No Solicitation 54
6.2 Non-compete; Non-solicitation 56 6.3 Confidentiality; Public Disclosure 57 6.4 Reasonable Best Efforts; Regulatory Approvals 59 6.5 Third-Party Consents; Notices 62
Conduct Prior to the Closing. Pursuant to section 4.1(c), Ericsson shall promptly notify Calix of any change, occurrence or event that would reasonably be expected to be materially adverse to the Business. As noted in the disclosure in 2.15, Ericsson has sent the Sales Directive to the regions outlining the parameters of future Product sales. This sales directive may have a negative impact on future sales of Products prior to the Closing.
