Covenants Additional Agreements. 6.1 Conduct of Business Prior to the Closing. From the date hereof until the Closing Date, except as otherwise provided in this Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), Daily Engage shall (i) operate its business and conduct its affairs only in the usual and ordinary course consistent with past practices, and in such manner as shall be consistent with all representations and warranties of Daily Engage and the Members so that the same remain true and accurate as of the Closing Date; and (ii) preserve substantially intact its business organization, maintain its rights and franchises, use its reasonable efforts to retain the services of its officers and key employees and maintain its relationships with its customers and suppliers. Except as specifically provided in this Agreement or otherwise consented to in writing by the Buyer (which consent shall not be unreasonably withheld) from the date of this Agreement until the Closing Date, or until the earlier termination of this Agreement, Daily Engage shall not do any of the following:
(i) increase the compensation payable or to become payable to the Manager or any officer; (ii) grant any severance or termination pay to, or enter into any employment or severance agreement with, the Manager, any officer or employee; or (iii) establish, adopt, enter into, or amend, any benefit plan except as may be required by applicable Law except in any case for customary bonus or increases in the ordinary course of business or as required by contract;
Covenants Additional Agreements. 23
6.1 Affirmative Covenants 23 6.2 Negative Covenants of L3D-BVI 23 6.3 Access and Information 24
6.4 Confidential Information 25 6.5 Additional Covenants of the Company and L3D-BVI 25 6.6 Board of Directors 25 6.7 Resignation of Officers and Directors 25
Covenants Additional Agreements. Section 7.1. Access to Information 31 Section 7.2. Expenses and Fees 31 Section 7.3. Agreement to Cooperate 31 Section 7.4. Public Statements 32 Section 7.5. Notification of Certain Matters 32 Section 7.6. Employee Benefits 33 Section 7.7. Tax Matters 33 Section 7.8. Applications for Regulatory Approvals 34
Covenants Additional Agreements. 25 4.1 Parent Access and Investigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25 4.2 Company Access and Investigation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
Covenants Additional Agreements. 28
6.1. Conduct of Business Prior to the Closing 28 6.2. Access to Information 29 6.3. No Solicitation of Other Bids 29 6.4. Notice of Certain Events 30 6.5. Confidentiality 31 6.6. Closing Conditions 31 6.7. Transfer Taxes 31 6.8. Further Assurances 31 6.9. Press Releases and Communications 32 6.10. 103K Ruling 32 6.11. Director and Officer Indemnification 32 6.12. Post Closing Obligations 33 6.13. The Merger Plan 33 6.14. Post Closing Accounts Receivable Reconciliation 35 7.1. Conditions Precedent to Parent’s and Merger Sub’s Obligation to Close. 36 7.2. Conditions Precedent to S&W and Shareholders’ Obligations to Close 37
Covenants Additional Agreements. 25 4.1 Parent Access and Investigation . . . . . . . . . . . . . . . . . .25 4.2 Company Access and Investigation. . . . . . . . . . . . . . . . . .25 TABLE OF CONTENTS (CONTINUED) PAGE 4.3 Confidentiality.. . . . . . . . . . . . . . . . . . . . . . . . . .25 4.4 Conduct of the Company's Business . . . . . . . . . . . . . . . . .25 4.5 Conduct by Parent.. . . . . . . . . . . . . . . . . . . . . . . . .28 4.6 Notification. . . . . . . . . . . . . . . . . . . . . . . . . . . .28 4.7 No Shop . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .28 4.8 Registration Statement; Prospectus/Joint Proxy Statement. . . . . .29 4.9 Company Stockholders' Meeting . . . . . . . . . . . . . . . . . . .30 4.10 Parent Stockholders' Meeting. . . . . . . . . . . . . . . . . . . .31 4.11 Regulatory Approvals. . . . . . . . . . . . . . . . . . . . . . . .32
Covenants Additional Agreements
