COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 Equicap covenants and agrees with Zecotek that it shall: (a) from and including the Effective Date through to and including the Time of Closing, permit Zecotek, itself and through its directors, officers, employees and authorized C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.doc agents and representatives (collectively "Zecotek's Representatives"), at its own cost, full access to Equicap's property, books and records including, without limitation, all of the assets, contracts and minute books of Equicap, so as to permit Zecotek's Representatives to make such investigation (the "Zecotek Investigation") of Equicap as it deems necessary; (b) use its best efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder on or before the 30th day of November 2004; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Equicap and Photonics remain true and correct and not do any such act or thing that would render any representation or warranty of Equicap or Photonics untrue or incorrect; (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the listing of Equicap; and (e) except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Zecotek to do so, Equicap shall arrange for Photonics or its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Zecotek a letter confirming their agreement to be personally bound by these non-disclosure provisions. 3.2 Each of Equicap and Photonics acknowledges to and agrees with Zecotek that the Zecotek Investigation shall in no way limit or otherwise adversely affect the rights of the Zecotek as provided for hereunder in respect of the representations and warranties of Equicap and Photonics contained in this Agreement. 3.3 Zecotek covenants and agrees with Equicap and Photonics that it shall: (a) from and including the Effective Date through to and including the Time of Closing, permit Equicap, through its directors, officers, employees and authorized agents and representatives (collectively "Equicap's Representatives") at its own cost, full access to Zecotek's books, records and property including, without limitation, all of the Assets, so as to permit Equicap to make such investigation (the "Equicap Investigation") of the Business and Assets as Equicap deems necessary; (b) on or before the 30th day of November, 2004, provide to Equicap all such further documents, instruments and materials and do all such acts and things as may be required by Equicap to obtain Regulatory Approval; (c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Zecotek remain true and correct, and not do any such act or thing that would render any representation or warranty of Zecotek untrue or incorrect; C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.doc (d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the Business and Assets and, without limiting the generality of the foregoing, carry on the Business in a reasonable and prudent manner; (e) not negotiate with any other person in respect of a purchase and sale of any part of the Business and Assets; and (f) except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Equicap to do so, Zecotek shall arrange for its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Equicap a letter confirming their agreement to be personally bound by these non-disclosure provisions. 3.4 Zecotek acknowledges to and agrees with Equicap and Photonics that the Equicap Investigation shall in no way limit or otherwise adversely affect the rights of Equicap or Photonics as provided for hereunder in respect of the representations and warranties of Zecotek contained in this Agreement.
Appears in 1 contract
COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 Equicap 5.1 AX1 covenants and agrees with Zecotek BNI that from and including the Effective Date through to and including the Closing Date it shall:
(a) permit BNI, through its directors, officers, employees and authorized agents and representatives (collectively the “BNI’s Representatives”) at BNI’s own cost, full access during normal business hours to AX1’s books, records and property including, without limitation, all of the assets, material contracts and minute books of AX1, and any Information relating to AX1’s directors or officers, so as to permit BNI to make such investigation (the “BNI Investigation”) of AX1 as BNI deems necessary;
(b) use its reasonable commercial efforts to complete the AX1 Investigation within 30 days of the date that the AX1 Representatives receive all required due diligence materials in order to complete the AX1 Investigation;
(c) with the cooperation of BNI and the BNI Securityholders, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder as soon as reasonably possible following receipt of any materials required from BNI pursuant to Section 5.2(a), which efforts will include, among other things:
(i) providing to BN1 the AX1 Financial Statements in a form acceptable to the Exchange in connection with the Acquisition
(ii) producing and submitting the Prospectus to the BCSC;
(iii) producing and filing with the Exchange a Listing Statement, or such other form as is required or permitted by the Exchange in respect of the Acquisition, with the assistance of BNI;
(iv) producing and filing with the Exchange and the applicable Securities Commissions all forms required by applicable Securities Law, along with producing the applicable closing documents, for the Listing; and the parties acknowledge and agree that AX1 will be responsible for the costs associated with the items enumerated in paragraphs 5.1(b) and (c);
(d) do all such acts and things necessary to ensure that all of the representations and warranties of AX1 remain true and correct and not do any such act or thing that would render any representation or warranty of AX1 untrue or incorrect;
(e) not, nor shall any of AX1’s directors, officers, employees and authorized agents and representatives (“AX1’s Representatives”), directly or indirectly solicit, encourage, facilitate, discuss, negotiate or entertain or accept any proposals or offers from, enter into any agreements with, or provide financial, operating or any other non-public information to, any person or group other than BNI and BNI’s Representatives, with respect to (a) any direct or indirect sale, purchase, or acquisition of its assets or securities (except) by way of a subscription of AX1 Shares or the issuance of AX1 Shares from treasury); or (b) any similar transaction or other direct or indirect acquisition, business combination, arrangement, merger or takeover bid involving AX1, its subsidiaries, its securities, the securities of its subsidiaries, or their assets;
(i) AX1 and AX1’s Representatives shall immediately:
(A) cease and terminate existing discussions, conversations, negotiations and other communications with any persons currently conducted with respect to any of the foregoing, including access to any data rooms (whether electronic or otherwise); and
(B) notify BNI regarding any contact between AXI or AXI’s Representatives and any person regarding any such offer, proposal or inquiry;
(f) use reasonable commercial efforts to obtain all AX1 Approvals, any consents and waivers and give all notices, which are required prior to Closing;
(g) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary AX1 Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(h) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(i) not incur or commit to incur any debt other than in the ordinary course of business and for professional fees in connection with the transactions contemplated by this Agreement;
(j) not make any expenditures out of the ordinary course of business, other than as contemplated herein;
(k) not declare or pay any dividends or distribute any of its properties or assets to shareholders;
(l) not enter into or amend or terminate any Material Contracts out of the ordinary course of business, other than in connection with this Agreement;
(m) not alter or amend its articles or by-laws;
(n) not redeem, purchase or offer to purchase any of its common shares or other securities;
(o) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein.
5.2 BNI covenants and agrees with AX1 that from and including the Effective Date through to and including the Closing Date it shall:
(a) permit AX1, and AX1’s Representatives, at AX1’s own cost, full access during normal business hours to BNI’ books, records and property including, without limitation, all of the Assets, material contracts and minute books of BNI and any Information relating to BNI, and its directors, officers and BNI Securityholders, so as to permit AX1’s Representatives to make such investigation (the “AX1 Investigation”) of BNI as AX1 deems necessary;
(b) use its reasonable commercial efforts to complete the BNI Investigation within 30 days of the date that BNI’s Representatives receive all required due diligence materials in order to complete the BNI Investigation;
(c) use its reasonable commercial efforts to provide to AX1, at the request of AX1 as soon as available, all such further Information, documents, instruments and materials and do all such acts and things as may be required by AX1 to obtain Regulatory Approval including, but not limited to, providing to AX1:
(i) the BNI Financial Statements in a form acceptable to the Exchange in connection with the Acquisition;
(ii) the portions of the draft Prospectus regarding the business of BNI and the resulting issuer of the transactions contemplated by this Agreement;
(iii) the portions of the Listing Statement regarding the business of BNI and the resulting issuer of the transactions contemplated by this Agreement,
(iv) the forms required of BNI by the Exchange and the BCSC in relation to the Listing;
(v) for each director, senior officer of AX1 subsequent to Closing or who will hold more than 10% of the AX1 Common Shares on Closing, a fully completed and properly executed personal Information form in the form required by the Exchange;
(d) do all such acts and things necessary to ensure that all of the representations and warranties of BNI remains true and correct and not do any such act or thing that would render any representation or warranty of BNI untrue or incorrect except as contemplated by this Agreement;
(e) preserve and protect the Assets;
(f) use its reasonable commercial efforts to ensure that the terms of any sale of BNI Shares by any BNI Securityholder undertaken prior to Closing be approved by AX1, acting reasonably;
(g) not, nor shall any of BNI’s Representatives, directly or indirectly solicit, encourage, facilitate, discuss, negotiate or entertain or accept any proposals or offers from, enter into any agreements with, or provide financial, operating or any other non-public information to, any person or group other than AX1 and AX1’s Representatives, with respect to (a) any direct or indirect sale, purchase, or acquisition of its assets or securities (except) by way of a subscription of BNI Shares or the issuance of BNI Shares from treasury); or (b) any similar transaction or other direct or indirect acquisition, business combination, arrangement, merger or takeover bid involving BNI, its subsidiaries, its securities, the securities of its subsidiaries, or their assets;
(i) BNI and BNI’s Representatives shall immediately:
(A) cease and terminate existing discussions, conversations, negotiations and other communications with any persons currently conducted with respect to any of the foregoing, including access to any data rooms (whether electronic or otherwise); and
(B) notify AX1 regarding any contact between BNI or BNI’s Representatives and any person regarding any such offer, proposal or inquiry;
(h) use its reasonable commercial efforts to obtain all BNI Approvals, any consents and waivers and give all notices which are required prior to Closing;
(i) execute all undertakings and comply with all requirements of the applicable securities laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary BNI Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(j) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(k) not incur or commit to incur any additional debt out of the ordinary course of business, except with the prior consent of AX1;
(l) not make any material expenditures out of the ordinary course of business, other than as contemplated herein;
(m) not declare or pay any dividends or distribute any of its properties or Assets to its shareholders;
(n) not enter into any Material Contracts out of the ordinary course of business and shall not enter into or amend or terminate any Material Contracts in relation to the Assets;
(o) not alter or amend its articles or by-laws;
(p) not sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the Assets or any of its other assets; and
(q) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein.
5.3 Each of the BNI Securityholders severally covenants and agrees with AX1 that, prior to the Closing, each BNI Securityholder, as the case may be, shall:
(a) from and including the Effective Date through to and including the Time of Closing, permit Zecoteknot enter into any agreement for the sale, itself and through option, transfer, encumbrance or other disposition of all or any part of its directors, officers, employees and authorized C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.doc agents and representatives (collectively "Zecotek's Representatives"), at its own cost, full access to Equicap's property, books and records including, without limitation, all of the assets, contracts and minute books of Equicap, so as to permit Zecotek's Representatives to make such investigation (the "Zecotek Investigation") of Equicap as it deems necessaryBNI Shares;
(b) use its best efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder on or before the 30th day of November 2004;
(c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the its representations and warranties of Equicap and Photonics remain true and correct and not do any such act or thing that would render any representation of their representations or warranty of Equicap or Photonics untrue or incorrect;
(d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the listing of Equicap; and
(e) incorrect except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Zecotek to do so, Equicap shall arrange for Photonics or its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created contemplated by this Agreement to provide to Zecotek a letter confirming their agreement to be personally bound by these non-disclosure provisions.
3.2 Each of Equicap and Photonics acknowledges to and agrees with Zecotek that the Zecotek Investigation shall in no way limit or otherwise adversely affect the rights of the Zecotek as provided for hereunder in respect of the representations and warranties of Equicap and Photonics contained in this Agreement.
3.3 Zecotek covenants and agrees with Equicap and Photonics that it shall:
(a) from and including the Effective Date through to and including the Time of Closing, permit Equicap, through its directors, officers, employees and authorized agents and representatives (collectively "Equicap's Representatives") at its own cost, full access to Zecotek's books, records and property including, without limitation, all of the Assets, so as to permit Equicap to make such investigation (the "Equicap Investigation") of the Business and Assets as Equicap deems necessary;
(b) on or before the 30th day of November, 2004, provide to Equicap all such further documents, instruments and materials and do all such acts and things as may be required by Equicap to obtain Regulatory Approval;
(c) from execute all undertakings and including comply with all requirements of applicable securities laws, the Effective Date through Exchange and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and including Exchange requirements to the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Zecotek remain true and correct, and not do any such act or thing that would render any representation or warranty of Zecotek untrue or incorrecttransactions contemplated hereby; C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.docand
(d) from execute and including the Effective Date through to do all such further deeds, acts, things and including the Time of Closing, preserve and protect the Business and Assets and, without limiting the generality of the foregoing, carry on the Business in a reasonable and prudent manner;
(e) not negotiate with any other person in respect of a purchase and sale of any part of the Business and Assets; and
(f) except assurances as may be reasonably required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between complete the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Equicap to do so, Zecotek shall arrange for its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Equicap a letter confirming their agreement to be personally bound by these non-disclosure provisionstransactions contemplated herein.
3.4 Zecotek acknowledges to and agrees with Equicap and Photonics that the Equicap Investigation shall in no way limit or otherwise adversely affect the rights of Equicap or Photonics as provided for hereunder in respect of the representations and warranties of Zecotek contained in this Agreement.
Appears in 1 contract
Samples: Security Exchange Agreement
COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 Equicap 6.1 Blox covenants and agrees with Zecotek BCP that it shall:
(a) from and including the Effective Date through to and including the Time of ClosingClosing Date it shall:
(a) permit BCP, permit Zecotek, itself and through its directors, officers, employees and authorized C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.doc agents and representatives (collectively "Zecotek's the “BCP Representatives"), ”) at its BCP’s own cost, full access during normal business hours to Equicap's propertyBlox’s books, books records and records property including, without limitation, all of the assets, material contracts and minute books of EquicapBlox, and any information relating to Blox’s directors or officers, so as to permit Zecotek's Representatives BCP to make such investigation (the "Zecotek “BCP Investigation"”) of Equicap Blox as it BCP deems necessary;
(b) use its best reasonable commercial efforts to complete the Blox Investigation within 30 days of the date that the Blox Representatives receive all required due diligence materials in order to complete the Blox Investigation;
(c) with the cooperation of BCP and the BCP Shareholders, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder on as soon as reasonably possible following receipt of any materials required from BCP pursuant to Section 6.2(a), which efforts will include, among other things:
(i) producing and filing with the Exchange the Filing Statement or before such other form as is required or permitted by the 30th day Exchange in respect of November 2004the Acquisition, with the assistance of BCP;
(cii) producing and filing with the Exchange and the applicable Securities Commissions the disclosure document for the Financing in the form required by applicable Securities Law along with producing the applicable closing documents for the Financing; and
(iii) obtaining the Exchange’s acceptance of the Financing; and the parties acknowledge and agree that Blox will be responsible for the costs associated with the items enumerated in paragraph 6.1(b);
(d) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Equicap and Photonics Blox remain true and correct and not do any such act or thing that would render any representation or warranty of Equicap or Photonics Blox untrue or incorrect;
(de) preserve and protect the Listing;
(f) not solicit or negotiate with any other Person in respect of any offer to buy, or offer to agree to sell, or sell or issue, any of its assets or unissued shares in its capital or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than BCP and in connection with the Financing;
(g) use reasonable commercial efforts to obtain all Blox Approvals, any consents and waivers and give all notices, which are required prior to Closing;
(h) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary Blox Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(i) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(j) not incur or commit to incur any debt other than in the ordinary course of business and for professional fees in connection with the transactions contemplated by this Agreement;
(k) not make any expenditures out of the ordinary course of business, other than as contemplated herein;
(l) not declare or pay any dividends or distribute any of its properties or assets to shareholders;
(m) not enter into or amend or terminate any Material Contracts out of the ordinary course of business, other than in connection with this Agreement or the Financing;
(n) not alter or amend its articles or by-laws;
(o) not redeem, purchase or offer to purchase any of its common shares or other securities;
(p) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein;
(q) the issued and outstanding shares in the capital of Blox will not exceed 120,000,000 common shares; and
(r) the working capital of Blox shall not be less than CDN$300,000.
6.2 BCP covenants and agrees with Blox that from and including the Effective Date through to and including the Time of Closing, preserve and protect the listing of Equicap; and
(e) except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Zecotek to do so, Equicap shall arrange for Photonics or its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Zecotek a letter confirming their agreement to be personally bound by these non-disclosure provisions.
3.2 Each of Equicap and Photonics acknowledges to and agrees with Zecotek that the Zecotek Investigation shall in no way limit or otherwise adversely affect the rights of the Zecotek as provided for hereunder in respect of the representations and warranties of Equicap and Photonics contained in this Agreement.
3.3 Zecotek covenants and agrees with Equicap and Photonics that Closing Date it shall:
(a) from permit Blox, and including the Effective Date through to and including the Time of Closing, permit Equicap, through its directors, officers, employees and their authorized agents and representatives (collectively "Equicap's “Blox’s Representatives") ”), at its Blox’s own cost, full access during normal business hours to Zecotek's BCP’ books, records and property including, without limitation, all of the Assets, material contracts and minute books of BCP and any information relating to BCP and the BCP Subsidiaries’ directors, officers and shareholders, so as to permit Equicap Blox’s Representatives to make such investigation (the "Equicap “Blox Investigation"”) of the Business and Assets BCP as Equicap Blox deems necessary;
(b) on or before use its reasonable commercial efforts to complete the 30th day BCP Investigation within 30 days of November, 2004, the date that the BCP Representatives receive all required due diligence materials in order to complete the BCP Investigation;
(c) use its reasonable commercial efforts to provide to Equicap Blox, at the request of Blox as soon as available, all such further information, documents, instruments and materials and do all such acts and things as may be required by Equicap Blox to obtain Regulatory ApprovalApproval including, but not limited to, providing to Blox:
(i) the BCP Financial Statements in a form acceptable to the Exchange in connection with the Acquisition;
(cii) a comprehensive business plan;
(iii) a detailed cash flow forecast for the eighteen (18) month period following the Closing Date;
(iv) a valuation of the Assets of BCP in a form acceptable to the Exchange in connection with the Acquisition, if such valuation is requested by the Exchange or it is mutually determined by BCP and Blox that it would be beneficial to provide such valuation to the Exchange; and
(v) for each director, senior officer or major shareholder who will hold more than 10% of the Blox Common Shares on Closing, a fully completed and properly executed Personal Information form in the form required by the Exchange;
(d) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Zecotek remain BCP remains true and correct, correct and not do any such act or thing that would render any representation or warranty of Zecotek BCP untrue or incorrect; C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.docincorrect except as contemplated by this Agreement;
(de) preserve and protect the Assets,
(f) use its reasonable commercial efforts to ensure that the terms of any sale of BCP Shares by any BCP Shareholder undertaken prior to Closing be approved by Blox, acting reasonably;
(g) not solicit or negotiate with any other Person in respect of any participation interest or agreement in relation to the Assets, offer to buy, or offer to agree to sell, or sell any Assets or other assets of BCP or the BCP Subsidiaries or any interest therein or issue any shares in the capital of BCP or the BCP Subsidiaries or other securities and shall not allow BCP or the BCP Subsidiaries to merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than Blox;
(h) use its reasonable commercial efforts to obtain all BCP Approvals, any consents and waivers and give all notices which are required prior to Closing;
(i) execute all undertakings and comply with all requirements of the applicable securities laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary BCP Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(j) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(k) not allow BCP to incur or commit to incur any additional debt out of the ordinary course of business (other than professional fees incurred with respect to this Agreement), except with the prior consent of Blox;
(l) not allow BCP to make any material expenditures out of the ordinary course of business, other than as contemplated herein;
(m) not allow BCP to declare or pay any dividends or distribute any of its properties or Assets to its shareholders;
(n) not allow BCP to enter into any material contracts out of the ordinary course of business and shall not enter into or amend or terminate any Material Contracts in relation to the Assets;
(o) not allow BCP to alter or amend its articles or by-laws;
(p) not allow BCP to sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the Assets or any of its other assets out of the ordinary course of business;
(q) not allow BCP to acquire, directly or indirectly, any material assets, including but not limited to securities of other companies, other than as contemplated herein;
(r) BCP will have no more than 50 shareholders, exclusive of shareholders who (i) are in the employment of BCP or an affiliate of BCP, or (ii) were formerly in the employment of BCP or an affiliate of BCP at the time of that employment and who while in that employment were, and have continued after that employment to be, shareholders of BCP; and
(s) the issued and outstanding common shares of BCP will not exceed 260,000,000;
6.3 Each of the BCP Shareholders severally covenants and agrees with Blox that, prior to the Closing, such BCP Shareholder, as the case may be, shall:
(a) from and including the Effective Date through to and including the Time of Closing, preserve and protect not enter into any agreement for the Business and Assets andsale, without limiting the generality option, transfer, encumbrance or other disposition of the foregoing, carry on the Business in a reasonable and prudent mannerall or any part of its BCP Shares;
(eb) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of its representations and warranties remain true and correct and not negotiate do any such act or thing that would render any of their representations or warranty untrue or incorrect except as contemplated by this Agreement;
(c) execute all undertakings and comply with all requirements of the applicable securities laws, the Exchange and any other person in respect of a purchase Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and sale of any part of Exchange requirements to the Business and Assetstransactions contemplated hereby; and
(fd) except execute and do all such further deeds, acts, things and assurances as may be reasonably required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between complete the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Equicap to do so, Zecotek shall arrange for its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Equicap a letter confirming their agreement to be personally bound by these non-disclosure provisionstransactions contemplated herein.
3.4 Zecotek acknowledges to and agrees with Equicap and Photonics that the Equicap Investigation shall in no way limit or otherwise adversely affect the rights of Equicap or Photonics as provided for hereunder in respect of the representations and warranties of Zecotek contained in this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement
COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 Equicap 5.1 EXU covenants and agrees with Zecotek BSS that from and including the Effective Date through to and including the Closing Date it shall:
(a) permit BSS, through its directors, officers, employees and authorized agents and representatives (collectively the “BSS Representatives”) at BSS’s own cost, full access during normal business hours to EXU’s books, records and property including, without limitation, all of the assets, material contracts and minute books of EXU, and any Information relating to EXU’s directors or officers, so as to permit BSS to make such investigation (the “BSS Investigation”) of EXU as BSS deems necessary;
(b) use its reasonable commercial efforts to complete the EXU Investigation (as such term is defined in Section 5.2(a)) within 30 days of the date that the EXU Representatives (as such term is defined in Section 5.2(a)) receive all required due diligence materials in order to complete the EXU Investigation;
(c) with the cooperation of BSS and the BSS Shareholders, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder as soon as reasonably possible following receipt of any materials required from BSS pursuant to Section 5.2(a), which efforts will include, among other things:
(i) producing and filing with the Exchange an information circular and Listing Statement, or such other form as is required or permitted by the Exchange in respect of the Acquisition, with the assistance of BSS;
(ii) producing and filing with the Exchange and the applicable Securities Commissions all forms required by applicable Securities Law, along with producing the applicable closing documents, for the Financing;
(iii) obtaining the Exchange’s acceptance of the Financing; and the parties acknowledge and agree that EXU will be responsible for the costs associated with the items enumerated in paragraphs 6.1(b) and (c);
(d) do all such acts and things necessary to ensure that all of the representations and warranties of EXU remain true and correct and not do any such act or thing that would render any representation or warranty of EXU untrue or incorrect;
(e) preserve and protect the Listing;
(f) not solicit or negotiate with any other Person in respect of any offer to buy, or offer to agree to sell, or sell or issue, any of its assets or unissued shares in its capital or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than BSS and in connection with the Financing;
(g) use reasonable commercial efforts to obtain all EXU Approvals, any consents and waivers and give all notices, which are required prior to Closing;
(h) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary EXU Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(i) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(j) not incur or commit to incur any debt other than in the ordinary course of business and for professional fees in connection with the transactions contemplated by this Agreement;
(k) not make any expenditures out of the ordinary course of business, other than as contemplated herein;
(l) not declare or pay any dividends or distribute any of its properties or assets to shareholders;
(m) not enter into or amend or terminate any Material Contracts out of the ordinary course of business, other than in connection with this Agreement or the Financing;
(n) not alter or amend its articles or by-laws;
(o) not redeem, purchase or offer to purchase any of its common shares or other securities;
(p) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein.
5.2 BSS covenants and agrees with EXU that from and including the Effective Date through to and including the Closing Date it shall:
(a) permit EXU, and its authorized agents and representatives (collectively “EXU’s Representatives”), at EXU’s own cost, full access during normal business hours to BSS’ books, records and property including, without limitation, all of the Assets, material contracts and minute books of BSS and any Information relating to BSS, and its directors, officers and BSS Shareholders, so as to permit EXU’s Representatives to make such investigation (the “EXU Investigation”) of BSS as EXU deems necessary;
(b) use its reasonable commercial efforts to complete the BSS Investigation within 30 days of the date that the BSS Representatives receive all required due diligence materials in order to complete the BSS Investigation;
(c) use its reasonable commercial efforts to provide to EXU, at the request of EXU as soon as available, all such further Information, documents, instruments and materials and do all such acts and things as may be required by EXU to obtain Regulatory Approval including, but not limited to, providing to EXU:
(i) the BSS Financial Statements in a form acceptable to the Exchange in connection with the Acquisition;
(ii) a valuation of the Assets of BSS in a form acceptable to the Exchange in connection with the Acquisition, if such valuation is requested by the Exchange or it is mutually determined by BSS and EXU that it would be beneficially to provide such valuation to the Exchange; and
(iii) for each director, senior officer of EXU subsequent to Closing or who will hold more than 10% of the EXU Common Shares on Closing, a fully completed and properly executed personal Information form in the form required by the Exchange;
(d) do all such acts and things necessary to ensure that all of the representations and warranties of BSS remains true and correct and not do any such act or thing that would render any representation or warranty of BSS untrue or incorrect except as contemplated by this Agreement;
(e) preserve and protect the Assets,
(f) use its reasonable commercial efforts to ensure that the terms of any sale of BSS Shares by any BSS Shareholder undertaken prior to Closing be approved by EXU, acting reasonably;
(g) not solicit or negotiate with any other Person in respect of any participation interest or agreement in relation to the Assets, offer to buy, or offer to agree to sell, or sell any Assets or other assets of BSS or any interest therein or issue any shares in the capital of BSS or other securities and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than EXU;
(h) use its reasonable commercial efforts to obtain all BSS Approvals, any consents and waivers and give all notices which are required prior to Closing;
(i) execute all undertakings and comply with all requirements of the applicable securities laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary BSS Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(j) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(k) not incur or commit to incur any additional debt out of the ordinary course of business, except with the prior consent of EXU;
(l) not make any material expenditures out of the ordinary course of business, other than as contemplated herein;
(m) not declare or pay any dividends or distribute any of its properties or Assets to its shareholders;
(n) not enter into any Material Contracts out of the ordinary course of business and shall not enter into or amend or terminate any Material Contracts in relation to the Assets;
(o) not alter or amend its articles or by-laws;
(p) not sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the Assets or any of its other assets; and
(q) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein.
5.3 Each of the BSS Shareholders severally covenants and agrees with EXU that, prior to the Closing, such BSS Shareholder, as the case may be, shall:
(a) from and including the Effective Date through to and including the Time of Closing, permit Zecoteknot enter into any agreement for the sale, itself and through option, transfer, encumbrance or other disposition of all or any part of its directors, officers, employees and authorized C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.doc agents and representatives (collectively "Zecotek's Representatives"), at its own cost, full access to Equicap's property, books and records including, without limitation, all of the assets, contracts and minute books of Equicap, so as to permit Zecotek's Representatives to make such investigation (the "Zecotek Investigation") of Equicap as it deems necessaryBSS Shares;
(b) use its best efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder on or before the 30th day of November 2004;
(c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the its representations and warranties of Equicap and Photonics remain true and correct and not do any such act or thing that would render any representation of their representations or warranty of Equicap or Photonics untrue or incorrect;
(d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the listing of Equicap; and
(e) incorrect except as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Zecotek to do so, Equicap shall arrange for Photonics or its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created contemplated by this Agreement to provide to Zecotek a letter confirming their agreement to be personally bound by these non-disclosure provisions.
3.2 Each of Equicap and Photonics acknowledges to and agrees with Zecotek that the Zecotek Investigation shall in no way limit or otherwise adversely affect the rights of the Zecotek as provided for hereunder in respect of the representations and warranties of Equicap and Photonics contained in this Agreement.
3.3 Zecotek covenants and agrees with Equicap and Photonics that it shall:
(a) from and including the Effective Date through to and including the Time of Closing, permit Equicap, through its directors, officers, employees and authorized agents and representatives (collectively "Equicap's Representatives") at its own cost, full access to Zecotek's books, records and property including, without limitation, all of the Assets, so as to permit Equicap to make such investigation (the "Equicap Investigation") of the Business and Assets as Equicap deems necessary;
(b) on or before the 30th day of November, 2004, provide to Equicap all such further documents, instruments and materials and do all such acts and things as may be required by Equicap to obtain Regulatory Approval;
(c) from execute all undertakings and including comply with all requirements of applicable securities laws, the Effective Date through Exchange and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and including Exchange requirements to the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Zecotek remain true and correct, and not do any such act or thing that would render any representation or warranty of Zecotek untrue or incorrecttransactions contemplated hereby; C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.docand
(d) from execute and including the Effective Date through to do all such further deeds, acts, things and including the Time of Closing, preserve and protect the Business and Assets and, without limiting the generality of the foregoing, carry on the Business in a reasonable and prudent manner;
(e) not negotiate with any other person in respect of a purchase and sale of any part of the Business and Assets; and
(f) except assurances as may be reasonably required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between complete the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Equicap to do so, Zecotek shall arrange for its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Equicap a letter confirming their agreement to be personally bound by these non-disclosure provisionstransactions contemplated herein.
3.4 Zecotek acknowledges to and agrees with Equicap and Photonics that the Equicap Investigation shall in no way limit or otherwise adversely affect the rights of Equicap or Photonics as provided for hereunder in respect of the representations and warranties of Zecotek contained in this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement
COVENANTS, AGREEMENTS AND ACKNOWLEDGEMENTS. 3.1 Equicap 6.1 NEL covenants and agrees with Zecotek YDY that from and including the Effective Date through to and including the Closing Date it shall:
(a) permit YDY, through its directors, officers, employees and authorized agents and representatives (collectively the “YDY Representatives”) at YDY’s own cost, full access during normal business hours to NEL’s books, records and property including, without limitation, all of the assets, material contracts and minute books of NEL, and any Information relating to NEL’s directors or officers, so as to permit YDY to make such investigation (the “YDY Investigation”) of NEL as YDY deems necessary;
(b) use its reasonable commercial efforts to complete the NEL Investigation (as such term is defined in Section 6.2(a)) within 30 days of the date that the NEL Representatives (as such term is defined in Section 6.2(a)) receive all required due diligence materials in order to complete the NEL Investigation;
(c) with the cooperation of YDY and the YDY Shareholders, use commercially reasonable efforts to obtain Regulatory Approval for this Agreement and the transactions contemplated hereunder as soon as reasonably possible following receipt of any materials required from YDY pursuant to Section 6.2(a), which efforts will include, among other things:
(i) producing and filing with the Exchange the Filing Statement or such other form as is required or permitted by the Exchange in respect of the Acquisition, with the assistance of YDY;
(ii) producing and filing with the Exchange and the applicable Securities Commissions the disclosure document for the Financing in the form required by applicable Securities Law along with producing the applicable closing documents for the Financing; and
(iii) obtaining the Exchange’s acceptance of the Financing; and the parties acknowledge and agree that NEL will be responsible for the costs associated with the items enumerated in paragraphs (b) and (c);
(d) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of NEL remain true and correct and not do any such act or thing that would render any representation or warranty of NEL untrue or incorrect;
(e) preserve and protect the Listing;
(f) complete the Consolidation;
(g) not solicit or negotiate with any other Person in respect of any offer to buy, or offer to agree to sell, or sell or issue, any of its assets or unissued shares in its capital or any interest therein and shall not merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than YDY and in connection with the Financing;
(h) use reasonable commercial efforts to obtain all NEL Approvals, any consents and waivers and give all notices, which are required prior to Closing;
(i) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary NEL Approvals and Regulatory Approval under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(j) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(k) not incur or commit to incur any debt other than in the ordinary course of business and for professional fees in connection with the transactions contemplated by this Agreement;
(l) not make any expenditures out of the ordinary course of business, other than as contemplated herein;
(m) not declare or pay any dividends or distribute any of its properties or assets to shareholders;
(n) not enter into or amend or terminate any Material Contracts out of the ordinary course of business, other than in connection with this Agreement or the Financing;
(o) not alter or amend its articles or by-laws;
(p) not redeem, purchase or offer to purchase any of its common shares or other securities; and
(q) not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as contemplated herein.
6.2 YDY covenants and agrees with NEL that from and including the Effective Date through to and including the Closing Date it shall:
(a) permit ZecotekNEL, itself and through its directors, officers, employees and their authorized C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.doc agents and representatives (collectively "Zecotek's “NEL’s Representatives"”), at its NEL’s own cost, full access during normal business hours to Equicap's propertyYDY’ books, books records and records property including, without limitation, all of the assetsAssets, contracts Material Contracts and minute books of EquicapYDY and any Information relating to YDY and the YDY Subsidiaries’ directors, officers and shareholders, so as to permit Zecotek's NEL’s Representatives to make such investigation (the "Zecotek “NEL Investigation"”) of Equicap YDY as it NEL deems necessary;
(b) use its best reasonable commercial efforts to provide to NEL, at the request of NEL as soon as available, all such further Information, documents, instruments and materials and do all such acts and things as may be required by NEL to obtain Regulatory Approval including, but not limited to, providing to NEL:
(i) the YDY Financial Statements in a form acceptable to the Exchange in connection with the Acquisition;
(ii) a valuation of the Assets of YDY in a form acceptable to the Exchange in connection with the Acquisition, if such valuation is requested by the Exchange or it is mutually determined by YDY and NEL that it would be beneficial to provide such valuation to the Exchange; and
(iii) for this Agreement each director, senior officer or major shareholder who will hold more than 10% of the NEL Common Shares on Closing, a fully completed and properly executed personal Information form in the transactions contemplated hereunder on or before form required by the 30th day of November 2004Exchange;
(c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the representations and warranties of Equicap and Photonics remain YDY remains true and correct and not do any such act or thing that would render any representation or warranty of Equicap or Photonics YDY untrue or incorrectincorrect except as contemplated by this Agreement or previously approved by NEL in writing;
(d) from and including the Effective Date through to and including the Time of Closing, preserve and protect the listing Assets;
(e) use its reasonable commercial efforts to ensure that the terms of Equicapany sale of YDY Shares by any YDY Shareholder undertaken prior to Closing be approved by NEL, acting reasonably, it being acknowledged by NEL that pursuant to the articles of association of YDY, YDY Shareholders are entitled to sell their YDY Shares without the consent of YDY or the consent of the other YDY Shareholders;
(f) not solicit or negotiate with any other Person in respect of any participation interest or agreement in relation to the Assets, offer to buy, or offer to agree to sell, or sell any Assets or other assets of YDY or the YDY Subsidiaries or any interest therein or issue any shares in the capital of YDY or the YDY Subsidiaries or other securities and shall not allow YDY or the YDY Subsidiaries to merge or enter into a business combination with or solicit or negotiate any offer to merge or enter into a business combination with or into any corporation or entity other than NEL;
(g) not sell any additional YDY Shares or any securities in YDY, without the written consent of NEL and without the registered holder of such additional YDY Shares completing the YDY Shareholder Consent Agreement, in the form hereto attached as Schedule S;
(h) use its reasonable commercial efforts to obtain all YDY Approvals, any consents and waivers and give all notices which are required prior to Closing;
(i) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange, the Securities Commissions and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary YDY Approvals and Regulatory Approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby;
(j) execute and do all such further deeds, acts, things and assurances as may be reasonably required to complete the transactions contemplated herein;
(k) not incur or commit to incur any additional debt out of the ordinary course of business and professional fees incurred with respect to this Agreement, except with the prior consent of NEL;
(l) not make any material expenditures out of the ordinary course of business, other than as contemplated herein, or with the prior written consent of NEL;
(m) not declare or pay any dividends or distribute any of its properties or Assets to its shareholders;
(n) not enter into any Material Contracts out of the ordinary course of business and shall not enter into or amend or terminate any Material Contracts in relation to the Assets;
(o) not alter or amend its articles of association or by-laws;
(p) not sell, pledge, lease, dispose of, grant any interest in, encumber or agree to sell, pledge, lease, dispose of, grant any interest in or encumber the Assets or any of its other assets without the prior written consent of NEL; and
(eq) except not acquire, directly or indirectly, any assets, including but not limited to securities of other companies, other than as may be required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between the parties includingcontemplated herein, without limitation, all information communicated therein and all the prior written and printed materials consent of any kind whatsoever exchanged between them and, if requested by Zecotek to do so, Equicap shall arrange for Photonics or its directors, officers, employees, authorized agents and representatives that are or that may become aware NEL.
6.3 Each of the relationship between the parties created by this Agreement to provide to Zecotek a letter confirming their agreement to be personally bound by these non-disclosure provisions.
3.2 Each of Equicap and Photonics acknowledges to and agrees with Zecotek that the Zecotek Investigation shall in no way limit or otherwise adversely affect the rights of the Zecotek as provided for hereunder in respect of the representations and warranties of Equicap and Photonics contained in this Agreement.
3.3 Zecotek YDY Shareholders severally covenants and agrees with Equicap and Photonics that it NEL that, prior to the Closing, such YDY Shareholder, as the case may be, shall:
(a) from and including the Effective Date through to and including the Time of Closing, permit Equicapnot enter into any agreement for the sale, through option, transfer, encumbrance or other disposition of all or any part of its directors, officers, employees and authorized agents and representatives (collectively "Equicap's Representatives") at its own cost, full access to Zecotek's books, records and property includingYDY Shares, without limitation, all the prior written consent of the Assets, so as to permit Equicap to make such investigation (the "Equicap Investigation") of the Business and Assets as Equicap deems necessaryNEL;
(b) on or before the 30th day of November, 2004, provide to Equicap all such further documents, instruments and materials and do all such acts and things as may be required by Equicap to obtain Regulatory Approval;
(c) from and including the Effective Date through to and including the Time of Closing, do all such acts and things necessary to ensure that all of the its representations and warranties of Zecotek remain true and correct, correct and not do any such act or thing that would render any representation of their representations or warranty of Zecotek warranties untrue or incorrectincorrect except as contemplated by this Agreement;
(c) execute all undertakings and comply with all requirements of the applicable Securities Laws, the Exchange and any other Persons or governmental or regulatory authorities, which may be necessary or reasonable to obtain the necessary approvals under Applicable Laws and Exchange requirements to the transactions contemplated hereby; C:\Documents and Settings\Xxxxxxx Xxxxx\Local Settings\Temporary Internet Files\OLK23\6482 AGMT Amended and Restated Asset Purchase.docand
(d) from execute and including the Effective Date through to do all such further deeds, acts, things and including the Time of Closing, preserve and protect the Business and Assets and, without limiting the generality of the foregoing, carry on the Business in a reasonable and prudent manner;
(e) not negotiate with any other person in respect of a purchase and sale of any part of the Business and Assets; and
(f) except assurances as may be reasonably required by a stock exchange or other trading facility or by any rule, regulation or law of any kind whatsoever which is applicable to it, while this Agreement is in effect and for a period of one year thereafter, keep confidential all discussions and communications between complete the parties including, without limitation, all information communicated therein and all written and printed materials of any kind whatsoever exchanged between them and, if requested by Equicap to do so, Zecotek shall arrange for its directors, officers, employees, authorized agents and representatives that are or that may become aware of the relationship between the parties created by this Agreement to provide to Equicap a letter confirming their agreement to be personally bound by these non-disclosure provisionstransactions contemplated herein.
3.4 Zecotek acknowledges to and agrees with Equicap and Photonics that the Equicap Investigation shall in no way limit or otherwise adversely affect the rights of Equicap or Photonics as provided for hereunder in respect of the representations and warranties of Zecotek contained in this Agreement.
Appears in 1 contract
Samples: Share Exchange Agreement
