Common use of Covenants of PRCO Clause in Contracts

Covenants of PRCO. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, PRCO shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of PRCO, keep available the services of the current officers, employees and agents of PRCO, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with PRCO; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the Company and PRCO Debenture Holder; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the Company and PRCO Debenture Holder; v. not incur any indebtedness for money borrowed or issue and debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a 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; vii. not do any other act which would cause representation or warranty of PRCO 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; viii. report periodically to the Company and the PRCO Debenture Holder concerning the status of the business and operations of PRCO; and ix. confer with the Company and the PRCO Debenture Holder concerning operational matters of a material nature. (b) Proposals; Other Offers. Commencing on the date of execution of this Agreement through the Post-Closing Date, PRCO shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of its business. PRCO shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to PRCO or afford access to any of the books, records or other properties of PRCO to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the PRCO's business.

Covenants of PRCO. (a) Conduct of Business. Between the date hereof and up to and including the Post-Closing Date, PRCO shall: i. conduct its business only in the Ordinary Course of Business; ii. use its commercially reasonable efforts to preserve intact the current business organization of PRCO, keep available the services of the current officers, employees and agents of PRCO, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with PRCO; iii. not pay, incur or declare any dividends or distributions with respect to its stockholders or amend its Certificate of Incorporation or By-Laws, without the prior written consent of the Company and PRCO Debenture HolderHolders; iv. not authorize, issue, sell, purchase or redeem any shares of its capital stock or any options or other rights to acquire ownerships interests without the prior written consent of the Company and PRCO Debenture HolderHolders except as may be required by pre-existing commitments disclosed herein or upon the exercise of options or warrants outstanding as of the date hereof; v. not incur any indebtedness for money borrowed or issue and debt securities, or incur or suffer to be incurred any liability or obligation of any nature whatsoever, or cause or permit any material lien, encumbrance or security interest to be created or arise on or in respect of any material portion of its properties or assets; vi. not make any investment of a 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; vii. not do any other act which would cause representation or warranty of PRCO 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; viii. report periodically to the Company and the PRCO Debenture Holder Holders concerning the status of the business and operations of PRCO; and ix. confer with the Company and the PRCO Debenture Holder Holders concerning operational matters of a material nature. (b) Proposals; Other Offers. Commencing on the date of execution of this Agreement through the Post-Closing Date, PRCO shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise), solicit or encourage any inquiries or proposals, engage in negotiations for or consent to or enter into any agreement providing for the acquisition of its business. PRCO shall not, directly or indirectly (whether through an employee, a representative, an agent or otherwise) disclose any nonpublic information relating to PRCO or afford access to any of the books, records or other properties of PRCO to any person or entity that is considering, has considered or is making any such acquisition inquiry or proposal relating to the PRCO's business.