Covenants of the Parties Prior to Closing. 7.1 Legal, Environmental and Accounting Diligence. Until the Closing Date, VCP agrees and shall give reasonable access for Xxxxxxxx and its representatives to continue its due diligence audit of the Business, which shall be limited to (i) the Business Employees, (ii) the accounting books and records relating to the Business as well as corporate documents of Newco and the Contracts, (iii) the Owned Real Estate to be transferred to Newco, and (iv) a technical environmental due diligence of the Business premises including, but not limited to, the existence of any soil or water contamination.
Covenants of the Parties Prior to Closing. Each of the parties ----------------------------------------- shall use all reasonable efforts to do all things necessary to fulfill the conditions set forth in Articles 2 and 3 herein, and take all actions necessary ---------- - to comply with the applicable federal and state securities laws in connection with the purchase and sale of the Purchased Shares and the issuance of the Notes.
Covenants of the Parties Prior to Closing. The Company and the ----------------------------------------------- Purchasers hereby covenant to and agree with the other that between the date hereof and the Closing:
(a) Full access shall be given to the other and its or their authorized representatives, during reasonable business hours, in such a manner as not unduly to disrupt normal business activities, to any and all of the premises, properties, contracts, books, records and affairs of the Company or Arrowhead, as the case may be, and any and all data and information pertaining to its business that the other may from time to time reasonably require shall be promptly be provided to the requesting party. Unless and until the transactions contemplated by this Agreement have been consummated, each party and its or their representatives shall hold in confidence all information so obtained and if the transactions contemplated hereby are not consummated will return all documents hereinabove referred to and obtained therefrom. Such obligation of confidentiality shall not extend to any information which as shown to have been previously (i) known to the party receiving it (ii) generally known to others engaged in the trade or business of the Company or Arrowhead, as the case may be, (iii) part of public knowledge or literature, or (iv) lawfully received from a third party.
(b) All necessary actions shall be taken to cause the Company and Arrowhead, respectively, to maintain in full force and effect its corporate existence, rights, franchises and good standing, and, except as contemplated in Sections 5(c) and 5(h) below, shall not cause or permit to be made any change in the charter documents of the Company or Arrowhead, as the case may be.
(c) All necessary or desirable and appropriate actions shall be taken by the Company to effectuate a 1-for-65 "reverse" split of both the Common Stock and the Company's Series B Preferred Stock, such that the number of shares of Common Stock outstanding immediately following this reverse split would be reduced to a total of 388,862 shares of Common Stock, including 81,170 shares of Common Stock that would be owned by the holders of the currently outstanding Common Stock and 307,692 shares of Common Stock that would be owned by the holders of the currently outstanding Company's Series A Preferred Stock;
(d) All necessary or desirable and appropriate actions shall be taken by the Company to cause all but $150,000 of the indebtedness of the Company to be compromised, cancelled...
Covenants of the Parties Prior to Closing. 6.1 Operation of the Transferred Assets Pending the Closing
6.2 Efforts to fulfill conditions precedent 6.3 Litigation
Covenants of the Parties Prior to Closing. 6.1 Operation of the Transferred Assets Pending the Closing
6.1.1 Except as otherwise contemplated by this Agreement or with the prior written consent of the Purchaser, during the period from the Execution Date until the Closing Date, the Seller covenants and agrees that the Seller shall, and shall (as the case may be) cause its Affiliates to operate the Transferred Assets in the ordinary course of business, consistent in all material respects with past practice and in compliance in all material respects with applicable Laws, provided that with respect to the manufacture of the Product, Seller's sole obligation is to use reasonable efforts to manufacture one lot of [***] Inventory.
Covenants of the Parties Prior to Closing i. Section 6.1(a)(iv) of the Share Exchange Agreement is hereby deleted in its entirety and the following is inserted in its place: “make any capital expenditures, other than from funds received in the Subsequent Company Private Placement, in excess of (A) $1,000,000 per month in the aggregate, solely related to the Exchange and Custody platform as set forth in the Company’s financial projections provided to Purchaser (the “Company Platform”), and (B) $500,000 (individually or in the aggregate) outside of the Company Platform;”
ii. Section 6.1(a)(xvii) of the Share Exchange Agreement is hereby amended to insert “or the Subsequent Company Private Placement” immediately following the reference to “Company Private Placement”.
iii. Article VI of the Share Exchange Agreement is hereby amended by adding the following as a new Section 6.16 through Section 6.20:
Covenants of the Parties Prior to Closing. During the period from the date of this Agreement and continuing until the Closing or earlier termination of this Agreement:
Covenants of the Parties Prior to Closing. DATE 5.1 Conduct of Business . From the date hereof through the Closing Date, except as contemplated by this Agreement or disclosed on Schedule 5.1, Seller agrees: (a) Not to undertake (nor permit to be undertaken) any of the actions specified in Section 3.7; (b) To operate the Business in a reasonable and prudent manner, to conduct Seller's operations in respect to the Business according to the ordinary and usual course consistent with past practice, to preserve intact in respect to the Business Seller's present business organization and structure, to keep available in respect to the Business the services of Seller's present employees, to use reasonable commercial efforts to preserve and maintain the Purchased Assets (including without limitation, the machinery and equipment included in the Purchased Assets) in the condition they were in on November 19, 2003 (ordinary wear and tear excepted), to preserve Seller's rights to be assigned to Purchaser hereunder, and to use best efforts to preserve in respect to the Business Seller's relationships with and retain all suppliers, independent contractors, employees and other Persons material to the operation of such Business; (
Covenants of the Parties Prior to Closing. 5. 1Access. From and after the Prior Agreement Date until the Closing or the earlier termination of this Agreement (the “Interim Period”), the Company Entities shall (a) provide the Buyer and its Representatives reasonable access to books, records, properties and persons (including Representatives) of the Company Entities; provided, however, that such access shall be subject to prior reasonable approval by the Company and no such inspection shall take place and no employees or physicians associated with the Company Entities or the Businesses shall be contacted by the Buyer or any of its Affiliates or Representatives without first coordinating such inspection or contact in writing with the Company. Except as otherwise set forth in this Agreement, all disclosures of information shall be consistent with joint defense agreements and the Buyer shall, and shall cause its Representatives to, abide by the terms of the applicable Confidentiality Agreement with respect to any access or information provided pursuant to this Section 5.1. The Buyer and the Buyer’s Representatives right of access shall be exercised during normal business hours and in such a manner as not to interfere unreasonably with the operations of the Company Entities and to be in compliance with applicable Laws. Nothing herein shall require a Company Entity to furnish to the Buyer or provide the Buyer with access to information that legal counsel for a Company Entity reasonably concludes may give rise to antitrust or competition Law issues or that is subject to attorney-client privilege.
Covenants of the Parties Prior to Closing
