Common use of Covenants Pending Closing Clause in Contracts

Covenants Pending Closing. Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

Appears in 2 contracts

Samples: Securities Purchase Agreement (Micro Therapeutics Inc), Securities Purchase Agreement (Micro Investment LLC)

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Covenants Pending Closing. Pending either the Closing, neither the ------------------------- Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit nor any of its Subsidiaries toSubsidiary will, without the Investor's Purchasers' prior written consent, take any action which would result in any of the representations or warranties contained made by the Company in this Agreement not being true in any material respect at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise notify the Investor Purchasers of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance. The giving of such notice shall not relieve the Company of any liability or the failure of any condition to the obligations of the Purchasers hereunder.

Appears in 2 contracts

Samples: Purchase Agreement (Ifx Corp), Purchase Agreement (Ifx Corp)

Covenants Pending Closing. Pending either the Closing, neither the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit nor any of its Subsidiaries toSubsidiary will, without the Investor's Purchasers' prior written consent, take any action which would result in any of the representations or warranties contained made by the Company in this Agreement not being true in any material respect at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise notify the Investor Purchasers of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance. The giving of such notice shall not relieve the Company of any liability or the failure of any condition to the obligations of the Purchasers hereunder.

Appears in 2 contracts

Samples: Purchase Agreement (Ifx Corp), Purchase Agreement (Ifx Corp)

Covenants Pending Closing. Pending either the Closing, neither the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit nor any of its Subsidiaries toSubsidiary will, without the Investor's Purchasers' prior written consent, take any action which would result in any of the representations or warranties contained made by the Company in this Agreement not being true in any material respect at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise notify the Investor Purchasers of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance.

Appears in 1 contract

Samples: Purchase Agreement (Ubs Capital Americas Iii Lp)

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Covenants Pending Closing. Pending either the Closing, neither ------------------------- the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit nor any of its Subsidiaries toSubsidiary will, without the Investor's Purchasers' prior written consent, take any action which would result in any of the representations or warranties contained made by the Company in this Agreement not being true in any material respect at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise notify the Investor Purchasers of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties in any material respect or which has the effect of rendering any of such covenants incapable of performance. The giving of such notice shall not relieve the Company of any liability or the failure of any condition to the obligations of the Purchasers hereunder.

Appears in 1 contract

Samples: Series C Convertible Preferred Stock Purchase Agreement (Ifx Corp)

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