Common use of Executory Period Covenants Clause in Contracts

Executory Period Covenants. (a) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, the Company shall permit each Series A-1 Investor, or any representative thereof, to (i) visit and inspect the properties of the Group Companies, (ii) inspect the books of account, records, ledgers, and other documents and data of the Group Companies, (iii) discuss the business, affairs, finances and accounts of the Group Companies with officers and employees of the Group Companies, and (iv) review such other information as such Series A-1 Investor may reasonably request, in such a manner so as not to unreasonably interfere with the Group Companies’ normal operations. (b) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, (i) none of the Warrantors and the Company, without the prior written consent of the Majority Series A-1 Investor, shall take any action which (A) would render any of the representations or warranties made by the Warrantors or the Company in this Agreement untrue in any material respect if given with reference to the facts and circumstances then existing or (B) would result in any of the covenants contained in this Agreement becoming incapable of performance, and (ii) the Company and the Warrantors shall give the Series A-1 Investors notice of any event, condition or circumstance occurring prior to the Closing Date that would constitute a breach of any representation or warranty of the Company or the Warrantors, as applicable, if such representation or warranty were made as at any date from the date hereof until the Closing Date, or that would constitute a breach of any terms and conditions contained in this Agreement, as soon as practicable after becoming aware thereof. (c) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, the Company and Warrantors shall give prompt written notice to the Series A-1 Investors of: (I) any written notice or other written communication from any Person or Governmental Authority alleging that the consent, Governmental Order, approval, authorization or other action of, or any filing with or notice to or other action with respect to such Person or Governmental Authority is or may be required but not obtained in connection with the transactions contemplated by any Transaction Document and (II) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by any Transaction Document. No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder. (d) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, except for the actions taken pursuant to the Transaction Documents, or as the Majority Series A-1 Investor otherwise approves in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Company and the Warrantors agree (and shall procure the Principal, the Ordinary Shareholder and other Group Companies) not to, directly or indirectly, (i) discuss the sale of any Equity Securities of, or any other debt financing transaction of, any Group Company with any third party, (ii) provide any information with respect to any Group Company to a third party in connection with a potential investment by such third party in the Equity Securities of, or any other debt financing transaction of, any Group Company, or (iii) close any equity or debt financing transaction of any Group Company with any third party. For the avoidance of any doubt, this Section 6.2(d) shall not be applicable in the event (but only to the extent) that (i) any Series A-1 Investor has elected not to purchase any of its Series A-1 Subscription Shares on the Closing Date, (ii) there is reasonable indication that any Series A-1 Investor is unwilling or unable to purchase any of its Series A-1 Subscription Shares on the Closing Date, (iii) any lender under the Facility Documents has elected not to provide all or any portion of the principal amount of the facility under the Facility Documents, (iv) there is reasonable indication that any lender under the Facility Documents is unwilling or unable to provide all or any portion of the principal amount of the facility under the Facility Documents, or (v) the Principal elects not to consummate the debt financing transaction at his sole discretion. (e) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, the Company and the Warrantors shall use their reasonable best efforts to cause each Group Company to conduct its business and operations in the ordinary course of business consistent with past practice, and except for the actions taken pursuant to the Transaction Documents or as required under the applicable Laws or in the ordinary course of business of the Group Companies consistent with past practice, or as the Majority Series A-1 Investor otherwise approves in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Company shall not (and the Company and the Warrantors shall not permit any of the Group Companies to) (i) waive, release or assign any material right or claim or settle, compromise or concede any material litigation, arbitration, mediation or any other material dispute resolution procedures; (ii) take any action that would reasonably be expected to materially impair the value of the Group Companies, (iii) sell, purchase, assign, lease, transfer, pledge, encumber or otherwise dispose of any material asset of the Group Companies, (iv) increase, reduce or cancel the authorized or issued Equity Securities of any Group Company or issue, allot, purchase, redeem or convert any Equity Securities of any Group Company, undertake any recapitalization or similar transaction or do any act which has the effect of diluting or reducing the effective shareholding of the Series A-1 Investors in any Group Company, (v) declare, issue, make, or pay any dividend or other distribution with respect to any Equity Security of any Group Company, (vi) incur any material indebtedness for borrowed money or capital lease commitments or assume or guarantee any material indebtedness of any Person; (vii) take any action or do anything which would require the consent of the Majority Preferred Holders or at least three (3) Approving Persons pursuant to the Shareholders Agreement had the Closing occurred, or (viii) authorize, approve or agree to any of the foregoing. (f) In respect of the restructuring contemplated under the Restructuring Agreement, subject to the terms and conditions of this Agreement, the Warrantors and the Company shall take, or cause to be taken, all actions contemplated under the Restructuring Agreement for each of them to take, and shall use their best efforts to cause to be done, all things necessary, proper or advisable under the Law to consummate the Pre-Closing Restructuring Steps as soon as practicable.

Executory Period Covenants. (a) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, the Company shall permit each Series A-1 Investor, or any representative thereof, to (i) visit and inspect the properties of the Group Companies, (ii) inspect the books of account, records, ledgers, and other documents and data of the Group Companies, (iii) discuss the business, affairs, finances and accounts of the Group Companies with officers and employees of the Group Companies, and (iv) review such other information as such Series A-1 Investor may reasonably request, in such a manner so as not to unreasonably interfere with the Group Companies’ normal operations. (b) At all times during the period commencing from the Effective Execution Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, (i) none of the Warrantors and the CompanyWarrantors, without the prior written consent of the Majority each Series A-1 B Investor, shall take any action which (A) would render any of the representations or warranties made by the Warrantors or the Company in this Agreement untrue in any material respect if given with reference to the facts and circumstances then existing or (B) would result in any of the covenants contained in this Agreement becoming incapable of performance, and (ii) the Company and the Warrantors shall give the each Series A-1 Investors B Investor notice of any event, condition or circumstance occurring prior to the Closing Date that would constitute a breach of any representation or warranty of the Company or the any Warrantors, as applicable, if such representation or warranty were made as at any date from the date hereof Execution Date until the Closing Date, or that would constitute a breach of any terms and conditions contained in this Agreement, as soon as practicable after becoming aware thereof. (cb) At all times during the period commencing from the Effective Execution Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, the Company and Warrantors shall give prompt written notice to the unless each Series A-1 Investors of: (I) any written notice or other written communication from any Person or Governmental Authority alleging that the consent, Governmental Order, approval, authorization or other action of, or any filing with or notice to or other action with respect to such Person or Governmental Authority is or may be required but not obtained in connection with the transactions contemplated by any Transaction Document and (II) any written notice or other written communication from any Governmental Authority in connection with the transactions contemplated by any Transaction Document. No such notification shall affect the representations or warranties of the Parties or the conditions to their respective obligations hereunder. (d) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, except for the actions taken pursuant to the Transaction Documents, or as the Majority Series A-1 B Investor otherwise approves in writing (which approval shall not be unreasonably withheld, conditioned or delayed), the Company and the Warrantors agree (and shall procure the Principal, the Ordinary Shareholder and other Group Companies) not to, directly or indirectly, (i) discuss the sale of any Equity Securities of, or any other debt financing transaction of, any Group Company with any third party, (ii) provide any information with respect to any Group Company to a third party in connection with a potential investment by such third party in the Equity Securities of, or any other debt financing transaction of, any Group Company, or (iii) close any equity or debt financing transaction of any Group Company with any third party. For the avoidance of any doubt, this Section 6.2(d) shall not be applicable in the event (but only to the extent) that (i) any Series A-1 Investor has elected not to purchase any of its Series A-1 Subscription Shares on the Closing Date, (ii) there is reasonable indication that any Series A-1 Investor is unwilling or unable to purchase any of its Series A-1 Subscription Shares on the Closing Date, (iii) any lender under the Facility Documents has elected not to provide all or any portion of the principal amount of the facility under the Facility Documents, (iv) there is reasonable indication that any lender under the Facility Documents is unwilling or unable to provide all or any portion of the principal amount of the facility under the Facility Documents, or (v) the Principal elects not to consummate the debt financing transaction at his sole discretion. (e) At all times during the period commencing from the Effective Date and continuing until the earlier to occur of the termination of this Agreement and the Closing Date, the Company and the Warrantors shall use their reasonable best efforts to cause each Group Company to conduct its business and operations in the ordinary course of business consistent with past practice, and except for the actions taken pursuant to the Transaction Documents or as required under the applicable Laws or in the ordinary course of business of the Group Companies consistent with past practice, or as the Majority Series A-1 Investor otherwise approves in writing (which approval shall not be unreasonably withheld, conditioned or delayed)writing, the Company shall not (and the Company and the Warrantors shall not permit any of the Group Companies to) (i) waive, release or assign any material right or claim or settle, compromise or concede any material litigation, arbitration, mediation or any other material dispute resolution procedures; (ii) take any action that would reasonably be expected to materially impair the value of the Group Companies, (iii) sell, purchase, assign, lease, transfer, pledge, encumber or otherwise dispose of any material asset of the Group Companies, (iv) increase, reduce or cancel the authorized or issued Equity Securities of any Group Company or issue, allot, purchase, redeem or convert any Equity Securities of any Group Company, undertake any recapitalization or similar transaction or do any act which has the effect of diluting or reducing the effective shareholding of the Series A-1 Investors in any Group Company, (v) declare, issue, make, or pay any dividend or other distribution with respect to any Equity Security of any Group Company, (vi) incur any material indebtedness for borrowed money or capital lease commitments or assume or guarantee any material indebtedness of any Person; (vii) take any action or do anything which would require the consent of the Majority Preferred Series B Holders (as defined in the Shareholders Agreement) or at least three (3) Approving Persons the Series B Director pursuant to the Shareholders Agreement had the Closing occurred, or (viii) authorize, approve or agree to any of the foregoing. (f) In respect of the restructuring contemplated under the Restructuring Agreement, subject to the terms and conditions of this Agreement, the Warrantors and the Company shall take, or cause to be taken, all actions contemplated under the Restructuring Agreement for each of them to take, and shall use their best efforts to cause to be done, all things necessary, proper or advisable under the Law to consummate the Pre-Closing Restructuring Steps as soon as practicable.