Interim Covenants. Each of Bullion and Eurasian covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it will, and will cause each of its Subsidiaries to: (a) operate its business in the ordinary course consistent with past practice; (b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger; (c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreement; (d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby; (e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or with the prior written consent of the other party; (g) not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible securities) or reach any agreement or understanding with any other party to issue any securities of it or its Subsidiaries without the prior written consent of the other party; (h) not amend its organizational documents or amend the organizational documents of any Subsidiary (except to the extent required to complete the Merger); (i) not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof; (j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party; (k) not incur or become liable upon any indebtedness or become liable in respect of the obligation of any other person; (l) not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property; (m) not (i) satisfy or settle any claims or Liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments; (n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholders; (o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business; (p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax election inconsistent with past practice; and (q) cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein and in this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Eurasian Minerals Inc), Merger Agreement (Bullion Monarch Mining, Inc. (NEW))
Interim Covenants. Each of Bullion and Eurasian covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it will, and will cause each of its Subsidiaries to:
(a) operate its business in the ordinary course consistent with past practice;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreement;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or Except with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), as otherwise contemplated or permitted by this Agreement or as required by the Bankruptcy Code or other partyapplicable Law, during the period prior to and up to Closing, Seller shall operate the Yu-Gi-Oh! Business in compliance in all material respects with all Laws applicable to the operation of its business. From the date hereof through the Closing Date, or as otherwise required by applicable Law, Seller shall use commercially reasonable efforts to:
(i) maintain the Purchased Assets in a manner consistent with past practices, reasonable wear and tear excepted and maintain the types and levels of insurance currently in effect in respect of the Purchased Assets;
(gii) not alter preserve intact the Yu-Gi-Oh! Business, to keep available the services of its authorized capitalcurrent employees and agents and to maintain its relations and goodwill with its suppliers, customers, distributors and any others with whom or with which it has business relations;
(iii) upon any damage, destruction or loss to any Purchased Asset, apply any insurance proceeds received with respect thereto to the prompt repair, replacement and restoration thereof to the condition of such Purchased Asset before such event or, if required, to such other (better) condition as may be required by applicable Law;
(iv) promptly advise Purchaser in writing of the occurrence of any event that has had, or issue would reasonably be expected to have, a Material Adverse Change; and
(other than v) consult with Purchaser on exercise all material aspects of presently outstanding convertible securitiesthe Yu-Gi-Oh! Business as may be reasonably requested from time to time by Purchaser, including, but not limited to, personnel, accounting and financial functions.
(b) Except as otherwise contemplated or reach any agreement permitted by this Agreement or understanding with any other party by applicable Law, during the period prior to issue any securities of it or its Subsidiaries and up to Closing, Seller shall not, without the prior written consent of the other party;
(h) not amend its organizational documents or amend the organizational documents of any Subsidiary (except to the extent required to complete the Merger);Purchaser:
(i) not reorganizeenter into, amalgamate terminate or merge with any other person, nor acquire amend or agree to acquire by amalgamating, merging or consolidating with, purchasing reject any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;
(j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practiceTransferred Agreements, or enter intocancel, modify or amend waive any material agreement other than in the ordinary course of business without the prior written consent of the other party;
(k) not incur or become liable upon any indebtedness or become liable claims held in respect of the obligation Purchased Assets or waive any material rights of any other personvalue;
(lii) not mortgagedo any act or fail to do any act that will cause a material breach or default under any of the Transferred Agreements;
(iii) sell, chargetransfer or otherwise dispose of any of the Purchased Assets;
(iv) modify any of its sales practices or receivables collections practices from those in place on the date hereof, pledge including offering any discounts, incentives or encumber other accommodations for early payment;
(v) conduct any “going out of business,” liquidation, bankruptcy, or similar sales or take any action to fashion its business as going out of business, liquidating or closing;
(vi) dispose of or fail to keep in effect any material rights in, to, or for the use of any of the Intellectual Property, except for rights which expire or terminate in accordance with their terms;
(vii) subject any Purchased Assets to any Liens;
(viii) enter into, or negotiate any licenses or grant any party any rights or license in any of the Purchased Assets; or
(ix) authorize any of the foregoing, or commit or agree to mortgagetake actions, chargewhether in writing or otherwise, pledge or encumber to do any of its property;the foregoing.
(mc) not Seller take all action to properly and timely (i) satisfy or settle any claims or Liabilities prior exercise its option for the next season of Yu-Gi-Oh! such that the expiration dates of the Yu-Gi-Oh! Grant Agreements at Closing shall be August 31, 2019 for broadcast and home video rights in the United States, August 31, 2020 for broadcast and home video rights in the territory described therein outside of the United States, and August 31, 2019 with respect to the same being due, except such as have been reserved against in its financial statements, merchandising rights and (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholders;
(o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for required payments under the benefit of any directors, officers or employees other than in the ordinary course of business;
(p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax election inconsistent with past practice; and
(q) cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein and in this AgreementYu-Gi-Oh Grant Agreements.
Appears in 2 contracts
Samples: Asset Purchase Agreement (4 Kids Entertainment Inc), Asset Purchase Agreement
Interim Covenants. Each of Bullion and Eurasian covenants and agrees that, during the period from (a) Between the date of this Agreement until the earlier of the Effective Time hereof and the time that this Agreement is terminated in accordance with its termsClosing, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it willeach Party shall, and will shall cause each of its Subsidiaries and, to the extent reasonably permitted pursuant to applicable governance rights (by Law or Contract), each of its Non-Consolidated Ventures to:
(a) operate its business in the ordinary course consistent with past practice;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate conduct its activities in any all material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreement;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only respects in the ordinary course of business consistent with past practice (the “Ordinary Course”);
(ii) without limiting the generality of the immediately preceding subparagraph, not take any of the actions listed in Section 1.1 of Annex IV (Interim Operating Covenants), except (A) as otherwise expressly contemplated by this Agreement or expressly agreed in writing between the Parties, (B) as set forth in Section 1.2 of Annex IV (Interim Operating Covenants), or (C) as publicly announced by such Party prior to the date hereof (except with respect to the prior written Comau Spin-Off), without the consent of the other partyParty (which shall not unreasonably be withheld, delayed or conditioned), such consent to be requested in accordance with the notice provisions of Section 9.10 of this Agreement;
(giii) use its commercially reasonable efforts to preserve intact its business organizations and maintain in all material respects its relationships with material customers, suppliers and others having significant business dealings with it; and
(iv) not alter take any action that would reasonably be likely to cause any of its authorized capitalrepresentations and warranties in Annex III (Representations and Warranties) to be untrue in any material respect as of any date any such representations and warranties are made or deemed to be made, or issue (other than on exercise of presently outstanding convertible securities) prevent, impair or reach any agreement or understanding with any other party to issue any securities of it or its Subsidiaries without materially delay the prior written consent consummation of the Combination and the other party;Transactions.
(hb) As an exception to the provisions of paragraph (a) above, the Parties agree that Faurecia shall not amend its organizational documents or amend be treated as a Subsidiary of PSA for the organizational documents purpose of this Section 6.1.
(c) Notwithstanding the foregoing, each Party may undertake any Subsidiary (except action contemplated by this Agreement, to the extent required to complete the Merger);
(i) not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;
(j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practiceapplicable Law, or enter intoto the extent required by an enforceable decision of a Regulatory Authority. Subject to applicable Law, modify or amend the relevant Party shall promptly inform the other Party in advance of taking any material agreement other than such action, reasonably consult with and consider in good faith the ordinary course of business without the prior written consent input of the other party;
(k) not incur or become liable upon any indebtedness or become liable in respect of the obligation of any other person;
(l) not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;
(m) not (i) satisfy or settle any claims or Liabilities Party prior to taking such action and comply with the same being due, except such as have been reserved against in its financial statements, foregoing and Annex IV (iiInterim Operating Covenants) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholders;
(o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;
(p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax election inconsistent with past practice; and
(q) cooperate and assist the other party in such other ways to the greatest extent reasonably practicable to implement the Merger on the terms set forth herein and in this Agreementtaking such action.
Appears in 1 contract
Samples: Combination Agreement (Fiat Chrysler Automobiles N.V.)
Interim Covenants. Each of Bullion and Eurasian covenants and agrees that, during Except as disclosed in the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated AMHC Documents or as set forth in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter disclosure letter delivered to HOJ or the Eurasian Disclosure LetterAMHC, as applicable; the case may be, on the date of this Agreement (iii) as shall otherwise be agreed to in writing by if any), each of HOJ and AMHC agrees that from the parties hereto; date hereof until completion of the Merger or (iv) as otherwise expressly contemplated or permitted by termination of this Agreement, Agreement it will, and will cause each of its Subsidiaries to:
(a) operate its business in the ordinary course consistent with past practicecourse;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and or (iii) of any material breach by it of any covenant or agreement contained in this Agreementherein;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental Governmental Authorities or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the its current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater grater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or and with the prior written consent of the other party;
(g) not alter its authorized capital, or issue (other than on exercise in excess of presently outstanding convertible securities) 250,000 shares of HOJ Common Stock or reach any agreement or understanding with any other party Person to issue any securities of it or its Subsidiaries without the prior written consent of the other party;
(h) not amend its organizational documents Articles of Incorporation or amend the organizational documents of any Subsidiary (except to the extent required to complete the Merger)Bylaws;
(i) not reorganize, amalgamate or merge with any other personPerson, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of of, or otherwise, any business of any corporation, partnership, association or other business organization Person or division thereof;
(j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;
(k) not incur or become liable upon any indebtedness or become liable in respect of the obligation of any other personPerson;
(l) not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;
(m) not (i) satisfy or settle any claims or Liabilities liabilities prior to the same being due, except such as have been reserved against in its financial statementsthe HOJ Financial Statements or the AMHC Financial Statements, (ii) grant any waiverwaiver of, exercise any option with respect to or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholdersstockholders;
(o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;
(p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax material tax election inconsistent with past practice; and
(q) cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein and in this Agreementherein.
Appears in 1 contract
Interim Covenants. Each Except as disclosed in the disclosure schedule attached hereto, each of Bullion AMI and Eurasian covenants and AAEX agrees that, during the period that from the date hereof until completion of the Merger or termination of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it will, and will cause each of its Subsidiaries to:
(a) operate its business in the ordinary course consistent with past practicecourse;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreementherein;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater grater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or and with the prior written consent of the other party;
(g) not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible securitiesoptions or warrants or the conversion of presently outstanding notes) or reach any agreement or understanding with any other party to issue any securities of it or its Subsidiaries without the prior written consent of the other party;
(h) not amend its organizational documents Articles of Incorporation or amend the organizational documents of any Subsidiary (except to the extent required to complete the Merger)Bylaws;
(i) not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;
(j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;
(k) not incur or become liable upon any indebtedness or become liable in respect of the obligation of any other person;
(l) not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;
(m) not (i) satisfy or settle any claims or Liabilities liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholdersstockholders;
(o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;
(p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax material tax election inconsistent with past practice; and
(q) cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein and in this Agreementherein.
Appears in 1 contract
Samples: Merger Agreement (Across America Real Estate Exchange, Inc.)
Interim Covenants. Each Except as disclosed in the disclosure schedule attached hereto (if any), each of Bullion SHFHC and Eurasian covenants and ADI agrees that, during the period that from the date hereof until completion of the Merger or termination of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it will, and will cause each of its Subsidiaries to:
(a) operate its business in the ordinary course consistent with past practicecourse;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreementherein;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or and with the prior written consent of the other party;
(g) not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible securitiesoptions or warrants or the conversion of presently outstanding notes) or reach any agreement or understanding with any other party to issue any securities of it or its Subsidiaries without the prior written consent of the other party;
(h) not amend its organizational documents Articles of Incorporation or amend the organizational documents of any Subsidiary (except to the extent required to complete the Merger)Bylaws;
(i) not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;
(j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;
(k) not incur or become liable upon any indebtedness or become liable in respect of the obligation of any other person;
(l) not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;
(m) not (i) satisfy or settle any claims or Liabilities liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholdersstockholders;
(o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;
(p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax material tax election inconsistent with past practice; and
(q) cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein and in this Agreementherein.
Appears in 1 contract
Samples: Merger Agreement (Southern Hospitality Development Corp.)
Interim Covenants. Each Except for the Plant Acquisition and the AMHC Offering, and except as disclosed in the disclosure schedule attached hereto (if any), each of Bullion WWPP and Eurasian covenants and AMHC agrees that, during the period that from the date hereof until completion of the Merger or termination of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) as required by applicable Law or by any Governmental Authority having jurisdiction; (ii) with respect to matters qualified by the correspondingly numbered section of the Bullion Disclosure Letter or the Eurasian Disclosure Letter, as applicable; (iii) as shall otherwise be agreed to in writing by the parties hereto; or (iv) as otherwise expressly contemplated or permitted by this Agreement, it will, and will cause each of its Subsidiaries to:
(a) operate its business in the ordinary course consistent with past practicecourse;
(b) comply with all requirements which applicable Law may impose on it or its Subsidiaries with respect to the Merger;
(c) promptly advise the other party (i) of any event that would render any representation or warranty given by it (except any such representation or warranty which speaks as of a date prior to the occurrence of such event), if made on or as of the date of such event or the date of the closing of the Merger, untrue or inaccurate in any material respect, (ii) of any material adverse change in respect of its business, affairs, operations and financial condition, and (iii) of any material breach by it of any covenant or agreement contained in this Agreementherein;
(d) use reasonable best efforts to obtain all waivers, consents and approvals from other parties to loan agreements, leases or other contracts or from such applicable governmental or regulatory bodies required to be obtained by it or its Subsidiaries to consummate the transactions contemplated hereby;
(e) cause the current insurance (or re-insurance) policies to not be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance and re-insurance companies of nationally recognized standing providing coverage equal to or greater grater than coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
(f) incur or commit to incur capital expenditures only in the ordinary course of business consistent with past practice or and with the prior written consent of the other party;
(g) not alter its authorized capital, or issue (other than on exercise of presently outstanding convertible securitiesoptions or warrants or the conversion of presently outstanding notes) or reach any agreement or understanding with any other party to issue any securities of it or its Subsidiaries without the prior written consent of the other party;
(h) not amend its organizational documents Articles of Incorporation or amend the organizational documents of any Subsidiary (except to the extent required to complete the Merger)Bylaws;
(i) not reorganize, amalgamate or merge with any other person, nor acquire or agree to acquire by amalgamating, merging or consolidating with, purchasing any of the voting securities or any of the assets of or otherwise, any business of any corporation, partnership, association or other business organization or division thereof;
(j) not purchase, sell, transfer, lease or dispose of any assets other than in the ordinary course of business consistent with past practice, or enter into, modify or amend any material agreement other than in the ordinary course of business without the prior written consent of the other party;
(k) not incur or become liable upon any indebtedness or become liable in respect of the obligation of any other person;
(l) not mortgage, charge, pledge or encumber or agree to mortgage, charge, pledge or encumber any of its property;
(m) not (i) satisfy or settle any claims or Liabilities liabilities prior to the same being due, except such as have been reserved against in its financial statements, (ii) grant any waiver, exercise any option or relinquish any contractual rights, or (iii) enter into any interest rate, currency or commodity swaps, xxxxxx or other similar financial instruments;
(n) not declare a dividend, including a declaration of dividends for the purpose of effecting a share subdivision, or make any payment or distribution to shareholdersstockholders;
(o) not establish or amend any collective bargaining, bonus, profit sharing, compensation, stock option, stock ownership, stock compensation, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement for the benefit of any directors, officers or employees other than in the ordinary course of business;
(p) not make any changes to existing accounting or material business practices except as required by applicable Law or required by generally accepted accounting principles or make any Tax material tax election inconsistent with past practice; and
(q) cooperate and assist the other party in such other ways to the extent practicable to implement the Merger on the terms set forth herein and in this Agreementherein.
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