Interim Operations of JVCo Sample Clauses

Interim Operations of JVCo. Each Shareholder shall procure that, and JVCo covenants and agrees that, after the date hereof and prior to the Closing Date, except (i) as expressly provided in this Agreement, including, without limitation, as described in Schedule C hereto with respect to the Restructuring, (ii) as set forth in the Disclosure Schedule, (iii) as is in accordance with the Initial Business Plan, (iv) as may be approved in writing by Purchaser (such approval not to be unreasonably withheld or delayed), or as is required by applicable mandatory Russian law, having given prior written notice of such requirement to Purchaser; it being agreed that, with respect to Non-Controlled JVCo Subsidiaries, JVCo and the Shareholders shall only be required to exercise such corporate power as they are entitled to exercise under the relevant applicable law in order to procure compliance by such subsidiaries with the following covenants: (a) the business of JVCo and JVCo Subsidiaries shall be conducted in the ordinary course and in accordance with applicable laws, and each of the Shareholders, JVCo and JVCo Subsidiaries shall use its best endeavours to preserve the business organization of JVCo and JVCo Subsidiaries intact, keep available the services of the current officers and employees of JVCo and JVCo Subsidiaries and maintain the existing relations with franchisees, customers, suppliers, creditors, business partners and others having business dealings with JVCo or JVCo Subsidiaries, to the end that the goodwill and ongoing business of JVCo and JVCo Subsidiaries shall be unimpaired at the Closing Date; (b) neither JVCo nor any JVCo Subsidiary shall: (i) amend its certificate of incorporation or by laws or similar organizational documents, (ii) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its share capital or Voting Debt, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its share capital or any Voting Debt, other than Shares reserved for issuance on the date hereof pursuant to the exercise of JVCo Options outstanding on the date hereof, (iii) declare, set aside or pay any dividend or other distribution payable in cash, shares or property with respect to any shares of any class or series of its share capital; (iv) split, combine or reclassify any shares of any class or series of its share capital; or (v) redeem, purchase or otherwi...