Interim Period Sample Clauses
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Interim Period. (a) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will, except as set forth on Schedule 3.3(a):
(i) carry on its respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;
(ii) maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(iii) perform all of its respective obligations under agreements relating to or affecting its respective assets, properties, or rights;
(iv) keep in full force and effect present insurance policies or other comparable insurance coverage;
(v) use its best efforts to maintain and preserve its business organization intact, retain its respective present key employees, and maintain its respective relationships with suppliers, customers, and others having business relations with it;
(vi) maintain compliance with all permits laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies, and similar governmental authorities;
(vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments; and
(viii) maintain present salaries and commission levels for all officers, directors, employees and agents.
(b) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will not, except as set forth on Schedule 3.3(b):
(i) make any change in its Certificate or Articles of Incorporation or Bylaws;
(ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind;
(iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock or declare any dividends or make any distributions (other than S Corporation distributions), nor pay out any extraordinary bonuses in excess of pro rata bonuses customarily paid, or fees, or commissions to the Shareholders, directors, management or other personnel;
(iv) sell, assign, lease, or otherwise transfer or di...
Interim Period. 5.1 During the period commencing on the date hereof and ending on the Closing or earlier termination of this Agreement (the “Interim Period”), the Company shall, with the exception of the transactions contemplated herein, only conduct its business, operations and affairs, and shall not take any action except, in the ordinary and usual course of business consistent with past practice in all material respects and will not enter into any material transactions or incur any material liabilities or obligations without first obtaining the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed, and will otherwise conduct its business, operations and affairs in compliance with all applicable laws and regulatory requirements and use all commercially reasonable efforts to maintain and preserve its business, organization, properties, assets, goodwill and business relationships.
5.2 During the Interim Period, the Company and its agents will not directly or indirectly solicit, discuss, encourage or accept any offer for the acquisition of the Company or the Business and/or the assets of the Company, whether as a primary or back-up offer, or take any other action with the intention or reasonably foreseeable effect of leading to any commitment or agreement for the acquisition of the Company or business and/or the assets of the Company.
5.3 During the Interim Period, the Company and the Vendors shall immediately notify the Purchaser orally and promptly in writing of any material change as defined in the Securities Act (British Columbia) and any circumstance or development that is or would, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.
5.4 During the Interim Period, the Company shall not issue any securities, nor shall the Company permit any dividends or distributions to be paid.
Interim Period. Subject to applicable law and unless otherwise instructed by any governmental body having authority in relation to the supply of Gas under this Agreement (including any Allocation Order):
2.6.1 During the period commencing on the Interim Period Commencement Date and ending on the Interim Period End Date (the “Interim Period”), the supply by the Sellers of Gas to the Buyer under this Agreement shall be subject to the obligation of the Sellers (and the Yam-Tethys Partners as applicable) to supply Gas pursuant to the Existing Agreements in accordance with this Article 2.6.
2.6.2 For each Day of the Interim Period the allocation of Gas available for delivery from the Reservoir through the Sellers’ Facilities to customers in Israel shall be made as follows:
(a) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) do not exceed the Maximum Hourly Peak Capacity, the Sellers shall make available for delivery to the Buyer the quantity Properly Nominated by the Buyer for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day);
(b) in the event that the aggregate nominations for any Hour of such Day made by the buyers under the Existing Agreements and the buyers under the Sellers’ Additional Agreements (including Buyer’s Proper Nominations under this Agreement) exceed the Maximum Hourly Peak Capacity, the Sellers shall deliver Gas as required to meet in full the nominations of the buyers under the Existing Agreements, in priority to delivering Gas to the Buyer under this Agreement and to other buyers under the other Sellers’ Additional Agreements; and
(c) from the remaining quantity of Gas available for delivery by the Sellers for any Hour of such Day (if any) after allocating the quantities pursuant to Article 2.6.2(b), the Sellers shall make available for delivery to the Buyer a quantity of Gas to be calculated based on the ratio between: (i) the Buyer’s Proper Nomination for such Hour (calculated as one twenty-fourth (1/24) of the Buyer’s Proper Nomination for such Day) under this Agreement; and (ii) the total cumulative nominations for such Hour made to the Sellers by all the buyers under the Sellers’ Additional Agreements (including the Buyer);
(d) the supply of Gas by the Sellers on any Hour of such Day to other customers in Israel under any s...
Interim Period. During the Interim Period, the Seller shall cause the Company to be managed in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to result in a breach of the provisions of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given to the Seller by the Purchaser, which consent shall not be unreasonably withheld, save for any transaction to be entered into or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreement, the Seller shall procure that:
(a) the Company does not issue any shares, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in its capital structure;
(b) no dividends or reserves will be declared or paid by the Company, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 above;
(c) except for the possible extension of the current temporary lease agreement, the Company does not sell, transfer, pledge, mortgage, lease or otherwise dispose of any assets or properties (other than inventory, products and systems sold to customers in the ordinary course of business);
(d) the Company does not hire any personnel, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement or (b) required to replace terminated employees;
(e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable to the Company’s employees’, increase the compensation payable to the employees and the directors of the Company or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated by Applicable Law or by collective bargaining agreements;
(f) the Company does not merge, demerge or consolidate with other companies and do not amend in any way whatsoever the by-laws;
(g) the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify ...
Interim Period. The six-month period, January 1st through June 30th, used for the purpose of calculating an interim settlement.
Interim Period. The period between (and including) the Commencement Date and the Final Project Acceptance Date during which the ESCO is responsible for completing the design (to the extent not completed during the IGA), procuring, fabricating, installing, commissioning and implementing the ECMs specified in the Project Documents.
Interim Period. During the Interim Period, each SPAC Holder shall not, and shall cause any other holder of record of any of such SPAC Holder’s Founder Shares not to, Transfer any Founder Shares that she, he or it Beneficially Owns without the prior written consent of Holdco; provided, however, and subject to the obligations set forth in Section 1 and Section 3, that the foregoing sentence shall not apply to the following (each, a “Permitted Transfer”):
(i) Transfers of Founder Shares or any security convertible into or exercisable or exchangeable for Founder Shares as a bona fide gift or gifts, or to a charitable organization;
(ii) Transfers of Founder Shares to a trust, or other entity formed for estate planning purposes for the primary benefit of the spouse, domestic partner, parent, sibling, child or grandchild of any Investor or any other person with whom such Investor has a relationship by blood, marriage or adoption not more remote than first cousin;
(iii) If the undersigned is an individual, Transfers by will or intestate succession upon the death of any Investor;
(iv) Transfers of Founder Shares by operation of law, such as pursuant to a qualified domestic order or in connection with a divorce settlement;
(v) in the case of any Sponsor, (A) Transfers to a corporation, partnership, limited liability company, trust, syndicate, association or other business entity that controls, is controlled by or is under common control or management with such Sponsor and (B) distributions of Founder Shares to partners, limited liability company members or equityholders who control such Sponsor;
(vi) Transfers to SPAC or the officers, directors or affiliates of SPAC or a SPAC Holder;
(vii) in the event of SPAC’s liquidation;
(viii) by virtue of the laws of the jurisdiction of formation of any Sponsor or any of Sponsor’s limited liability company agreement, limited partnership agreement or equivalent organizational document, upon dissolution of such Sponsor; and
(ix) the establishment of a trading plan pursuant to Rule 10b5-1 promulgated under the Exchange Act, provided that such plan does not provide for the transfer of Founder Shares or any securities convertible into or exercisable or exchangeable for Founder Shares during the Interim Period; provided, that in the case of any Transfer or distribution pursuant to Section 7(a)(i) through Section 7(a)(viii), each donee, distributee or other transferee shall agree in writing, in form and substance reasonably satisfactory to the appli...
Interim Period. The Sellers, Mediton and Medishur undertake to the Buyer that during the period from the date of execution of this Agreement to the Transaction Closing Date (“Interim Period”), the Group’s operations shall be conducted in the same ordinary course of business and in a manner consistent with past practice, without materially affecting or diminishing its assets (other than payment of dividends and payment of debit and credit balances, and provided that as of the Closing Date there will be an amount equal to the net working capital stated in Section 8.1.3 to this Agreement). Without derogating from the generality of the foregoing, the Sellers, Mediton and Medishur shall cause the Group not to take the following actions, unless with the prior written approval of the Buyer or in accordance with the provisions of this Agreement: (a) any transaction (including transfer, sale, acquisition or allocation) in the Ordinary Shares or other securities of the Group, or an undertaking to enter into such transaction; (b) an offering of rights to purchase any securities of the Group; (c) any change to the incorporation documents of the Group; (d) transactions outside the ordinary course of business of the Group, including transactions involving an investment or acquisition of interests in corporations or acquisition of business (Asset Transactions); (e) transactions that are not on market terms of the Group or that may materially affect the profitability of the relevant Company, its assets or liabilities, or executing of transactions with related parties, other than existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021; (f) sale or transfer of all assets or interests of the Group or a substantial part thereof; (g) transaction in which any of the Sellers or officers of the Group, their interested parties, their relatives or companies under their control have, either directly or indirectly, a “personal interest” other than payment of salaries to the Group’s officers, in the same manner as prior to the execution of this Agreement, and excluding existing transactions with related parties on the same terms and conditions as prior to the execution of the Term Sheet entered into by the parties on July 14, 2021, and as set forth in Exhibit 6.8.1 hereto.
Interim Period. Upon signing the peace agreement, Abyei will be accorded special administrative status, in which:
1.2.1 Residents of Abyei will be citizens of both Western Kordofan and ▇▇▇▇ el Ghazal, with representation in the legislatures of both states;
1.2.2 Abyei will be administered by a local Executive Council, elected by the residents of Abyei. Pending the election of the Executive Council, its initial members will be appointed by the Presidency;
1.2.3 Net oil revenues from Abyei will be divided six ways during the Interim Period: the National Government (50 percent); the Government of Southern Sudan (42 percent); ▇▇▇▇ el Ghazal region (2 percent); Western Kordofan (2 percent); locally with the ▇▇▇▇ ▇▇▇▇▇ (2 percent); and locally with the Misseriya people (2 percent);
1.2.4 The National Government will provide Abyei with assistance to improve the lives of the peoples of Abyei, including urbanization and development projects;
1.2.5 International monitors will be deployed to Abyei to ensure full implementation of these agreements.
Interim Period. During the Interim Period, the Parent shall, except as otherwise herein contemplated:
(a) not conduct any business;
(b) not, without the prior written consent of the Company, enter into any transaction, undertake any action or refrain from taking any action, which, if had been effected or had occurred before the date of this Agreement, would constitute a breach of the representations, warranties or agreements of the Parent contained herein;
(c) comply with all laws affecting the operation of its business;
(d) not create, assume or incur any debt or liability (contingent or otherwise);
(e) not knowingly take or cause to be taken any steps, directly or indirectly, which may in any way adversely affect the completion of the transactions, contemplated herein:
(f) not cancel or waive any material claim or right;
(g) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business;
(h) not declare, pay or authorize any dividends or make or authorize any distributions or repayments of capital in respect of its outstanding shares;
(i) not amend its co stating documents or by-laws;
(j) not issue, authorize or propose the issuance of, or purchase or propose the purchase of, any of its shares or shares;
(k) not incur or authorize any expenditure of any nature;
(l) disclose or cause to be disclosed to the Company in writing, forthwith upon occurrence, any material change or change in a material fact or new material fact (within the meaning of the shares legislation of Ontario and/or applicable national policies of shares administrators) in relation to the condition, affairs or operations of the Parent;
(m) not solicit, initiate or cause to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or initiate or encourage or cause to be initiated or encouraged any effort or attempt with respect to any Extraordinary Business Combination involving the Parent and any other party (other than the Company and other security holders of the Company). The Parent will not participate in any negotiations regarding, or (except as required by law) furnish to any other Person, any information with respect to, or otherwise cooperate in any way with or assist or participate in any Extraordinary Business Combination. If the Parent receives any such enquiry or proposal, it will promptly notify the Company in writing of all relevant details relating thereto; and