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 the existing indebtedness of the Company ; (h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company; (i) the Company does not enter into factoring agreements and/or financial leases agreements; (j) the Company does not enter into any legally binding commitment with respect to any of the foregoing.
Appears in 2 contracts
Samples: Quota Sale and Purchase Agreement, Quota Sale and Purchase Agreement (Evoqua Water Technologies Corp.)
Interim Period. During 6.1 The Seller undertakes to the Interim PeriodPurchaser that in the period from the Signing Date to the Completion Date, except with the approval of the Purchaser:
(A) none of the Subsidiaries’ articles of association or other constitutional documents will be changed or altered;
(B) each of the Subsidiaries shall use its best endeavours to carry on its respective business in all material respects in the ordinary and usual course and consistent with past practice;
(C) neither the Seller nor the Subsidiaries shall terminate or amend the employment agreements with any of the Employees other than with the prior written approval of the Purchaser;
(D) no Subsidiary shall allot, issue, redeem or repurchase securities, loan capital (including shareholder loans and profit participation rights) or shall become a party to any agreement to do so; and
(E) no dividend or other distribution or repayment of capital is, or shall be, paid or declared by the Seller or any of the Subsidiaries, other than the Distribution.
6.2 The Seller further undertakes to the Purchaser that on the date hereof the Seller and the Subsidiaries will enter into the Economic Ownership Transfer Agreement. In connection therewith the Seller undertakes that in the period from the Signing Date to the Completion Date the legal title to the NV-Business shall be transferred by the Seller to the Subsidiaries by means of the execution of a deed of assignment (the “Deed of Assignment”) to be mutually agreed by the Seller and the Purchaser acting in good faith. In order to implement such transfer in accordance with the Deed of Assignment, the Seller shall cause undertake all necessary actions, including but not limited to:
(A) by informing 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 debtors 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 Accounts Receivable in writing that the Accounts Receivable have been assigned to the Purchaser;
(B) by requesting the counterparties to the Contracts in writing for their co-operation to the transfer of contract to which the Seller is a party; and
(C) to the extent not already referred to in this section 6.2, the proper fulfilment of applicable transfer requirements in respect of the Intellectual Property Rights and Further Assets and Liabilities owned and/or held by the Purchaser, which consent shall not be unreasonably withheld, save for any transaction Seller.
6.3 The Seller and the Purchaser hereby agree that in the period from the Signing Date 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 Completion Date the Seller shall procure that:
(a) transfer the Company does not issue any shareslegal title to and economic ownership of the Seller Loans to the Subsidiaries, warrants, convertible unless such transfer has materially adverse consequences for the Seller 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 the Subsidiaries; such determination to be declared or paid made 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 Seller 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoingPurchaser jointly acting reasonably.
Appears in 2 contracts
Samples: Business Acquisition Agreement (uniQure B.V.), Business Acquisition Agreement (uniQure B.V.)
Interim Period. During (a) Seller agrees that, 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 thatit shall:
(ai) conduct 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 Business in the ordinary course of business);
(d) the Company does consistent with prior practice, including, but not hire limited to prior membership sales practice, and shall not incur any personnel, with the exception additional debt outside of the hiring of personnel (a) whose hiring is in progress ordinary course, issue any new complimentary or discounted memberships or make any modifications to the Business as conducted as of the date of this Agreement, unless previously agreed to by the parties in writing; and
(ii) preserve its business organization intact and shall use its best efforts to preserve for Buyer the good will of (A) the Present Members, (B) the suppliers of the Business, and (C) any third parties related to the Business; and
(iii) (A) not enter into negotiations with, or provide any information to, any third parties interested in the possible acquisitions of any or all of the Ovox Clubs, and, (B) unless Buyer is in breach of this Agreement or has terminated this Agreement, Seller may not terminate this Agreement without Buyer's prior written approval.
(b) required Buyer and Seller agree that during the Interim Period they shall work together to replace terminated employees;
(e) the Company does not amend the employment agreements, collective bargaining agreements or other collective labour agreements or conventions applicable provide appropriate notice and complete necessary filing with respect to the Company’s employees’, increase the compensation payable to the employees and the directors each 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;following:
(i) notification of anticipated sale to the Company does not enter into factoring agreements and/or financial leases agreements;New Jersey division of taxation, in accordance with Section 54-11A-15 of the New Jersey Statutes; and
(jii) letter of non-applicability to the Company does not enter into any legally binding commitment New Jersey Department of Environmental Protection, in accordance with respect the Industrial Site Recovery Act; and
(iii) notice of Seller's intention to any sell a health club facility to the Division of Consumer Affairs of the foregoingState of New Jersey; and
(iv) any and all other necessary or appropriate filings with federal, state or local authorities.
(c) Buyer and Seller agree that during the Interim Period: (i) Buyer, or Buyer's parent company, TSI, shall have the exclusive right to negotiate with Sam's East, Inc. (the "SAM'S LANDLORD"), for a lease for the premises located at The Shopping Center located on the corner of Highway 18 and Tyces Lane in East Brunswick, New Jersey (the "TYCES LANE PREMISES"), which will allow an affiliate of Buyer to establish a health club facility at such location; and
Appears in 2 contracts
Samples: Asset Purchase Agreement (Town Sports International Inc), Asset Purchase Agreement (Town Sports International Inc)
Interim Period. During the period from the date of execution hereof through the expiration date of the Put Option in accordance with the provision of Section 6.3 hereof (the "Interim Period"):
(a) The Company shall continue to operate as a separate wholly-owned subsidiary of the Purchaser. The Purchaser and the Crescent Shareholders hereby agree that they will not take any action during the Interim Period to effect a change in the Board of Directors or the management of the G&R subsidiary or sell, assign, hypothecate or transfer any of the Capital Stock of the CGD subsidiary without the consent of the G&R Board of Directors.
(b) The number of Directors of the Purchaser shall be eight (8). Xxxxxx Xxxx and Xxxxxxx Xxxxxx shall be appointed to the Board of Directors of the Purchaser on the Closing Date and may not be removed during the Interim Period except for cause. If either of such individuals shall be removed for cause or shall be unable or unwilling to serve as a Director, the Selling Shareholders shall immediately appoint his successor. The parties acknowledge that after the Interim Period, the Board of Directors of Purchaser is anticipated to expand through the addition of independent directors and corporate acquisitions.
(c) 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 all votes 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 action of the provisions Board of this Agreement upon their occurring prior to ClosingDirectors of the Purchaser shall require unanimity, 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 extent any such vote or action relates to any of the following activities by the Purchaser: any acquisition or disposition, which consent shall not be unreasonably withheldany share issuance, save for any transaction borrowing of funds, any encumbrance to be entered created on property of the Purchaser, the issuance of any guarantee and entering into any lease, agreement or other arrangement providing for an expenditure exceeding $1,000.00. Notwithstanding the foregoing, that no party hereto shall be entitled to vote in connection with any proposed action to be carried out pursuant to this Agreement, without prejudice by Directors relating to any different provision alleged failure by such party to observe or perform any of his or its obligations 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 Board of Directors shall proceed promptly to discuss and prepare a business plan for the Company does not hire any Purchaser in light of the markets, operations, personnel, with the exception expertise, financial condition and prospects of the hiring Company, and such other factors as the Board may deem relevant. The parties agree that the Purchaser shall have a Technology Division, whereof Xxxxxx Xxxxxx shall be Chief Executive Officer, and a Graphics Division, whereof Xxxxxxx Xxxxxx shall be Chief Executive Officer, provided such individuals are able and willing to serve. The parties shall use all reasonable efforts to promote the interests of personnel the Purchaser, including without limitation the diligent pursuit of all activities relating to a public offering and the development of the business of the respective companies.
(ae) whose hiring is in progress The parties acknowledge that all of the Schedules hereto are not completed as of the date of execution of this Agreement Agreement. All missing or (b) required to replace terminated employees;
(e) incomplete Schedules shall be compiled and agreed upon by 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;parties within 15 days after such execution.
(f) The Purchaser shall exercise its reasonable best efforts to obtain, effective as soon as reasonably practicable after the Company does not mergeexecution hereof, demerge or consolidate with other a policy of directors' and officers' liability insurance, in such amounts and covering such risks as normally are insured for by companies of approximately the same size as, and do not amend engaged in any way whatsoever the by-laws;businesses substantially similar to, Purchaser.
(g) Each of the Purchaser and the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify represent and warrant that during the existing indebtedness of the Interim Period it shall have sufficient Actual Company ;
(h) the Company does not carry out or implement any material change Value to enable it to conduct its respective business in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the an ordinary course of business), except for manner without incurring any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoingadditional indebtedness.
Appears in 1 contract
Interim Period. (a) During the Interim Period, the Seller shall (or, where applicable, Seller shall cause BP America to): (i) maintain and operate the Company to be managed Properties and dispose of production from the Properties in accordance with its the ordinary course of businessbusiness consistent with the Seller's (or BP America's, where applicable) past custom and practice with respect to the Properties, (ii) to the extent practicable in accordance the circumstances, consult with Applicable Law Buyer in relation to any material decision in connection with the Properties, provided that nothing in this sub-clause shall operate to fetter the discretion of Seller (or BP America, where applxxxxxx) in acting with respect to the Properties except as explicitly provided in this Article 12.12, 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 (iii) generally keep Buyer in a breach timely manner informed of the provisions matters (not of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into a routine or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given minor nature) relating to the Seller by Properties.
(b) Without the Purchaser, consent of Buyer (which consent shall not be unreasonably withheldwithheld or delayed), save for any transaction to be entered into or any action to be carried out pursuant to this Agreementduring the Interim Period, without prejudice to any different provision under this Agreement, the Seller shall procure thatnot, (or, if applicable with respect to the BP America Properties, Seller shall cause BP America not to) with respect to the Properties:
(ai) except with respect to matters retained by Seller that are referenced in Exhibit "C", waive, compromise or settle any right or claim for an amount in excess of US $250,000 or which may reasonably be expected to have an adverse effect on 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 value of the Properties as a whole in its capital structureexcess of US $250,000;
(bii) no dividends or reserves will incur obligations with respect to the Properties for which Buyer would be declared or paid by responsible after Closing, other than transactions (x) not exceeding US $250,000 individually which are incurred in the Companynormal, except for usual and customary manner, of a nature and in an amount equal consistent with past practices employed by Seller (or, if applicable, BP America) with respect to Euro 575.000,00 the Properties, and/or (five hundred seventy-five thousand/00y) in connection with situations believed in good faith by Seller to constitute an emergency (in which case Seller's obligation is limited to notifying Buyer as soon as reasonably practicable of such emergency and obligations), pursuant to Paragraph 4.2 above;
(ciii) except for the possible extension of the current temporary lease agreementencumber, the Company does not sell, transferlease, pledge, mortgage, lease remove from the Real Property or otherwise dispose of any assets or properties of the Properties (other than inventory, products and systems sold to customers excluding sales of production therefrom in the ordinary course of business under existing Contracts or new contracts allowed under Article 12.12(b)(v)), except to the extent replaced by equivalent property or used, consumed or abandoned in the normal operations of Seller's (or, if applicable, BP America's) business;
(iv) enter into a contract or commitment for capital expenditures or the acquisition or construction of fixed assets for which Buyer shall have financial responsibility after Closing in an amount individually in excess of two hundred fifty thousand dollars (US $250,000), except in connection with situations believed in good faith by Seller to constitute an emergency (in which case Seller's obligation is limited to notifying Buyer as soon as reasonably practicable of such emergency and obligations);
(dv) the Company does not hire enter into a contract or agreement with an Affiliate of Seller or a contract or agreement with a term of greater than thirty (30) Days unless it can be terminated without penalty on no more than thirty (30) Days notice; or
(vi) terminate, or materially amend or modify, or agree to terminate or materially amend or modify, any personnel, with the exception of the hiring contracts included in the Properties, except renewals or extensions of personnel such contracts on substantially the same terms.
(ac) whose hiring is in progress as Regardless of whether all of the date of this Agreement or operations conducted by Seller (bor, if applicable, BP America) required to replace terminated employees;
(e) during 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment Interim Period with respect to any of the foregoingProperties have been fully completed by Seller (or, if applicable, BP America) prior to Closing, Buyer shall, upon Closing, assume full responsibility for the completion of all such operations applicable to the Properties not in violation of this Article 12.12, subject, however, to the terms of the Transition Agreement during the Transition Period.
(d) During the Interim Period, Seller shall use (and, with respect to the BP America Properties, Seller shall cause BP America to use) its reasonable efforts to obtain all required consents and approvals, and all waivers of preferential purchase rights, applicable to the transactions contemplated by this Agreement, provided that Seller (and BP America) shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required consents, approvals and waivers. Buyer shall cooperate with Seller (and BP America) in seeking to obtain such consents, approvals and waivers.
(e) If any approvals are required under this Article 12.12, requests shall be delivered to the following individuals, each of whom shall have full authority to grant or deny such requests for approvals: As to Buyer: As to Seller (and BP America): Name: David Carmony Name: Susan Starr Title: Drillixx & Xxxxxxxxing Title: Perforxxxxx Xxxx Manager, Gulf Coast Region Leader Address: 2000 Post Oak Blvd, Suite Address: 200 Westlake 100, Houston, Xxxxx 00000 Xxxx Xxxx, WX-0, Xxxx 000 Xxxxx: (000) 000-0200 Xxxxx: (000) 000-0000 Fax: (713) 000-0000 Fax: (281) 000-0000 Email:davix.xxxxxxx@xxxxhecorp.com Email: StaxxX@xx.xxx and and Xxxx: Xxxx Xash Name: Shawn Conner Title: Produxxxxx Xxxager, Gulf Title: Direcxxx, Xoast Region Business Development Address: 2000 Post Oak Blvd, Suite Address: 200 Westlake 100, Houston, Xxxxx 00000 Xxxx Xxxx, WX-0, Xxxx 000 Xxxxx: (000) 000-0300 Xxxxx: (000) 000-0000 Fax: (713) 000-0000 Fax: (281) 000-0000 Email:alex.xxxx@xxxxxxxxrp.com Email: Conxxxxx@xx.xxx
Appears in 1 contract
Interim Period. 4.1 During the Interim Period, the Seller Vendor shall cause not exercise its right to vote on the basis of its participation interest in the Company without the Purchaser's prior written consent (such consent not to be managed unreasonably withheld or delayed), and the Vendor shall remain subject to all of its other obligations in accordance with its ordinary course respect 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 Agreement without limiting the Seller by generality of this clause 4.1.
4.2 During 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 AgreementInterim Period, the Seller Vendor shall procure thatalso:
(a) consult with the Company does not issue any shares, warrants, convertible Purchaser and keep the Purchaser reasonably informed of all matters of which the Vendor is aware relating to the Licences other than those of a minor or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change in its capital structureroutine nature;
(b) no dividends or reserves will be declared or paid by use its reasonable endeavours within the scope of the LLC Law and the Foundation Documents (especially taking into account the restrictions on confidentiality set forth in Article 18 of the Foundation Agreement) to request copies from the Company of such books and records of the Company (including, without limitation, all statutory books, minute books, leases, contracts and licences) as the Purchaser may reasonably request, and shall deliver such copies to the Purchaser reasonably promptly upon their receipt from 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 not allow any act or omission, to the possible extension of extent it is not beyond the current temporary lease agreementVendor's control, the Company does not sell, transfer, pledge, mortgage, lease which would constitute or otherwise dispose give rise to a material breach of any assets Warranty if the Warranties were to be repeated on or properties (other than inventory, products any time before Completion by reference to the facts and systems sold to customers in the ordinary course of business)circumstances then existing;
(d) ensure that prompt disclosure is made to the Company does not hire any personnel, with Purchaser of all relevant information which comes to the exception notice of the hiring of personnel Vendor in relation to any fact or matter (a) whose hiring is in progress as of whether existing on or before the date of this Agreement or (barising afterwards) required which may constitute a breach of any Warranty if the Warranties were to replace terminated employeesbe repeated on or at any time before Completion by reference to the facts and circumstances then existing;
(e) not vote in its capacity as a Company participant under the Company does not amend LLC Law and the employment agreements, collective bargaining agreements Foundation Documents in favour of the distribution and payment of any dividend or other collective labour agreements or conventions applicable to distribution of the Company’s employees’, increase 's net profits (within the compensation payable to the employees and the directors meaning of Article 28 of the Company LLC Law) to be paid or grant any of them additional personal benefits, bonuses or indemnities, other than increases or benefits, bonuses or indemnities mandated made by Applicable Law or by collective bargaining agreementsthe Company;
(f) not allow any transaction outside the ordinary or usual course of business between the Company does on the one hand and the Vendor on the other hand and not mergevote in its capacity as a Company participant under the LLC Law and the Foundation Documents in favour of:
(i) any agreement, demerge contract, arrangement or consolidate with other companies transaction (whether or not legally binding) that otherwise constitutes an "interested party transaction" or a "major transaction" under the LLC Law without the Purchaser's prior written consent (such consent not to be unreasonably withheld or delayed), and
(ii) any action cancelling, revoking or withdrawing the Company's grant of the waiver, if any, contemplated by clause 3.1(f) or allowing the Company to demand that the Purchaser's rights and do not amend in any way whatsoever obligations under this Agreement be assigned or transferred to or assumed by the by-lawsCompany within the meaning of Article 21(4) of the LLC Law;
(g) not pledge, sell, charge, transfer or otherwise encumber the Company does not enter into Share save for the grant to EBRD of any loan Security Interests or other form of financing or financial facility and/or incur, assume or modify related rights pursuant to the Financing Agreements and save for any pre-emption rights existing indebtedness of under the Company LLC Law and the Foundation Documents;
(h) use its reasonable endeavours within the scope of the LLC Law and the Foundation Documents (especially taking into account the restrictions on confidentiality set forth in Article 18 of the Foundation Agreement) to request such information from the Company does not carry out or implement any material change in regarding the treasury management and/or contractual payment terms business, assets, liabilities, contracts and affairs of the Company as the Purchaser may reasonably request, and to suppliers and/or by customers (including by applying discounts not in convey such information to the ordinary course of business), except for any change which is more favourable to Purchaser reasonably promptly upon its receipt from the Company;
(i) not vote in its capacity as a Company participant under the Company does not enter into factoring agreements and/or financial leases agreementsLLC Law and the Foundation Documents in favour of the Company, except as otherwise contemplated by this Agreement, creating, allotting, issuing or granting (or agreeing to do so) any share or loan capital or option in respect of any share or loan capital;
(j) not vote in its capacity as a Company participant under the LLC Law and the Foundation Documents in favour of any increase in the remuneration of the general director of the Company without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed); and
(k) ensure that the amount of any loans (except accrued interest) owed by the Company to the Vendor as at the date of this Agreement shall not be increased and that the Company shall not incur any new loans (except accrued interest) owed to the Vendor.
4.3 During the Interim Period, the Vendor shall use its reasonable endeavours in its capacity as a Company participant under the LLC Law and the Foundation Documents, to the extent that the Vendor has actual knowledge of any acts or omissions of the Company relating to the matters covered by this clause 4.3, to procure that the Company:
(a) carries on its business in the ordinary and usual course, including, without limitation, not entering into any material agreement, contract, arrangement or transaction other than in such ordinary and usual course;
(b) takes all reasonable steps to preserve and protect its assets;
(c) does not enter into without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed) sell, charge, transfer, assign or encumber in any legally binding commitment manner whatsoever the Licences or any other assets of the Company save for the sale of Petroleum in the ordinary and usual course of business and the grant to EBRD of any Security Interests or other related rights pursuant to the Financing Agreements;
(d) does not agree to any termination or material amendment of any Licence without the prior written consent of the Purchaser (such consent not to be unreasonably withheld or delayed);
(e) conducts all business in relation to the Licences in a proper manner and in accordance with respect the applicable laws of the Russian Federation and continues to take all reasonable steps in accordance with the Vendor's and the Company's normal business practice to preserve and protect the Licences; and
(f) maintains all insurance policies that are in effect on the date of this Agreement in relation to the Licences and that any claims against insurers for loss or damage relating to the Licences suffered prior to Completion are diligently pursued.
4.4 If, pending Completion, a material decision is required to be taken by the Company, or by the Vendor in its capacity as a Company participant under the LLC Law and the Foundation Documents, under or in connection with any of the foregoingLicences on a matter relating to or affecting any Licences (including without limitation a matter on which a vote is required under any of the Licences) the Vendor shall:
(a) to the extent the Vendor has actual knowledge of and actual details of that matter or the result of such material decision, as soon as reasonably practicable, supply the Purchaser with details of that matter and/or inform the Purchaser of the outcome of such material decision;
(b) prior to taking or participating in taking the decision (to the extent that the Vendor actually participates in the taking of such decision) or exercising its vote or thereafter instructing its representatives to vote (to the extent that the decision to be taken is a matter upon which a participants' vote is required under the LLC Law and the Foundation Documents), to consult (to the extent practicable) with the Purchaser in relation to that matter and record the directions of the Purchaser in respect thereof; and
(c) as soon as reasonably practicable after the taking of any such decision or the exercise of any such vote by the Vendor under clause 4.4 (b) (to the extent the Vendor actually participated in the taking of such decision or the exercise of such vote) inform the Purchaser of the result.
Appears in 1 contract
Interim Period. 5.1 During the Interim Period the Seller shall:
(a) perform and procure the performance of all activities and obligations in relation to the Transferred Interest in the ordinary and usual course of business and in accordance with good oilfield practices, including procuring the payment of all Cash Calls;
(b) advise the Purchaser promptly of any claim, legal proceedings, arbitration or expert reference which may arise in connection with the Transferred Interest;
(c) not terminate or amend, or permit any amendment or termination of, the PSC, the HOA, the Operating Agreement or the Production Co-ordination Agreement without the prior written consent of the Purchaser and shall not create or permit to subsist any Encumbrance over the Transferred Interest (other than in respect of the carry detailed in the farm in agreement of 19 March 1998) and not execute any new operating agreements, cooperation Exhibit 4.49-14 agreements, unitisation agreements or project documents in relation to OML 130 without prior written consent of the Purchaser;
(d) prior to any meeting under the PSC, the Operating Agreement, or the Production Co-ordination Agreement or prior to any material decision being taken in respect of the Transferred Interest, consult with the Purchaser and, in attending such meeting or casting its vote or abstaining, take account of any reasonable representation which the Purchaser may make;
(e) use its reasonable endeavours to procure agreement to the Purchaser's representative attending meetings under the PSC, the Operating Agreement and the Production Co-ordination Agreement as an observer and together with the Seller's representative;
(f) notify the Purchaser as soon as reasonably practicable of any event or matter which would cause the Seller's Warranties, if the Seller's Warranties were repeated every day until Completion, to be breached;
(g) subject to any confidentiality restrictions by which the Seller is bound, keep the Purchaser informed in a timely manner of any Cash Calls issued and details of payments made and the adoption or amendment to any work programme and budget and the negotiation or execution of any material contract pursuant to the PSC and the Operating Agreement, and to the extent not already provided, provide the Purchaser with copies of all Data, written notices and other information provided by or to the Seller (whether before or during the Interim Period) including any technical or geological data or minutes of meetings received under the PSC, the Operating Agreement, the Production Co-ordination Agreement or the HOA and shall provide the Purchaser and the Purchaser's advisers with access, at times convenient to the Seller and subject to reasonable prior notice, during normal working hours to such information, documentation and data (subject always to any confidentiality obligations restricting disclosure) which they may reasonably require in respect of the Transferred Interest;
(h) procure TUPNI to maintain any insurance taken out under the Operating Agreement (details of which shall be provided to the Purchaser promptly following the date hereof to the extent not already provided) and shall procure TUPNI to pursue any claim under the insurance policies and apply any insurance proceeds to meet any costs and expenses or credit the proceeds to the joint account of the Contractor under the Operating Agreement;
(i) take all reasonable steps available to it to ensure that OML 130 is not amended, varied or revoked; and
(j) not transfer nor assign, nor enter into any agreement or arrangement for the transfer or assignment of, any rights or obligations in respect of the Retained Interest.
5.2 If Completion does not take place for any reason provided for in this Agreement: Exhibit 4.49-15
(a) all information provided to the Purchaser under this Clause 5 will be returned to the Seller at the Purchaser's cost promptly after the Seller's request therefor and the Purchaser shall not retain copies thereof; and
(b) all analyses, compilations, studies or other documents prepared by or on behalf of the Purchaser relating to OML 130 and the OML Area and/or the Transferred Interest will be destroyed.
5.3 In respect of the Transferred Interest, the Purchaser agrees and accepts that all work programmes and budgets, commitments to expenditures and other decisions relating to Petroleum Operations relating to the OML Area and which are approved by the management committee under the PSC shall be binding upon the Purchaser in all respects.
5.4 It is agreed that as at Completion and as between the Parties, the words "3 representatives of Contractor" referred to in clause 15 of the HOA shall be read and construed as meaning "2 representatives of the Purchaser and 1 representative of the Seller". For the avoidance of doubt, the Seller shall cause support any request by the Company Purchaser for representation at any subcommittee established under clause 7.7 of the PSC.
5.5 If TUPNI as Operator fails to pay to or credit the Joint Account (as both terms are defined in the Operating Agreement) with any amount due to the Contractor under the PSC, then the Seller and the Purchaser shall co-operate and take such actions as are reasonable to procure that such amount is paid to the Joint Account for the benefit of the Seller and the Purchaser according to their respective Participating Interests (as defined in the Operating Agreement).
5.6 After the date hereof, the Seller shall not agree to any amendment to the HOA which affects the rights, benefits and interests under the HOA to be managed in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so as assigned to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected Purchaser at Completion pursuant to result in a breach the assignment of the provisions HOA interests forming part of this Agreement upon their occurring the Completion Documents without the 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 of 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoing.
Appears in 1 contract
Interim Period. (a) During the Interim Period, Seller shall: (i) maintain and operate the Seller shall cause Properties and dispose of production from the Company to be managed Properties in accordance with its the ordinary course of businessbusiness consistent with Seller’s past custom and practice with respect to the Properties, (ii) to the extent practicable in accordance the circumstances, consult with Applicable Law Buyer in relation to any material decision in connection with the Properties, provided that nothing in this sub-clause shall operate to xxxxxx the discretion of Seller in acting with respect to the Properties except as explicitly provided in this Article 12.14, 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 (iii) generally keep Buyer in a breach timely manner informed of the provisions matters (not of this Agreement upon their occurring prior to Closing, without prejudice and save for any transaction to be entered into a routine or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given minor nature) relating to the Seller by Properties.
(b) Without the Purchaser, consent of Buyer (which consent shall not be unreasonably withheldwithheld or delayed), save for any transaction to be entered into or any action to be carried out pursuant to this Agreementduring the Interim Period, without prejudice to any different provision under this Agreement, the Seller shall procure thatnot, with respect to the Properties:
(ai) except with respect to matters retained by Seller that are referenced in Schedule 10.1.4, waive, compromise or settle any right or claim for an amount in excess of Two Hundred Fifty Thousand United States Dollars (US $250,000) or which may reasonably be expected to have an adverse effect on 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 value of the Properties as a whole in its capital structureexcess of Two Hundred Fifty Thousand United States Dollars (US $250,000);
(bii) no dividends except in connection with AFE’s described on Schedule 10.1.14 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/00currently anticipated but not yet issued AFEs described on Schedule 12.14(b)(ii), pursuant incur obligations with respect to Paragraph 4.2 abovethe Properties for which Buyer would be responsible after Closing, other than transactions (x) the costs of which do not exceed Two Hundred Fifty Thousand United States Dollars (US $250,000) individually and which are incurred in the normal, usual and customary manner and are of a nature consistent with past practices employed by Seller with respect to the Properties, and/or (y) in connection with situations believed in good faith by Seller to constitute an emergency (in which case Seller’s obligation is limited to notifying Buyer as soon as reasonably practicable of such emergency and obligations);
(ciii) except for the possible extension of the current temporary lease agreementencumber, the Company does not sell, transferlease, pledgeremove from the leases, mortgage, lease units or other real or immovable property or otherwise dispose of any assets Properties (excluding sales of production therefrom under existing Contracts or properties (other than inventorynew contracts allowed under Article 12.14(b)(iv) and/or Article 12.14(b)(v) and sales, products and systems sold to customers in the ordinary course removals or disposals 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not Property that are in the ordinary course of business), except for any change which is more favourable to the Companyextent replaced by equivalent property or used, consumed or abandoned in the normal operations of Seller’s business;
(iiv) the Company does not except in connection with AFE’s described on Schedule 10.1.14 or on Schedule 12.14(b)(ii), enter into factoring agreements and/or a contract or commitment for capital expenditures or the acquisition or construction of fixed assets for which Buyer shall have financial leases agreementsresponsibility in connection with the Properties after Closing in an amount individually in excess of Two Hundred Fifty Thousand United States Dollars (US $250,000), except in connection with situations believed in good faith by Seller to constitute an emergency (in which case Seller’s obligation is limited to notifying Buyer as soon as reasonably practicable of such emergency and obligations);
(jv) the Company does not enter into a contract or agreement with an Affiliate of Seller or a contract or agreement with a term of greater than thirty (30) Days unless it can be terminated without penalty on no more than thirty (30) Days notice; or
(vi) terminate, or materially amend or modify, or agree to terminate or materially amend or modify, any legally binding commitment of the Material Contracts, except renewals or extensions of such Contracts on substantially the same terms. Notwithstanding the foregoing, Buyer’s consent shall not be required with respect to Seller’s execution and delivery of Items #50 and #51 set forth on Schedule 10.1.14.
(c) Regardless of whether all of the operations conducted by Seller during the Interim Period with respect to any of the foregoingProperties have been fully completed by Seller prior to Closing, Buyer shall, upon Closing, assume full responsibility for the completion of all such operations applicable to the Properties not in violation of this Article 12.14, subject, however, to the terms of the Transition Agreement during the Transition Period.
(d) During the Interim Period, except for the consents and approvals required under Article 13 or Article 12.13 (which consents and approvals shall be governed by such Articles) Seller shall use Commercially Reasonable Efforts to obtain all required consents and approvals using the consent notice substantially in the form of Exhibit “G” (“Consent Notice”), and to comply with all preferential purchase rights (in each case) applicable to the transactions contemplated by this Agreement, provided that Seller shall not be required to make payments or undertake obligations to or for the benefit of the holders of such rights in order to obtain the required consents and approvals. Buyer shall cooperate with Seller in seeking to obtain such consents, approvals and waivers. If on the Closing Date any material consent applicable to the assignment of any lease, well or unit has not been obtained, such Properties affected thereby and any other Property associated therewith shall be excluded from the transactions under this Agreement and Closing with respect to the unaffected Properties shall proceed, and the Parties shall conduct one or more subsequent closings for the affected Properties if and when such consent has been obtained. If such consent has not been obtained within sixty (60) Days after the Closing Date, the affected Properties automatically and without need for amendment of this Agreement shall be removed from this Agreement, and Buyer shall not be obligated to make payment to Seller for that portion of the Purchase Price allocated to such Properties in Buyer’s Allocations, and the Parties shall have no further obligations to each other with respect to the same.
(e) The Parties acknowledge that operations conducted by Seller pursuant to the AFE’s described on Schedule 10.1.14 or Schedule 12.14(b)(ii) are expressly permitted during the Interim Period and Seller shall not be deemed or held in breach of any of Seller’s representations, warranties, covenants or agreements contained in this Agreement on account of Seller conducting such operations.
(f) Notwithstanding the provisions of Article 19.1, if any approvals are required under this Article 12.14, requests shall be delivered to the following individuals, each of whom shall have full authority to grant or deny such requests for approvals: As to Buyer: As to Seller: Name: Xxxxxxx X. Xxxxxxx Title: Director of Land Address: 000 Xxxx Xxxxxxx Xxxxxx Road Lafayette, Louisiana 70508 Phone: 000-000-0000 Fax: 000-000-0000 xxxxxxxxx@xxxxxxxxxxx.xxx Name: Xxxxx Xxxxx Title: Area Operations Manager, Xxxxxx & Pompano Address: 000 XxxxXxxx Xxxx Xxxx. Xxxxxxx, Xxxxx 00000 Phone: 000-000-0000 Email: Xxxxx.xxxxx@xx.xxx And And Name: Xxxxx Xxxxx Title: Operations Manager, GOM Production Address: 000 Xxxx Xxxxxxx Xxxxxx Road Lafayette, Louisiana 70508 Phone: 000-000-0000 Fax: 000-000-0000 xxxxxxx@xxxxxxxxxxx.xxx Name: Xxxxxx Xxxx Title: Land Manager, Gulf of Mexico SPU Address: 000 XxxxXxxx Xxxx Xxxx. Xxxxxxx, Xxxxx 00000 Phone: 000-000-0000 Fax: 000-000-0000 Email: xxxxxx.xxxx@xx.xxx
Appears in 1 contract
Interim Period. During (a) Seller agrees that, to the Interim Periodextent relating to ASRE, its assets or the Business, 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 enforce the provisions of this Section 5.01 of the Merger Agreement. In the event that Seller becomes aware of any failure of ASI to comply with the provisions of Section 5.01 of the Merger Agreement upon their occurring prior to Closingthe extent relating to ASRE and its assets, or the Business, Seller shall promptly notify Buyer of such failure, giving reasonable detail to the extent of Seller’s knowledge and shall not consent to any action taken by ASI or its Subsidiaries thereunder, to the extent such action relates to ASRE, its assets or the Business, without prejudice and save for any transaction to be entered into or any action to be carried out pursuant to this Agreement. Unless a the prior written consent is given to the Seller by the Purchaserof Buyer, which consent shall not be unreasonably withheld, save for any transaction to be entered into withheld 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;delayed.
(b) no dividends In the event that the Closing does not happen substantially simultaneously with the closing of the Merger, Seller shall comply with Section 5.01 of the Merger Agreement to the same extent that ASI is required to comply therewith prior to the Closing to the extent relating to ASRE, its assets 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;Business.
(c) except for the possible extension Seller agrees that, prior to Closing, all Subsidiaries of the current temporary lease agreementASRE will be disposed of, 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);such that ASRE will have no Subsidiaries at Closing.
(d) Seller agrees that prior to Closing, certain non-cash balance sheet assets, as set forth on Schedule 4.01(d) (the Company does not hire any personnel, with the exception “Non-Cash Assets”) will be distributed out of ASRE as part of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement Additional Pre-Closing Dividends, or (b) required if not so distributed, then such Non-Cash Assets will be converted to replace terminated employees;cash prior to Closing
(e) Nothing contained in this Agreement shall give Buyer, directly or indirectly, the Company does not amend right to control or direct the employment agreements, collective bargaining agreements operations of ASI or other collective labour agreements or conventions applicable ASRE prior to the Company’s employees’, increase the compensation payable Closing. Prior to the employees Closing, ASI and ASRE shall exercise, consistent with the directors terms and conditions of the Company or grant any of them additional personal benefitsthis Agreement, 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 complete control 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoingsupervision over ASI and ASRE’s operations.
Appears in 1 contract
Samples: Share Purchase Agreement (Tower Group International, Ltd.)
Interim Period. During the period from the date of execution hereof through the expiration date of the Put Option in accordance with the provision of Section 6.3 hereof (the "Interim Period"):
(a) The Company shall continue to operate as a separate wholly-owned subsidiary of the Purchaser. The Purchaser and the Crescent Shareholders hereby agree that they will not take any action during the Interim Period to effect a change in the Board of Directors or the management of the IGD subsidiary or sell, assign, hypothecate or transfer any of the Capital Stock of the CGD subsidiary without the consent of the IGD Board of Directors.
(b) The number of Directors of the Purchaser shall be eight (8). Xxxxxx X. X. Xxxxx shall be appointed to the Board of Directors of the Purchaser on the Closing Date and may not be removed during the Interim Period except for cause. If Xx. Xxxxx shall be removed for cause or shall be unable or unwilling to serve as a Director, the Selling Shareholders shall immediately appoint his successor. The parties acknowledge that after the Interim Period, the Board of Directors of Purchaser is anticipated to expand through the addition of independent directors and corporate acquisitions.
(c) 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 all votes 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 action of the provisions Board of this Agreement upon their occurring prior to ClosingDirectors of the Purchaser shall require unanimity, 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 extent any such vote or action relates to any of the following activities by the Purchaser: any acquisition or disposition, which consent shall not be unreasonably withheldany share issuance, save for any transaction borrowing of funds, any encumbrance to be entered created on property of the Purchaser, the issuance of any guarantee and entering into any lease, agreement or other arrangement providing for an expenditure exceeding $1,000.00. Notwithstanding the foregoing, that no party hereto shall be entitled to vote in connection with any proposed action to be carried out pursuant to this Agreement, without prejudice by Directors relating to any different provision alleged failure by such party to observe or perform any of his or its obligations 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 Board of Directors shall proceed promptly to discuss and prepare a business plan for the Company does not hire any Purchaser in light of the markets, operations, personnel, with the exception expertise, financial condition and prospects of the hiring Company, and such other factors as the Board may deem relevant. The parties agree that the Purchaser shall have a Technology Division, whereof Xxxxxx Xxxxxx shall be Chief Executive Officer, and a Graphics Division, whereof Xxxxxxx Xxxxxx shall be Chief Executive Officer, provided such individuals are able and willing to serve. The parties shall use all reasonable efforts to promote the interests of personnel the Purchaser, including without limitation the diligent pursuit of all activities relating to a public offering and the development of the business of the respective companies.
(ae) whose hiring is in progress The parties acknowledge that all of the Schedules hereto are not completed as of the date of execution of this Agreement Agreement. All missing or (b) required to replace terminated employees;
(e) incomplete Schedules shall be compiled and agreed upon by 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;parties within 15 days after such execution.
(f) The Purchaser shall exercise its reasonable best efforts to obtain, effective as soon as reasonably practicable after the Company does not mergeexecution hereof, demerge or consolidate with other a policy of directors' and officers' liability insurance, in such amounts and covering such risks as normally are insured for by companies of approximately the same size as, and do not amend engaged in any way whatsoever the by-laws;businesses substantially similar to, Purchaser.
(g) Each of the Purchaser and the Company does not enter into any loan or other form of financing or financial facility and/or incur, assume or modify represent and warrant that during the existing indebtedness of the Interim Period it shall have sufficient Actual Company ;
(h) the Company does not carry out or implement any material change Value to enable it to conduct its respective business in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the an ordinary course of business), except for manner without incurring any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoingadditional indebtedness.
Appears in 1 contract
Interim Period. During The Company covenants as follows with respect to the Interim Periodperiod prior to the earlier of the Effective Date and the termination of this Agreement:
(a) The Company shall use commercially reasonable efforts and take all actions reasonably necessary or appropriate to preserve the business, assets and goodwill of the Seller shall cause Company's petrochemicals and pulp chemicals businesses and to operate the petrochemicals and pulp chemicals businesses of the Company to be managed in accordance the ordinary and normal course consistent in all material respects with its ordinary course of business, in accordance prior practices.
(b) Except as expressly permitted hereunder or 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, of RAM (which consent shall not be unreasonably withheld, save for any transaction to be entered into delayed or any action to be carried out pursuant to this Agreement, without prejudice to any different provision under this Agreementconditioned), the Seller Company (i) shall procure that:not implement any material changes to the operation of its petrochemicals business, (ii) shall not enter into any new material contracts (such as labor union contracts and employment contracts) or amend, modify or terminate any such contracts, or waive any of its material rights thereunder and (iii) shall not modify its petrochemicals business plans or budgets in any material respect; provided, however, that nothing in this Agreement shall be construed to prohibit the Company from taking any of the following actions (collectively, the "Permitted Transactions"):
(aA) operating its businesses or managing its properties in the Company does not issue any sharesordinary course, warrants, convertible or exchangeable bonds, financial instruments or other securities or any rights relating thereto or otherwise approve or make any change and paying obligations that arise in its capital structureconnection therewith;
(bB) no dividends or reserves will be declared or paid by complying with its obligations as a debtor-in-possession under the CompanyBankruptcy Code, except for an amount equal to Euro 575.000,00 (five hundred seventy-five thousand/00), pursuant to Paragraph 4.2 abovethe Bankruptcy Rules and orders of the Bankruptcy Court;
(cC) except renewing or extending existing contracts 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 services, or entering into replacement contracts for such products and services, in the ordinary course of business)business and upon terms and conditions available in the market place in arms'-length transactions with non-Affiliates;
(dD) the Company does not hire any personnelreconciling, with the exception of the hiring of personnel (a) whose hiring is in progress as of the date of this Agreement objecting to and litigating 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to resolving claims asserted against the Company;
(iE) paying administrative obligations that arise in the ordinary course or are authorized to be paid by order of the Bankruptcy Court, including obligations for fees and expenses owed to professionals employed by the Company does not enter into factoring agreements and/or financial leases agreementsand the Creditors Committee, and compromising any of such obligations as may be appropriate;
(jF) amending the Company's existing debtor-in-possession credit facility ("Present DIP Financing") as necessary to insure the availability of funding through the Effective Date;
(G) selling the Company's pulp chemicals business as contemplated by the Plan but subject to compliance with Section 5(a);
(H) disposing of the Company's acrylic fibers business as contemplated by the Plan but subject to compliance with Section 5(b); or
(I) selling or otherwise disposing of surplus assets within the limits specified in the Present DIP Financing.
(c) The Company shall provide RAM with (i) access to all of the Company's data (as reasonably requested by Investor), (ii) access to the Company's officers and (iii) full opportunity to investigate the Company's businesses and assets. The Company shall keep RAM fully informed in reasonable detail and with all reasonable promptness regarding (A) negotiations with its creditors, employees, labor unions and other interested parties in the Company's chapter 11 case and (B) the nature of, and any material changes to, its condition (financial or other), businesses, assets, liabilities (including contingencies), properties, results of operations and cash flows.
(d) The Company does not enter into will promptly advise RAM, and will afford RAM with reasonable and timely opportunities to consult, regarding any legally binding commitment material actions to be taken or omitted by the Company with respect to the proceedings in the Bankruptcy Court or with respect to any material changes in its charter or bylaws, material capital commitments, material capital expenditures, material financing transactions (including renegotiations or other modifications to existing material debt, credit or lease liabilities or arrangements, material purchases or sales of assets, material contracts or material litigation); provided, however, that, notwithstanding anything to the contrary contained in this Agreement, ultimate control of the foregoingbusiness of the Company shall remain exclusively with the Company until the Effective Date.
(e) As soon as practicable, the Company and RAM will make, and cooperate in making, all filings, applications, requests for consents or similar authorizations for any Regulatory Approvals.
Appears in 1 contract
Interim Period. 6.1 During the period from the signing of this Agreement to Completion (the "Interim Period"), the Seller shall cause (and shall procure that NewCo and the Company to be managed Subsidiaries shall):
(A) operate its business only in accordance with the ordinary course and meet the normal and recurring obligations of its business (for the avoidance of doubt the normal ordinary course of business, business includes lettings to tenants and other arrangements with tenants 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 termination of the provisions joint venture with The Office Operators and the investments in the investment plan 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 except plans for the A Hall);
(B) not allot, issue other than by way of dividend proposed before 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 date of this Agreement, without prejudice redeem or repurchase securities or loan capital or shall become a party to any different provision under agreement to do so; or
(C) not pay (other than where proposed prior to the date of this Agreement) or propose or declare any dividend or other distribution or repayment of capital.
6.2 During the Interim Period and subject to Applicable Law and the confidentiality agreement dated 23 January 2018 between the Seller and Highbrook Fund III Acquisitions NL, C.V. (the "Confidentiality Agreement"), the Seller shall procure that:provide to the Buyer the written information the Seller provides to its Supervisory Board after each Supervisory Board meeting as well as the minutes of such meetings when they have been approved by the Supervisory Board. The Buyer confirms that it is bound by the Confidentiality Agreement.
6.3 The Seller recognizes that the Buyer has expended considerable funds, resources and time performing its due diligence investigation and/or in negotiating this Agreement and other transaction documents in connection with the Transaction. In view of this fact, among other factors, from the date of this Agreement until Completion, neither NewCo, the Seller, nor any of their respective subsidiaries or Representatives shall directly or indirectly solicit or induce any expression of interest, proposal, inquiry or offers (or the announcement thereof) for, or respond to, any unsolicited expression of interest, proposal, inquiry or offers for, or enter into any agreement, term sheet or other similar document (whether or not binding) or conduct any negotiations or discussions or otherwise cooperate with any other person, firm, corporation or other entity with respect, to any of the following transactions or series of transactions (any such transaction being referred to as a "Competing Transaction"):
(aA) 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 structuredebt facility (excluding ordinary course trade debt);
(bB) 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), issuance other than pursuant to Paragraph 4.2 abovethe dividend proposal made in connection with the AGM, sale, grant or disposition of any equity interests of NewCo or the Seller or any of the subsidiaries of NewCo or the Seller (including any option, right to acquire or other security convertible, exercisable or exchangeable into equity);
(cC) except for the possible extension of the current temporary lease agreementsale, the Company does not selllease, transferlicense, pledge, mortgage, lease exchange or otherwise dispose disposition of any assets of NewCo or properties the Seller or their respective subsidiaries (other than inventory, products lettings to tenants and systems sold to customers other arrangements with tenants and joint venture parties in the ordinary course of businessbusiness consistent with past practice);; or
(dD) any merger, consolidation, business combination, plan of arrangement, joint venture, share exchange, reorganization, acquisition of securities, recapitalization or similar transaction involving NewCo, 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 Seller or (b) required to replace terminated employees;
(e) the Company does not amend the employment agreements, collective bargaining agreements their subsidiaries or other collective labour agreements their business 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment with respect to any of the foregoing.assets,
Appears in 1 contract
Samples: Share Purchase Agreement
Interim Period. (i) During the period commencing on the Effective Date and ending on the applicable Hire Date with respect to each In-Scope Employee (the “Interim Period”), except as otherwise provided in this Agreement (including Section 6.05(f)(ii)), Seller shall be the sole employer of, and solely responsible for all salary, wages, employment, payroll and other compensation or benefits of and liabilities (including withholding Taxes and payments to federal, state, and local taxing authorities) owed to or in respect of, and compliance with Laws and requirements in respect of, such In-Scope Employee. In performing their respective duties hereunder, such In-Scope Employees shall be under the direction, control and supervision of Seller; and Seller shall have the sole right to exercise all authority with respect to the employment (including termination of employment), assignment and compensation of such In-Scope Employees.
(ii) Buyer shall reimburse Seller for all reasonable and necessary out-of-pocket costs and expenses incurred and paid by Buyer in respect of each In-Scope Employee during the applicable Interim Period (collectively, “Interim In-Scope Employee Expenses”), including, but not limited to:
(A) The base monthly salary or monthly wages, and any other type of cash compensation paid by Seller to the In-Scope Employee for work performed during the Interim Period, the such as overtime and bonuses;
(B) Expenses incurred by Seller shall cause the Company with respect to be managed each In-Scope Employee that are not included in accordance with its ordinary course of business, in accordance with Applicable Law and with past practice, so clause (A) above that arise as to ensure that no act or event depending on the Company shall occur during such Interim Period which would be reasonably expected to a result in a breach of the provisions of this Agreement upon their occurring prior to ClosingIn-Scope Employee’s work for Buyer, without prejudice and save including, but not limited to, reserves for any transaction workers’ compensation claims arising out of a work accident while the In-Scope Employee is performing work for Buyer during the Interim Period;
(C) Reasonable and necessary travel and business related expenses incurred by Seller in furtherance of Buyer’s business and paid or reimbursed to be entered into an In-Scope Employee by Seller as authorized by Seller’s standard travel and business reimbursement policy;
(D) All assessments, premiums or any action to be carried out pursuant to this Agreement. Unless a prior written consent is given other taxes incurred and paid by Seller with respect to the Seller by In-Scope Employees during the Purchaser, which consent Interim Period; provided that Buyer shall not be unreasonably withheld, save responsible 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:tax restarts; and
(aE) the Company does not issue Without duplication, 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 portion 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 In-Scope Employee Termination Payments 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 the existing indebtedness of the Company ;
(h) the Company does not carry out or implement any material change in the treasury management and/or contractual payment terms to suppliers and/or by customers (including by applying discounts not in the ordinary course of business), except for any change which is more favourable to the Company;
(i) the Company does not enter into factoring agreements and/or financial leases agreements;
(j) the Company does not enter into any legally binding commitment extent accrued with respect to any the period on and after the Effective Date.
(F) Seller shall invoice Buyer on a monthly basis for all Interim In-Scope Employee Expenses (each, a “Monthly Invoice”). All Monthly Invoices shall be due and payable within thirty (30) days after receipt of the foregoingMonthly Invoice by Buyer. All Interim In-Scope Employee Expenses shall be counted as Operating Expenses of the Operating Division.
Appears in 1 contract
Samples: Asset Purchase Agreement (Impac Mortgage Holdings Inc)
