Common use of Interim Period Clause in Contracts

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

Interim Period. During the Interim Period, the Parent Company shall, except as otherwise herein contemplated: (a) not conduct any the Business in, and only in, the ordinary and normal course thereof in substantially the same manner as heretofore (conducted and to preserve intact the Assets, the business, the present business organization and the clients and customers connected therewith and keep available the services of its present officers and employees and others having business dealings with it to the end that its good will and business shall be maintained; (b) not, without the prior written consent of the CompanyParent, enter into any transaction, undertake any action or refrain from taking any action, action which, if had been effected or had occurred before the date of this Agreement, would constitute a breach of the representations, warranties warranties, or agreements of or the Parent Companys contained herein;herein (provided that the Company shall be entitled to enter into agreements and arrangements to license the Technology and otherwise carry out the Company s business plan and marketing strategy): (c) comply with all laws affecting the operation of its businessthe Business; (d) not create, assume or incur any debt or liability (contingent or otherwise)) outside of the ordinary course of the Business; (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 transactionstransaction, contemplated herein:; (f) not cancel or waive any material claim or right; (g) not sell, lease, or otherwise dispose of any of the Assets, other than in the ordinary course of business; (h) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (hi) not declare, pay or authorize any dividends or make or authorize any distributions distribution, or repayments of capital in respect of its outstanding shares; (ij) 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 Parent 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 ParentCompany); (m1) not solicit, initiate or encourage or cause to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or initiate facilitate or encourage or cause to be initiated facilitated or encouraged any effort or attempt with respect to any Extraordinary Business Combination involving the Parent Company and any other party (other than the Company and other security holders of the CompanyParent). The Parent Company 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 with, or assist or participate in any Extraordinary Business Combination. If the Parent Company receives any such enquiry or proposal, it will promptly notify the Company Parent in writing of all relevant details relating thereto; and

Interim Period. During the Interim Period, the Parent Vendors shall, ---------------- except as otherwise herein contemplated, cause Web Dream: (a) not to conduct any businessthe Business in, and only in, the ordinary and normal course thereof in substantially the same manner as heretofore conducted and to preserve intact the Assets, the Business, the present business organization and the clients and customers connected therewith and keep available the services of its present officers and employees and others having business dealings with it to the end that its goodwill and business shall be maintained; (b) notnot to, without the prior written consent of the CompanyStorimin, enter into any transaction, undertake any action or refrain from taking any action, action which, if had been effected or had occurred before the date of this Agreement, would constitute a breach of the representations, warranties warranties, or agreements of the Parent Vendors contained hereinherein (provided that Web Dream shall be entitled to enter into agreements and arrangements and otherwise carry out Web Dream's business plan and marketing strategy); (c) to comply with all laws affecting the operation of its businessthe Business; (d) not to create, assume or incur any debt or liability (contingent or otherwise)) outside of the ordinary course of the Business; (e) not knowingly take or cause to be taken any steps, directly or indirectly, indirectly which may in any way adversely affect the completion of the transactions, transactions contemplated herein:; (f) not to cancel or waive any material claim or right; (g) not to sell, lease or otherwise dispose of any of the Assets, other than in the ordinary course of business; (h) to pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (hi) not to declare, pay or authorize any dividends or make or authorize any distributions or repayments of capital in respect of its outstanding shares; (ij) not to amend its co stating constating 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) to disclose or cause to be disclosed to the Company Storimin in writing, forthwith upon occurrence, any material change or change in a material fact or new material fact (within the meaning of the shares securities legislation of Ontario and Alberta and/or applicable national policies of shares administrators) securities administrators in relation to the condition, affairs or operations of the ParentWeb Dream); (ml) not to solicit, initiate or encourage or cause to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or initiate facilitate or encourage or cause to be initiated facilitated or encouraged any effort or attempt with respect to any Extraordinary Business Combination involving the Parent Web Dream and any other party (other than the Company and other security holders Storimin). Each of the Company). The Parent Vendors 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 co-operate in any way with with, or assist or participate in any Extraordinary Business Combination. If any of the Parent Vendors receives any such enquiry or proposal, it will promptly notify the Company Storimin in writing of all relevant details relating thereto; (m) not to agree, whether or not in writing, to do any of the foregoing; and (n) not to issue any additional securities without the prior consent of Storimin.

Interim Period. During 5.1 Each of the Interim PeriodSellers, the ZD Parent and the ZD Licensor undertake and covenants that from the Effective Date until Completion it shall, except as otherwise herein contemplated: (a) a. not conduct do or omit to do nor to permit any businessact, matter or thing in respect of the Assets which will cause any of the Sellers' Representations and Warranties, when repeated immediately prior to Completion, to be untrue, inaccurate or misleading; b. not sell, assign, lease or otherwise transfer the Assets or any part thereof other than Stock and Work In Progress in the ordinary course of the Businesses or items not constituting the Assets; c. promptly notify the Purchasers in writing of any fact or circumstance of which any of the Sellers is aware which might cause any of the Sellers' Representations and Warranties (bwhether as given on the Effective Date or repeated immediately prior to Completion) notto be untrue or misleading in any material respect, or of any material adverse change which may occur in relation to the Assets; d. consult with the Purchasers and keep the Purchasers reasonably informed in a timely manner on all matters relating to the Assets other than that of a minor or routine nature; e. procure that the Purchasers are given on request such information regarding the Assets and/or the Businesses as the Purchasers may reasonably request; f. carry on the Businesses in the ordinary course of trading in the manner in which the same has been carried on prior to the Effective Date of this Agreement; g. not employ or otherwise engage any employee or consultant or individual in any other capacity to be an Employee in the Businesses without the prior written consent of the Company, enter into Purchasers; and h. not solicit or employ any transaction, undertake Employee within the Sellers' Group without the prior written consent of the Purchasers. 5.2 If at any action or refrain from taking time prior to Completion: a. a material breach of any action, which, if had been effected or had occurred before of the Sellers' Representations and Warranties occurring prior to the date hereof shall come to the notice of this Agreement, would the Purchasers; or b. there shall occur any act or event after the date hereof which upon Completion will constitute a material breach of any of the Sellers' Representations and Warranties when given or when repeated immediately prior to Completion (other than a breach of a Sellers' Representation or Warranty which arises out of or is the representations, warranties or agreements result of the Parent contained herein;announcement of the entering into by the Parties of this Agreement and the proposed sale of the Assets); or (c) comply with all laws affecting c. there is any material breach or non-fulfillment by any of the operation Sellers of its business;obligations hereunder; or d. if requisite clearance as required in accordance with Clause 3.1 a. is refused or otherwise not obtained; which in any such case is incapable of remedy or, if capable of remedy, is not remedied by a Seller by the date scheduled for Completion hereunder or (dif earlier) not create, assume within thirty (30) days or incur any debt or liability (contingent or otherwise); (e) not knowingly take or cause such longer period as may be agreed after notice hereof from the Purchasers requesting the same to be taken any steps, directly or indirectly, which may remedied then in any way adversely affect such case the completion Purchasers shall be entitled to elect by notice in writing to the Sellers, within ten (10) Business Days of the transactionsdate the Purchasers had the right to provide such notice to the Sellers, contemplated hereinnot to complete the purchase of the Assets in which event this Agreement shall be of no effect and the Parties shall have no further remedy or rights the one to the other. 5.3 If at any time prior to Completion: (f) not cancel a. a material breach of any of the Purchasers' Representations and Warranties occurring prior to the date hereof shall come to the notice of the Sellers; or b. there shall occur any act or waive event after the date hereof which upon Completion will have constituted a material breach of any of the Purchasers' Representations or Warranties had they been repeated immediately prior to Completion; or c. there is any material claim breach or right;non-fulfillment by the Purchasers of their obligations hereunder; or d. if requisite clearance as required in accordance with Clause 3.1 a. is refused or otherwise not obtained; which in any such case is incapable of remedy or, if capable of remedy, is not remedied by the Purchasers by the date scheduled for Completion hereunder or (gif earlier) pay, satisfy and discharge its obligations and liabilities in within thirty (30) days or longer period as may be agreed after notice thereof from 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 Sellers requesting 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 same to be disclosed remedied then in any such case the Sellers shall be entitled to elect by notice in writing to the Company in writingPurchasers, forthwith upon occurrence, any material change or change in a material fact or new material fact within ten (within the meaning 10) Business Days of the shares legislation of Ontario and/or applicable national policies of shares administrators) in relation date the Sellers had the right to provide such notice to the conditionPurchasers, affairs not to complete the sale of the Assets, in which event this Agreement shall be of no effect and the Parties shall have no further remedy or rights the one to the other. 5.4 Following the Effective Date, the Parties shall co-operate with a view to facilitating the orderly transfer of the operations of the Parent; (m) not solicitAssets with a minimum of disruption and shall act in good faith in relation thereto. In particular, initiate or cause the Parties shall negotiate in good faith the terms of a transition services agreement which shall reflect, amongst other things, the Purchasers' agreement to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or initiate or encourage or cause contribute 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 overhead costs of the Company)Sellers (excluding ZDEL) including, for example, cost of floor space, manpower costs, materials, systems requirements and so forth. The Parent will not participate Any costs indicated 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; andsaid transition services agreement shall be for a term extendable on a month-by- month basis.

Interim Period. During the Interim Period, the Parent Storimin shall, except ---------------- as otherwise herein contemplated: (a) not conduct any business; (b) not, without the prior written consent of the CompanyVendors, enter into any transaction, undertake any action or refrain from taking any action, action which, if had been effected or had occurred before the date of this Agreement, would constitute a breach of the representations, warranties warranties, or agreements of the Parent Storimin contained herein; (cb) comply with all laws affecting the operation of its business; (dc) not create, assume or incur any debt or liability (contingent or otherwise); (ed) not knowingly take or cause to be taken any steps, directly or indirectly, indirectly which may in any way adversely affect the completion of the transactions, transactions contemplated herein:; (fe) not cancel or waive any material claim or right; (gf) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business; (hg) not declare, pay or authorize any dividends or make or authorize any distributions or repayments of capital in respect of its outstanding shares; (ih) not amend its co stating constating documents or by-lawslaws other than in the manner described in the Proxy Circular; (ji) not issue, authorize or propose the issuance of, or purchase or propose the purchase of, any of its shares or sharessecurities; (kj) not incur or authorize any expenditure of any nature; (lk) disclose or cause to be disclosed to the Company Vendors in writing, forthwith upon occurrence, any material change or change in a material fact or new material fact (within the meaning of the shares securities legislation of Ontario and/or applicable national policies of shares securities administrators) in relation to the condition, affairs or operations of the ParentStorimin; (ml) not solicit, initiate or encourage or cause to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or initiate facilitate or encourage or cause to be initiated facilitated or encouraged any effort or attempt with respect to any Extraordinary Business Combination involving the Parent Storimin and any other party (other than the Company Vendors and other security holders of the CompanyWeb Dream). The Parent Storimin 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 co-operate in any way with with, or assist or participate in any Extraordinary Business Combination. If the Parent Storimin receives any such enquiry or proposal, it will promptly notify the Company Vendors in writing of all relevant details relating thereto; and (m) not agree, whether or not in writing, to do any of the foregoing.