Material Transactions. Prior to the Closing, neither VAPARIA nor OICco will, without first obtaining the written consent of the other parties hereto: declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; amend its Articles of Incorporation or Bylaws or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; directly redeem, purchase or otherwise acquire any of its common or other capital stock; effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; prepay any debt in excess of Five Thousand Dollars ($5,000), borrow or agree to borrow any amount of funds except in the ordinary course of business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Five Thousand ($5,000) Dollars in the aggregate, except in the ordinary course of business; amend or modify any material contract; agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course of business or as otherwise disclosed herein; guarantee the obligation of any person, firm or corporation, except in the ordinary course of business; make any loan or advance in excess of Two Thousand Five Hundred ($2,500) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; sell or otherwise dispose of any real property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the ordinary course of business; commit any act or fail to do any act which will cause a breach of any contract and which will have a material adverse effect on its business, financial condition or earnings; violate any applicable law which violation might have a material adverse effect on such party; purchase any real or personal property or make any other capital expenditure where the amount paid or committed is, in the aggregate, in excess of Two Thousand ($2,500) Dollars per expenditure; except in the ordinary course of business, enter into any agreement or transaction with any of such party’s affiliates; or engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action. ADDITIONAL AGREEMENTS
Appears in 1 contract
Samples: Share Exchange Agreement and Plan of Reorganization (OICco ACQUISITION IV, INC.)
Material Transactions. Prior to the Closing, neither VAPARIA nor OICco will, without first obtaining the written consent of the other parties hereto: declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; amend its Articles of Incorporation or Bylaws or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; directly redeem, purchase or otherwise acquire any of its common or other capital stock; effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; prepay any debt in excess of Five Thousand Dollars ($5,000), borrow or agree to borrow any amount of funds except in the ordinary course of business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Five Thousand ($5,000) Dollars in the aggregate, except in the ordinary course of business; amend or modify any material contract; agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course of business or as otherwise disclosed herein; guarantee the obligation of any person, firm or corporation, except in the ordinary course of business; make any loan or advance in excess of Two Thousand Five Hundred ($2,500) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; sell or otherwise dispose of any real property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the ordinary course of business; commit any act or fail to do any act which will cause a breach of any contract and which will have a material adverse effect on its business, financial condition or earnings; violate any applicable law which violation might have a material adverse effect on such party; purchase any real or personal property or make any other capital expenditure where the amount paid or committed is, in the aggregate, in excess of Two Thousand ($2,500) Dollars per expenditure; except in the ordinary course of business, enter into any agreement or transaction with any of such party’s affiliates; or engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action. ADDITIONAL AGREEMENTS.
Appears in 1 contract
Samples: Share Exchange Agreement and Plan of Reorganization (OICco ACQUISITION IV, INC.)
Material Transactions. Prior to the Closing, neither VAPARIA nor OICco willno Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other parties hereto: Parties): (a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; 31 (b) amend its Articles of Incorporation or Bylaws Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; (c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; (d) directly redeem, purchase or otherwise acquire any of its common or other capital stock; (e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; (f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; (g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; (h) prepay any debt in excess of Twenty-Five Thousand Dollars ($5,00025,000), borrow or agree to borrow any amount of funds except in the ordinary course Ordinary Course of business Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; (i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty-Five Thousand Dollars ($5,00025,000) Dollars in the aggregate, except in the ordinary course Ordinary Course of businessBusiness; (j) amend or modify any material contractContract; (k) agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); 32 (l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course Ordinary Course of business Business or as otherwise disclosed herein; (m) guarantee the obligation of any person, firm or corporation, except in the ordinary course Ordinary Course of businessBusiness; (n) make any loan or advance in excess of Two Twenty-Five Thousand Five Hundred Dollars ($2,50025,000) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; (o) sell or otherwise dispose of any real property Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the ordinary course Ordinary Course of businessBusiness; (p) commit any act or fail to do any act which will cause a breach Breach of any contract Contract and which will have a material adverse effect Material Adverse Effect on its business, financial condition or earnings; (q) violate any applicable law Applicable Law which violation might have a material adverse effect Material Adverse Effect on such partyParty; (r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is, in the aggregate, is in excess of Two Twenty-Five Thousand Dollars ($2,50025,000) Dollars per expenditure; (s) except in the ordinary course Ordinary Course of businessBusiness, enter into any agreement or transaction with any of such partyParty’s affiliatesAffiliates; or (t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action. ADDITIONAL AGREEMENTS7.4
Appears in 1 contract
Samples: Share Exchange Agreement
Material Transactions. Prior to the ClosingEffective Time, neither VAPARIA nor OICco willno Party will (other than (i) as contemplated by the terms of this Agreement, (ii) with respect to transactions for which there is a binding commitment existing prior to the Agreement Date disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 8.3 which do not vary materially from the terms set forth on such Schedule ..3, or in the Ordinary Course of Business without first obtaining the written consent of the other parties hereto: Parties): declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; amend its Articles of Incorporation or Bylaws Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; except pursuant to options, warrants, conversion rights or other contractual rightsrights disclosed in this Agreement, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; directly redeem, purchase or otherwise acquire any of its common or other capital stock; effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; except as set forth in Schedule 8.3(f), enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; prepay any debt in excess of Five Thousand Dollars ($5,000), borrow or agree to borrow any amount of funds except in the ordinary course of business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Five Thousand ($5,000) Dollars in the aggregate, except in the ordinary course of business; amend or modify any material contract; agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course of business or as otherwise disclosed herein; guarantee the obligation of any person, firm or corporation, except in the ordinary course of business; make any loan or advance in excess of Two Thousand Five Hundred ($2,500) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; sell or otherwise dispose of any real property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the ordinary course of business; commit any act or fail to do any act which will cause a breach of any contract and which will have a material adverse effect on its business, financial condition or earnings; violate any applicable law which violation might have a material adverse effect on such party; purchase any real or personal property or make any other capital expenditure where the amount paid or committed is, in the aggregate, in excess of Two Thousand ($2,500) Dollars per expenditure; except in the ordinary course of business, enter into any agreement or transaction with any of such party’s affiliates; or engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action. ADDITIONAL AGREEMENTS;
Appears in 1 contract
Material Transactions. Prior to the Closing, neither VAPARIA nor OICco willno Party will (other than (i) as contemplated by the terms of this Agreement and the Related Agreements, (ii) with respect to transactions for which there is a binding commitment existing prior to the date hereof disclosed in the Disclosure Schedules, and (iii) transactions described on Schedule 7.3 which do not vary materially from the terms set forth on such Schedule 7.3, or in the Ordinary Course of Business without first obtaining the written consent of the other parties hereto: Parties): (a) declare or pay any dividend or make any other distribution to shareholders, whether in cash, stock or other property; 30 (b) amend its Articles of Incorporation or Bylaws Governing Documents or enter into any agreement to merge or consolidate with, or sell a significant portion of its assets to, any other Person; (c) except pursuant to options, warrants, conversion rights or other contractual rights, issue any shares of its capital stock or any options, warrants or other rights to subscribe for or purchase such common or other capital stock or any securities convertible into or exchangeable for any such common or other capital stock; (d) directly redeem, purchase or otherwise acquire any of its common or other capital stock; (e) effect a reclassification, recapitalization, split-up, exchange of shares, readjustment or other similar change in or to any capital stock or otherwise reorganize or recapitalize; (f) enter into any employment contract which is not terminable upon notice of ninety (90) days or less, at will, and without penalty except as provided herein or grant any increase (other than ordinary and normal increases consistent with past practices) in the compensation payable or to become payable to officers or salaried employees, grant any stock options or, except as required by law, adopt or make any change in any bonus, insurance, pension or other Employee Benefit Plan, agreement, payment or agreement under, to, for or with any of such officers or employees; (g) make any payment or distribution to the trustee under any bonus, pension, profit sharing or retirement plan or incur any obligation to make any such payment or contribution which is not in accordance with such Party’s usual past practice, or make any payment or contributions or incur any obligation pursuant to or in respect of any other plan or contract or arrangement providing for bonuses, options, executive incentive compensation, pensions, deferred compensation, retirement payments, profit sharing or the like, establish or enter into any such plan, contract or arrangement, or terminate or modify any plan; (h) prepay any debt in excess of Twenty-Five Thousand Dollars ($5,00025,000), borrow or agree to borrow any amount of funds except in the ordinary course Ordinary Course of business Business or, directly or indirectly, guarantee or agree to guarantee obligations of others, or fail to pay any monetary obligation in a timely manner prior to delinquency; (i) enter into any agreement, contract or commitment having a term in excess of three (3) months or involving payments or obligations in excess of Twenty-Five Thousand Dollars ($5,00025,000) Dollars in the aggregate, except in the ordinary course Ordinary Course of businessBusiness; (j) amend or modify any material contractContract; (k) agree to increase the compensation or benefits of any employee (except for normal annual salary increases in accordance with past practices); 31 (l) place on any of its assets or properties any pledge, charge or other Encumbrance, except as otherwise authorized hereunder, or enter into any transaction or make any contract or commitment relating to its properties, assets and business, other than in the ordinary course Ordinary Course of business Business or as otherwise disclosed herein; (m) guarantee the obligation of any person, firm or corporation, except in the ordinary course Ordinary Course of businessBusiness; (n) make any loan or advance in excess of Two Twenty-Five Thousand Five Hundred Dollars ($2,50025,000) Dollars in the aggregate or cancel or accelerate any material indebtedness owing to it or any claims which it may possess or waive any material rights of substantial value; (o) sell or otherwise dispose of any real property Real Property or any material amount of any tangible or intangible personal property other than leasehold interests in closed facilities, except in the ordinary course Ordinary Course of businessBusiness; (p) commit any act or fail to do any act which will cause a breach Breach of any contract Contract and which will have a material adverse effect Material Adverse Effect on its business, financial condition or earnings; (q) violate any applicable law Applicable Law which violation might have a material adverse effect Material Adverse Effect on such partyParty; (r) purchase any real or personal property or make any other capital expenditure where the amount paid or committed is, in the aggregate, is in excess of Two Twenty-Five Thousand Dollars ($2,50025,000) Dollars per expenditure; (s) except in the ordinary course Ordinary Course of businessBusiness, enter into any agreement or transaction with any of such partyParty’s affiliatesAffiliates; or (t) engage in any transaction or take any action that would render untrue in any material respect any of the representations and warranties of such party Party contained in this Agreement, as if such representations and warranties were given as of the date of such transaction or action. ADDITIONAL AGREEMENTS7.4
Appears in 1 contract
Samples: Share Exchange Agreement
