Common use of Operations until Closing Clause in Contracts

Operations until Closing. 6.1 From the Signing Date until Closing, except as required by the transactions contemplated by this Agreement or with the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), the Seller will procure that the Group continues to operate in the ordinary course of business in accordance with past practice and that each of the Group Companies: (a) does not enter into any contract that would inhibit Closing; (b) does not change its Corporate Documents, unless such change is required by applicable law provided that any such amendments shall be notified in writing to the Buyer in advance, or pass or adopt any resolutions inconsistent with them; (c) does not issue any of its equity securities or other securities of any nature convertible into its equity securities; (d) does not create, grant or issue any right to subscribe for or acquire any of its equity securities; (e) does not declare or make a dividend or other distribution to shareholders; (f) does not grant any mortgage, charge or other security over any of its material assets or give or agree to give any material guarantee or indemnity, except for guarantees and indemnities given in the ordinary course of business; (g) does not acquire or dispose of any asset (not being an acquisition or disposal in the ordinary course of business and on arm’s length terms) and does not acquire by merger or consolidation with, purchase equity interests of or purchase substantially all of the assets of, or otherwise acquire, any business, or make any investment in, any Person or merge or consolidate with any Person, in each case to the extent such acquisition, disposition, investment, merger or consolidation is material to the Group as a whole; (h) does not assign, license or charge any of its material Intellectual Property other than in the ordinary course of business; (i) maintains, defends and diligently pursues applications for any of its material Intellectual Property in accordance with past practice; (j) does not discontinue or cease all or any material part of its business, or dissolve or enter into any plan of liquidation or dissolution or similar proceeding, or resolve to do any of the foregoing; (k) maintains in all material respects the Group’s insurance policies on the existing terms and conditions; (l) does not make any material change to the Accounting Principles by reference to which the Annual Report is drawn up except as required by reason of a concurrent change in IFRS as adopted by the European Union or in the Danish Executive Order No. 1329 of 14 December 2004; (m) does not undertake or discontinue, settle, or propose to settle any litigation in an amount exceeding DKK 5,000,000; (n) does not amend in any material way, or terminate, or expressly waive compliance with any material term of or material breaches under, any Material Contract, or enter into any material contract that would constitute a Material Contract if it had been entered into prior to the Signing Date; (o) does not make any capital commitments (not being (i) capital commitments made by the management of the Group in the ordinary course of business or (ii) in connection with placing of instruments) in excess of DKK 10,000,000 in the aggregate; (p) does not make any material change to any of its cash management or capital expenditure practices or practices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer deposits; (q) does not make any loan (other than in the ordinary course of business in accordance with past practice) to any Person; (r) does not make any change in the terms of employment of any director or officer of the Group other than in accordance with agreements in existence on the date hereof or collective bargaining arrangements in existence on the date hereof or in accordance with past practice in respect of contracts that expire during such period; (s) does not: make, change or rescind any material election, claim, surrender or disclaimer relating to Tax, amend any material Group Return, change any annual Tax accounting period or consent to any extension or waiver of the limitations period applicable to any Tax claim, proceedings or assessment; and (t) does not agree or offer (in a form capable of acceptance) or otherwise commit to do any of the foregoing.

Operations until Closing. 6.1 From The Majority Sellers undertake to the Buyer within their powers as shareholders in the Company to procure that, in the period from the Signing Date until Closing, except as unless specifically set out in this Agreement, required by the transactions contemplated by this Agreement or Law and/or with the Buyer’s written prior written consent from the Buyer (not to be unreasonably withheld, conditioned or delayedthe extent legally permissible), the Seller will procure that the Group continues to operate in the ordinary course of business in accordance with past practice and that each of the Group CompaniesGroup: (a) does not enter into any contract that would inhibit Closingoperates its business in accordance with existing practice and in the Ordinary Course of Business; (b) does not pass any resolutions at general meetings or change its Corporate Documents, unless such change is required by applicable law provided that any such amendments shall be notified in writing to the Buyer in advance, or pass or adopt any resolutions inconsistent with them; (c) does not issue any of its equity securities or other securities of any nature convertible into its equity securities; (d) does not create, grant or issue any right to subscribe for or acquire any of its equity securities; (e) does not declare or make a dividend or other distribution to shareholders; (f) does not grant any mortgage, charge or other security over any of its material assets or give or agree to give any material guarantee or indemnity, except for guarantees and indemnities given in the ordinary course of business; (g) does not acquire or dispose of any asset (not being an acquisition or disposal in the ordinary course of business and on arm’s length terms) and does not acquire by merger or consolidation with, purchase equity interests of or purchase substantially all of the assets of, or otherwise acquire, any business, or make any investment in, any Person or merge or consolidate with any Person, in each case to the extent such acquisition, disposition, investment, merger or consolidation is material to the Group as a whole; (h) does not assign, license or charge any of its material Intellectual Property other than in the ordinary course of business; (i) maintains, defends and diligently pursues applications for any of its material Intellectual Property in accordance with past practice; (j) does not discontinue or cease all or any material part of its business, or dissolve or enter into any plan of liquidation or dissolution or similar proceeding, or resolve to do any of the foregoing; (k) maintains in all material respects the Group’s insurance policies on the existing terms and conditions;. (d) does not conclude, terminate or change the terms or conditions of any Material Agreements as defined in Majority Sellers’ Warranties or any agreements with or for the benefit of any Majority Seller or any Majority Sellers’ Related Parties; (e) does not incur any financial debt or enter into any other additional borrowings or incur any other indebtedness other than in the Ordinary Course of Business; (f) does not distribute, or authorise or declare the distribution of, any dividends or other payment out of its funds to any Majority Seller or any Majority Sellers’ Related Parties, unless explicitly provided for in the Annual Reports; (g) does not dispose of any material assets used or required for the operation of its business; (h) does not allot or agree to allot any shares or other securities or repurchase, redeem or agree to repurchase or redeem any of the shares, except as explicitly set out in this Agreement; (i) does not make, or agree to make, material alterations to the terms of employment (including benefits) of any of its Key Employees as defined in Majority Sellers’ Warranties; (j) does not provide or agree to provide any non-contractual benefit to any director, officer, employee or their dependants; (k) does not create any Third Party Rights over any of its assets or its undertaking; (l) does not make institute, settle or agree to settle any material change legal proceedings relating to the Accounting Principles by reference to which the Annual Report is drawn up its business, except as required by reason of a concurrent change in IFRS as adopted by the European Union or debt collection in the Danish Executive Order No. 1329 Ordinary Course of 14 December 2004Business; (m) does not undertake grant, modify, agree to terminate or discontinue, settle, permit the lapse of any Intellectual Property Rights or propose enter into any agreement relating to settle any litigation in an amount exceeding DKK 5,000,000such rights; (n) does not amend in incur any material way, or terminate, or expressly waive compliance with any material term of or material breaches under, any Material Contract, or enter into any material contract that would constitute a Material Contract if it had been entered into prior liability to the Signing DateSellers, other than trading liabilities incurred in the Ordinary Course of Business; (o) does not make enter into any capital commitments (not being (ior modify any subsisting) capital commitments made by the management of the Group in the ordinary course of business agreement with any trade union or (ii) in connection with placing of instruments) in excess of DKK 10,000,000 in the aggregateany agreement that relates to any works council; (p) does not make any material change to any of the accounting procedures or principles by reference to which its cash management or capital expenditure practices or practices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer depositsare drawn up; (q) does not make enter into any loan transactions between any Group Company and the Seller (or any Affiliate of the Seller) other than transactions on arm’s length terms and in the ordinary course Ordinary Course of business in accordance with past practice) to any Person;Business; or (r) does not make any effect or otherwise take steps to effect the involuntary liquidation of the Company or another change in to the terms of employment of any director or officer structure of the Group other than in accordance with agreements in existence on which adversely affects (or may reasonably be expected to adversely affect) the date hereof or collective bargaining arrangements in existence on the date hereof or in accordance with past practice in respect of contracts that expire during such period; (s) does not: make, change or rescind any material election, claim, surrender or disclaimer relating to Tax, amend any material Group Return, change any annual Tax accounting period or consent to any extension or waiver of the limitations period applicable to any Tax claim, proceedings or assessment; and (t) does not agree or offer (in a form capable of acceptance) or otherwise commit to do any of the foregoingBuyer.

Operations until Closing. 6.1 8.1 From the Signing Date until Closing, except as required by the transactions contemplated by this Agreement Agreement, Schedule 6.8, or with the Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), the Seller Sellers will procure that the Group continues to operate in the ordinary course of business in accordance with past practice and that each of the Group CompaniesCompany: (a) does not enter into any contract that would inhibit Closing; (b) does not change its Corporate Documents, unless such change is required by applicable law provided that any such amendments shall be notified in writing to the Buyer in advance, or pass or adopt any resolutions inconsistent with themLaw; (cb) does not issue any of its equity securities or other securities of any nature convertible into its equity securities; (dc) does not create, grant or issue any right to subscribe for or acquire any of its equity securities; (e) does not declare or make a dividend or other distribution to shareholders; (fd) does not grant any mortgage, charge or other security over any of its material assets or give or agree to give any material guarantee or indemnity, except for guarantees and indemnities given in the ordinary course of business; (ge) does not acquire or dispose of any asset (not being an acquisition or disposal in the ordinary course of business and on arm’s length terms) and does not acquire by merger or consolidation with, purchase equity interests of or purchase substantially all of the assets of, or otherwise acquire, any business, or make any investment in, any Person or merge or consolidate with any Person, in each case to the extent such acquisition, disposition, investment, merger or consolidation is material to the Group as a whole; (h) does not assign, license or charge any of its material Intellectual Property other than in the ordinary course of business; (i) maintains, defends and diligently pursues applications for any of its material Intellectual Property in accordance with past practice; (j) does not discontinue or cease all or any material part of its business, or dissolve or enter into any plan of liquidation or dissolution or similar proceeding, or resolve to do any of the foregoing; (kf) maintains in all material respects the Group’s insurance policies on the existing terms and conditions; (lg) does not make any material change to the Accounting Principles by reference to which the Annual Report is drawn up except as required by reason of a concurrent change in IFRS as adopted by the European Union or in the Danish Executive Order No. 1329 of 14 December 2004Policies; (m) does not undertake or discontinue, settle, or propose to settle any litigation in an amount exceeding DKK 5,000,000; (nh) does not amend in any material way, or terminate, or expressly waive compliance with any contract which is material term to the Group as a whole and, in particular, none of or material breaches under, any the Material Contract, or Agreements (as defined in Schedule 15.1); (i) does not enter into any material contract that would constitute a Material Contract if it had been entered into prior agreements relating to the Signing Dateborrowing of money; (oj) does not make any loans, advances or capital contributions to, or investments in, any other Person other than loans, advances or capital contributions, or investments by the Company or any of the Subsidiaries to any Subsidiary; (k) does not make inventory purchases outside the ordinary course; (l) does not make any capital commitments expenditures in excess of USD 25,000 in the aggregate that are payable after the Closing Date; (not being (im) makes capital commitments made by the management of the Group and operating expenditures if and when required in the ordinary course of business consistent with past practice and as contemplated Schedule 6.8 and does not delay any such capital or (ii) in connection with placing of instruments) in excess of DKK 10,000,000 in operating expenditures to a period after the aggregateClosing Date; (pn) does not make take any material change other actions the purpose of which is to any increase the Cash of its cash management the Group Companies as of the Effective Date or capital expenditure practices or practices and procedures with respect to collection of trade accounts receivable, establishment of reserves for uncollectible accounts, accrual of accounts receivable, inventory control, prepayment of expenses, payment of trade accounts payable, accrual of other expenses, deferral of revenue, and acceptance of customer depositsotherwise artificially increase the Closing Purchase Price; (q) does not make any loan (other than in the ordinary course of business in accordance with past practice) to any Person; (ro) does not make any change in the terms of employment of any director director, officer or officer Key Employee of the Group (as defined in Schedule 15.1); (p) other than in accordance with agreements in existence on the date hereof or hereof, collective bargaining arrangements in existence on the date hereof or in accordance with past practice in respect of contracts that expire during such periodprior practice; (sq) complies with and fulfils any obligations pursuant to applicable Laws, collective bargaining agreements etc. to inform and/or negotiate with trade unions, any employee representative bodies and/or its employees, with respect to the transactions contemplated by this Agreement; (r) does not: make, not make or change or rescind any material Tax election, claim, surrender or disclaimer relating to Tax, amend any material Group Return, change any annual Tax accounting period or consent to any extension or waiver of the limitations period applicable to any Tax claim, proceedings claim or assessment; (s) does not institute any material litigation, arbitration or settle or waive any material claim or right other than (i) in relation to the collection of trade debts, (ii) in the ordinary course of business, or (iii) as instructed by its insurance providers; (t) complies with the share purchase agreement between IFU and the Company regarding the acquisition of IFU’s shares in Universal Robots (Shanghai) Co. Ltd. and takes all actions necessary in order to give effect to the share transfers contemplated thereunder, in particular in order to obtain all public approvals required in connection with such share transfer; and (tu) does not agree or offer (in a form capable of acceptance) or otherwise commit to do or, as the case may be, not to do any of the foregoing.