Pending Closing. Without limiting the generality of Section 4.2(a), pending the Closing, Seller shall, except as set forth in Sections 2.4 and 4.3 of the Disclosure Schedule: (a) conduct and carry on the Business only in the Ordinary Course; (b) not purchase, sell, assign, lease, hypothec, pledge or otherwise acquire or dispose of any properties or assets of, or related or used, or otherwise material to, the Business, except for Inventory and supplies purchased, sold or otherwise disposed of in the Ordinary Course; (c) not suffer or permit the creation of any Lien upon any of the Purchased Assets except for any Lien created with respect to Indebtedness pursuant to Seller’s existing credit facilities on the date hereof and disclosed in Section 5.14(c) of the Disclosure Schedule; (d) not waive, release or cancel any material claims against third parties or debts owing to them, or any rights which have any value in connection with the Business; (e) keep all tangible personal property used in the operation of the Business and constituting part of the Purchased Assets in good working order and repair, and replace any Purchased Asset which shall be worn out, lost, stolen or destroyed, in each case having regard to the Ordinary Course practices of Seller; (f) other than (i) as required pursuant to the Contracts set out in Section 4.3(f) of the Disclosure Schedule; and (ii) Contracts required to fulfill binding sales obligations to its customers or contractual commitments listed in the Disclosure Schedules, not enter into, or become obligated under, any Contract with respect to, or in any way affecting, the Business other than Contracts in the Ordinary Course, provided that where individually the stated obligations under or value of any such Contract exceeds, or have maximum obligations or value that exceed, $25,000, such Contract shall only be entered into with Purchaser Consent, not to be unreasonably withheld or delayed; (g) not change, amend, terminate or otherwise modify any agreement or contract with Affiliates and, except in the Ordinary Course, any Transferred Contract or Permit; (h) maintain in full force and effect with respect to the Business, policies of insurance of the same type, character and coverage as the policies currently carried and described in Section 5.16 of the Disclosure Schedule;
Pending Closing. (a Between the date of this Agreement and the Consummation Date, the Company Stockholders will, and will cause the Company to, except as set forth on Schedule 5.12:
(1) carry on it's respective businesses in substantially the same manner as it has heretofore;
(2) use all commercially reasonable efforts to maintain its properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(3) perform in all material respects all of its respective obligations under agreements relating to or affecting its respective assets, properties or rights;
(4) use all reasonable efforts to keep in full force and effect present insurance policies or other comparable insurance coverage;
(5) use its commercially reasonable efforts to maintain and preserve its business organization intact, retain its respective present key employees and maintain its respective relationships with suppliers, customers and others having business relations with the Company;
(6) use reasonable efforts to maintain compliance with all material permits, laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies and similar governmental authorities;
(7) maintain present debt and lease instruments in accordance with their terms and not enter into new or amended debt or lease instruments without the knowledge and consent of IES (which consent shall not be unreasonably withheld), provided that debt and/or lease instruments may be replaced without the consent of IES if such replacement instruments are on terms at least as favorable to the Company as the instruments being replaced;
(8) maintain or reduce present salaries and commission levels for all officers, directors, employees and agents except for ordinary and customary bonus and salary increases for employees in accordance with past practices; and
(9) afford to the officers and authorized representatives of IES reasonable access during normal business hours to all of the Company's sites, properties, books and records and will furnish IES with such additional financial and operating data and other information as to the business and properties of the Company as IES may from time to time reasonably request.
Pending Closing. Pending the Closing, the Seller shall:
(a) conduct and carry on the Business only in the ordinary course, consistent with past practices;
(b) not purchase, sell, lease, mortgage, pledge or otherwise acquire or dispose of any properties or assets of or in connection with the Business, except for Inventory purchased, sold or otherwise disposed of in the ordinary course of the Business;
(c) not increase or otherwise change the rate or nature of the compensation (including wages, salaries, bonuses, and benefits under pension, profit sharing, deferred compensation and similar plans or programs) which is paid or payable to any employee of the Seller who is employed in connection with the Business, except in the ordinary course of business and in accordance with past practices, and not terminate any employee at any of the Facilities without cause without the prior written consent of the Purchaser;
(d) not enter into, or become obligated under, any contract, agreement or commitment with respect to the Business except for (i) any agreements for the purchase of supplies or Inventory items or the sale of Inventory in the ordinary course of business or (ii) any other lease, contract, agreement or commitment having a term of sixty (60) days or less and involving aggregate payments either by or to the Seller or the Business of less than $50,000;
(e) not materially change, amend, or otherwise modify or terminate any Material Contract;
(f) not make any changes in its accounting systems, policies, principles or practices;
(g) not authorize or make any capital expenditures which in the aggregate exceed $50,000 without prior notice to Purchaser;
(h) furnish to the Purchaser within fifteen (15) days after the end of each fiscal month an unaudited balance sheet and related unaudited statement of income of the Business for such period;
Pending Closing. 6.1 Operations between the Signing Date and the Closing Date
6.1.1 Maj Invest undertakes to procure on behalf of MIE4 and the Sellers undertake to procure on behalf of the Muuto Group Companies that except as contemplated by this Agreement, in the period from the Signing Date until Closing, each Group Company;
(a) operates its business in the ordinary course and in accordance with existing practice;
(b) does not participate in any acquisitions by merger or consolidation with, purchase of equity interest of or purchase of substantially all of the assets of, or otherwise acquire, any business, or make any investment in, any Person or merger or consolidate with any Person;
(c) does not enter into, conclude, terminate or change the terms or conditions of any agreements with the Sellers or the Sellers’ Related Parties, except if such conclusion, termination or change has been Disclosed prior to Signing;
(d) does not create, allot, grant, repay, redeem, repurchase, or issue any shares or other securities in any Group Company or any option or other right to subscribe for or acquire any of its shares or other securities, save for as necessary to effect AK Cleemann’s conversion of the Warrants in connection with Closing;
(e) does not pass any resolutions at general meetings or change its Corporate Documents, unless otherwise provided by mandatory statutory provisions or contemplated by this Agreement, save for as necessary to implement the capital increase relating to AK Cleemann’s conversion of the Warrants prior to Closing;
(f) does not grant any Third Party Rights over any of its material assets or give any guarantee or indemnity or other agreement to secure any obligation of a third party;
(g) maintains the insurance policies in accordance with the existing terms and conditions and does not settle any insurance claim made by or on behalf of any Group Company substantially below the amount claimed;
(h) does not make any change to the Accounting Principles or to any accounting practice or policy except as required by Law or accounting regulation or standards;
(i) does not make or change any material tax election or tax structure, change any annual tax accounting period or consent to any extension or waiver of the limitations period applicable to any tax claim or assessment;
(j) does not dismiss any of the key employees (as designated in Sub-Schedule 7.5 to Schedule 11.1) other than in case of material breach of contract, or change their employment terms, includin...
Pending Closing. Between the Company Merger Effective Time and the Partnership Merger Effective Time, the Parties and their respective Subsidiaries shall not take any action or conduct any business of any nature whatsoever other than as specifically contemplated by this Agreement and as necessary to effect the Topco Merger, the Contribution and Issuance and the Partnership Merger.
Pending Closing. (a) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, neither Contributor shall, without the prior written consent of the Company:
(i) sell, lease, mortgage, pledge, transfer, assign or otherwise dispose or encumber any of the Contributed Assets, or suffer or permit the creation of any Lien upon any of the Contributed Assets;
(ii) change, amend, terminate or otherwise modify the Rig Contract, other than in the ordinary course of business;
(iii) enter into any contract (or series of related contracts) related to the Contributed Assets;
(iv) terminate any contract related to the Contributed Assets outside the ordinary course of business;
(v) delay or postpone the payment of accounts payable or other liabilities with respect to the Contributed Assets outside the ordinary course of business;
(vi) cancel, compromise, waive or release any action, claim, demand or proceeding related to the Contributed Assets outside the ordinary course of business;
(vii) enter into any contracts or grant any rights under or with respect to any Intellectual Property;
(viii) make or authorize a change in its certificate of formation, limited liability company agreement or other organizational documents;
(ix) enter into any employment, collective bargaining, or similar contract or agreement with any of the Transferred Employees or modify the terms of any such existing contract or agreement with any of the Transferred Employees;
(x) commit to pay any bonus or grant any increase in the base compensation or made any other changes in employment terms to any of the Transferred Employees outside of the ordinary course of business;
(xi) adopt, amend, modify or terminate any Benefit Plan including any bonus, profit sharing, incentive, severance, or similar contract or agreement for the benefit of any of the Transferred Employees;
(xii) terminate any Transferred Employee other than for cause;
(xiii) make any distribution or dividend of the Contributed Assets or any portion thereof with respect to its equity interests (whether in cash or in kind);
(xiv) agree to do any of the items prohibited by this Section 9.3(a).
(b) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, RAC shall continue to fund all of its obligations under the Rig Contract.
(c) Without limiting the generality of Section 9.2(a), during the Pre-Closing Period, the Company shall not issue any equity interests, or any options, warrants or rights to any equity intere...
Pending Closing. Seller shall deliver to Buyer reasonably promptly each inspection report, questionnaire, inquiry, demand or request for information that primarily or secondarily relates to the Division received from the date of this Agreement through the Closing Date by Seller, any Asset Affiliate or the Conveyed Subsidiaries from (and each response thereto), and each statement, report or other document filed from the date of this Agreement through the Closing Date by Seller with respect to the Division or any Conveyed Subsidiary with, any federal, state or local governmental body or administrative agency (including, but not limited to, the Securities and Exchange Commission, or any stock exchange, other than any request for information received from the Internal Revenue Service in connection with its audit of federal income tax returns that does not relate primarily to the Business).
Pending Closing. Without limiting the generality of Section 5.2(a), pending the Closing, Sellers and Wxxxx Canada shall, except as set forth in Section 5.3 of the Disclosure Schedule and except as specifically contemplated by this Agreement:
(a) conduct and carry on the US Business and the Canadian Business only in the Ordinary Course;
(b) not purchase, sell, lease, mortgage, pledge or otherwise acquire or dispose of any properties or assets of or used in connection with the US Business or the Canadian Business, except for products sold or supplies purchased, sold or otherwise disposed of in the Ordinary Course;
(c) not suffer or permit the creation of any Lien (other than Permitted Liens) upon any of the Purchased Assets or assets of Wxxxx Canada, other than in the Ordinary Course;
(d) not waive, release or cancel any material claims against third parties or material debts owing to, or any rights of Wxxxx US or Wxxxx Canada which have any value;
(e) not increase or otherwise change the rate or nature of the compensation (including wages, salaries, bonuses, and benefits under pension, profit sharing, deferred compensation and similar plans or programs) which is paid or payable to any employee employed in the US Business or by Wxxxx Canada, nor increase the size of the workforce of Wxxxx Canada;
(f) keep the tangible personal property used in the operation of the US Business and the Canadian Business in the same condition it was in on the date of this Agreement, and replace any such personal property which is necessary for the conduct of the US Business or the Canadian Business which becomes worn out, lost, stolen or destroyed, during the period from the date of this Agreement until the Closing Date;
(g) not enter into, or become obligated under, any Contract with respect to the US Business or the Canadian Business, except for any Contract (i) having a term of one (1) year or less, (ii) involving either a payment by or to Wxxxx US or Wxxxx Canada of less than $100,000 and (iii) entered into in the Ordinary Course;
(h) not materially change, amend, terminate or otherwise modify any Contract set forth in Section 7.15(a) of the Disclosure Schedule to which Wxxxx US or Wxxxx Canada is a party;
(i) maintain in full force and effect with respect to the US Business and the Canadian Business, policies of insurance of the same type, character and coverage as the policies currently carried and described in Section 7.18 of the Disclosure Schedule;
(j) not make, or commit to make, any ...
Pending Closing. From the date hereof until the Closing Date, except as set forth on Schedule 4.1 or as otherwise required by this Agreement, the Company shall, unless Purchaser shall otherwise agree in writing:
(1) carry on the business of the Company in the ordinary course;
(2) continue to insure the Company and its properties substantially in accordance with its past practices;
(3) use reasonable efforts to preserve the Company's business organization intact, keep available the Company's present management and employees, and preserve the Company's present relationships with its suppliers and customers and others with which it has business relationships;
(4) not solicit, initiate or intentionally encourage the submission of offers or proposals from any Person (other than Purchaser and ATTI) for the acquisition of the stock or any significant portion of the assets or business of the Company;
(5) not issue, sell or otherwise dispose of any of its shares of capital stock or grant any options, warrants or other rights to acquire any of its shares of capital stock;
(6) not declare or pay any cash or non-cash dividends on its capital stock or any other cash or non-cash distributions in respect of its capital stock;
(7) pay all trade accounts and other accounts payable of the Company when due in the ordinary course or in accordance with past practices (provided that such practices are and have been reasonably acceptable to the Company's creditors in the past);
(8) not extend or shorten the time for payment of the Company's accounts receivable other than in accordance with past practices or in the ordinary course;
(9) not (i) issue any debt securities or (ii) incur any indebtedness for money borrowed whether long or short term other than trade payables incurred in the ordinary course;
(10) not incur or agree to incur any obligations or liabilities except current liabilities accrued in the ordinary course of business, none of which materially adversely affect the Company's business or assets;
(11) not sell, lease or otherwise dispose or agree to sell, lease or otherwise dispose of any of its assets except sales of inventory to end user customers at standard industry prices and terms, in the ordinary course of business;
(12) not make any change in the rate of compensation, commission, bonus or other remuneration payable or paid or agreed to be paid to any of its employees; and
(13) make any write down or write up of the value of any of its inventory. If there is a breach of this S...
Pending Closing. Between the Partnership Merger Effective Time and the Parent Merger Effective Time, MAA and Post shall not take any action or conduct any business of any nature whatsoever other than as specifically contemplated by this Agreement and as necessary to effect the Parent Merger.
