Post-Closing Activities. At any time after the Closing Date, upon either party’s written request and without further consideration, the other party shall take such other actions as the requesting party may reasonably deem necessary or desirable in order to consummate the terms of, obligations under and transactions contemplated by, this Agreement.
Post-Closing Activities. (a) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(a), the Acquired Companies) shall not engage in any transaction with or involving any Acquired Company or take any action outside the ordinary course of business with or involving any Acquired Company unless (i) Sellers have received from Purchaser an opinion of counsel mutually agreed to by the parties that such transaction would not result in an increase in the earnings and profits (as defined in Code Section 964) of any of the Acquired Companies (or their successors), (ii) Sellers otherwise consent in writing or (iii) Purchaser takes all steps that are necessary to completely eliminate all current or accumulated earnings and profits (as defined in Code Section 964) of the Acquired Company that takes such action or engages in such transaction.
(b) Prior to January 1 of the year following the applicable Closing Date with respect to a particular Operating Company and related Intermediate Holding Companies, Purchaser and its Affiliates (including, for purposes of this Section 6.33(b), the Acquired Companies) shall not engage in any transaction outside the ordinary course of business consistent with past practices while owned by Sellers which would result in any of the Acquired Companies (or a successor to such company) recognizing income that would be treated as Subpart F Income or engage in any transaction (even if in the ordinary course of business) that would result in an Acquired Company that is not an Operating Company recognizing any income that would be Subpart F Income (other than the investment of existing cash reserves and cash from operations); provided, that Purchaser shall not be deemed in breach of this requirement if prior to entering a transaction it obtained (i) an opinion of counsel mutually agreed to by the parties that such transaction will not result in the recognition of Subpart F Income, (ii) the prior written consent of Sellers or (iii) Purchaser takes such steps as are necessary to completely eliminate any Subpart F Income to the Seller with respect to transactions occurring after the Closing Date.
(c) Purchaser has no present plan or intention to (i) liquidate, dissolve or merge any Netherlands BV it directly or indirectly acquires from Sellers, (ii) transfer ownership of any of the Acquired Compa...
Post-Closing Activities. (a) After the Closing, Aradigm agrees that it will cooperate with and allow Novo Nordisk Delivery Technologies, Inc. reasonable access to any of its personnel who have knowledge of the Development Program such that Novo Nordisk Delivery Technologies, Inc. may, to its reasonable satisfaction, become informed as to the operation, transition and specifications of the Development Program and the Purchased Assets.
(b) At any time after the Closing, each Party may (upon reasonable prior written notice to the other Party) request the ability to copy and/or certify documents that are in the possession of the other Party and that, in the case of a request by Novo Nordisk or Novo Nordisk Delivery Technologies, Inc., relate to the Development Program and other AERx development activities, and in the case of a request by Aradigm, relate to its prior conduct of the Development Program or other AERx development activities. Upon receipt of any such notice, the Party possessing such documents shall, subject to applicable Competition Laws and/or confidentiality obligations to third parties, provide the requesting Party with reasonable access to such documents, and the Party making such request shall bear all costs of such copying and/or certification.
(c) Novo Nordisk Delivery Technologies, Inc. agrees to reimburse Aradigm for fifty percent (50%) of the replacement cost to Aradigm of purchasing the equipment listed on Schedule 2.04(c).
Post-Closing Activities. Following the Closing, for so long as the Company holds shares of Parent Common Stock:
(a) The Company shall not (i) conduct any business or engage in any activities, other than (A) holding shares of the Parent Stock Amount, (B) discharging the Excluded Liabilities, (C) performing its obligations under this Agreement and the other Transaction Documents to which it is a party and (D) effecting an orderly and prompt wind-down of its operations, including terminating the Company Employee Programs and transferring or terminating the Excluded Assets, or (ii) incur or permit to exist any Liabilities, other than (A) the Excluded Liabilities, (B) Liabilities arising under this Agreement and the other Transaction Documents to which the Company is a party and (C) liabilities that are de minimis in amount incurred in connection with the maintenance of the Company’s legal status; and
(b) The Company shall not: (i) merge or consolidate with any Person; (ii) cause or permit the creation of any subsidiary of the Company or any Seller Subsidiary; (iii) enter into any transaction or series of transactions with any Person involving the sale, lease, transfer, or license of the remaining assets of the Company, including, without limitation, the Parent Stock Amount; (iv) issue or sell any Company Capital Stock (or other equity interests) or any rights or options to purchase Company Capital Stock (or other equity interests), except for issuances pursuant to the exercise of warrants or options to purchase Company Capital Stock (or other equity interests) outstanding as of the Closing Date (on terms in effect on the Closing Date), or (v) dissolve or wind up the Company.
Post-Closing Activities. After the Closing, the parties shall execute and deliver such other and further instruments and perform such other and further acts as may be reasonably necessary or desirable for the implementation of this Agreement or the consummation of the transactions contemplated hereby.
Post-Closing Activities. Simultaneously with or immediately after the Closing the Company shall make all such post-Closing filings with Governmental Authorities required under Requirements of Law in relation to the matters referred to in this Agreement and upon request shall provide evidence thereof to Infinity Capital. Within 45 days after the Closing Date, Vxxxxxx shall identify an individual to be appointed to the Board of Directors, and the Company hereby covenants that Board of Directors shall promptly appoint such individual as a Director. The Company covenants that it shall at all times use its commercially reasonable efforts to maintain, for a period of three years from the Closing Date, directors and officers insurance coverage at least as protective as the Company’s current coverage. For so long as Infinity Capital continues to own at least 10% of the Company’s outstanding Equity Shares, the Company shall not enter into any agreement pursuant to which it would provide a third party with registration rights for Company securities, without the consent of Infinity Capital (which may be withheld at the sole discretion of Infinity Capital), unless the Company provides Infinity Capital with registration rights on a parri passu basis with such third party. To the extent the securities issued to Infinity Capital or its Nominee pursuant to this Agreement are Equity Shares, as opposed to ADSs, the Company covenants that it shall (at its own expense to the extent permissible under Requirements of Law), as soon as reasonably practicable in light of applicable Requirements of Law, cause such Equity Shares to be converted into ADSs. The Company further covenants that it shall notify Infinity Capital promptly once Requirements of Law provide that any Equity Shares issued pursuant to this Agreement may be converted into ADSs. With a view to making available the benefits of certain rules and regulations of the Securities Exchange Commission which may at any time permit the sale of the restricted securities to the public without registration, so long as Infinity Capital continues to own at least 10% of the Company’s outstanding Equity Shares, the Company agrees to use its commercially reasonable efforts to:
(a) Make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act of 1933, as amended;
(b) File with the Securities and Exchange Commission (the “Commission”) in a timely manner all reports and other documents required of the...
Post-Closing Activities. Simultaneously with or immediately after the Closing the Company shall make all such post-Closing filings with Governmental Authorities required under Requirements of Law in relation to the matters referred to in this Section 2 and Section 5 (including the filing of the Restated Charter Documents with the Registrar of Companies, Hyderabad, India) and upon request to provide evidence thereof to Venture Tech.
Post-Closing Activities. (a) Seller agrees that it will have prepared and submitted to Buyer within forty-five (45) days after the Closing Date, audited financial statements for each of the Leased Premises by the accounting firm of Coopers & Xxxxxxx ("Accountants") pursuant to an engagement letter executed by the Closing Date and approved by Buyer, such audited financial statements to be in a form acceptable to Buyer and sufficient for Buyer to meet its submittal obligations to third parties. Seller agrees to make all records necessary for the completion of such audited financial statements available to the Accountants and Buyer as reasonable for completion of statements within the 45 day period.
(b) In the event any item listed in section 5 above is not completed and delivered to Buyer on or prior to the Closing Date, Buyer may agree to proceed with Closing based upon Seller's commitment and representation herein that it will diligently pursue to completion and delivery of any and all such items as soon as reasonably possible.
Post-Closing Activities. After the Closing, the parties shall take ----------------------- following actions:
(a) The Sellers shall prepare, and the Sellers' accountant, KPMG Peat Marwick LLP shall audit, and the Sellers shall deliver, within fifty-five (55) days after the Closing Date, the Companies' Closing Statement of Net Assets and a post-closing statement (the "Post-Closing Statement") to the Buyers and the Buyers' accountants to be prepared in accordance with GAAP that will set out the actual amount as at the Closing Date of the Companies' Closing Net Assets as reflected on the Companies' Closing Statement of Net Assets. For purposes of determining the amount of the Companies' Closing Net Assets to be reflected on the Companies' Closing Statement of Net Assets, the parties agree to the audit guidelines and accounting policies set forth on SCHEDULE 8.8(a) attached hereto. Based on -------------- the foregoing, the Post-Closing Statement shall set out the total amount of the Aggregate Purchase Price as adjusted pursuant to Paragraph 2.2 above (the "Adjusted Aggregate Purchase Price"). In conjunction with the preparation of the Companies' Closing Statement of Net Assets:
(i) The Sellers shall conduct a physical inventory of those categories constituting at least 80%, in value, of the raw materials, work-in-progress and finished goods inventories of CDP Inc., including, without limitation, antibodies, antigens, bulk standards, controls, serums, bottle components and kits. The difference between the results of the pricing of the physical inventory and the recorded inventory shall be charged or credited, as the case may be.
(ii) The Sellers shall prepare a list of items comprising the net book value of the fixed assets of CDP Inc. Subject to the reasonable satisfaction of the Buyers, certain material items on such list shall be indicated as having been physically counted by the Sellers while the remaining items on such list shall not have been physically counted by the Sellers.
(iii) The Sellers shall include an asset on the Companies' Closing Statement of Net Assets which reflects the capitalization of a portion of the payment to Hybritech Incorporated as a license acquisition fee, as described in Section 4.1.10 of the Schedule of Exceptions. The Sellers and the Buyers agree that the amount of such asset will be excluded from the determination of the Adjusted Aggregate Purchase Price.
(b) The Buyers and the Buyers' accountants shall have the right to review all records, work pap...
Post-Closing Activities. Except as otherwise provided herein, during each Earnout Period, the Buyer will, and will cause the Company to, comply with the following provisions: (i) neither Buyer nor the Company shall take any action in bad faith which has the primary purpose of reducing the payment of the Earnout Payment to the Sellers; and (ii) in order to permit accurate measurement of the Earnout Payment, the Buyer shall treat the Company’s business as an independent business unit for recordkeeping and accounting purposes. Except as set forth in this Agreement, nothing set forth in this Section 0 shall prevent the Buyer, the Company or their Affiliates from (x) operating their businesses, including the Business, in their sole discretion and in the best interests of the Buyer, the Company, their Affiliates and their shareholders (including, without limitation, changing the name of the Company), or (y) conducting their businesses, including the Business, in accordance with their sole business judgment and, in connection therewith, making any decision that they determine to be reasonable. Notwithstanding the foregoing, it is the Buyer’s intent to not decrease any Company employee’s on-target earnings (which is the total of the employee’s base compensation and bonus, if any) until completion of the Year 2 Earnout Period. Additional information regarding Post-Closing Activities of the Company is set forth in Schedule 1.7(b).
