Post-Closing Operation Sample Clauses
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Post-Closing Operation. Following the Closing, the Parent and the Buyer shall have sole discretion with regard to all matters relating to the operation of the Company and its Subsidiaries; provided, however, that until the end of the Second Milestone Period:
(i) Neither the Parent nor the Buyer will take any action, or refrain from taking any action, that would reasonably be expected to materially reduce the amount of, or avoid or delay, the issuance of the Milestone Shares (or the making of cash payments under Section 1.12(d)), including, for the avoidance of doubt, causing or permitting the Surviving Company or any of the Subsidiaries to alter the Surviving Company’s percentage ownership in a Subsidiary in a way that would exclude such Subsidiary’s earnings from the calculation of Adjusted EBITDA. Notwithstanding the foregoing, nothing in this Section 1.12(e)(i) shall prevent or restrict (A) the directors of the Parent and the Buyer from taking (or refraining from taking) any actions that they determine in good faith are necessary to satisfy their fiduciary duties or (B) the Parent or the Buyer from taking (or refraining from taking) any action that is required under applicable Law or stock exchange rules, or is taken (or not taken) by it, with the consent of or at the direction of the Founders.
(ii) Subject to the Employment Agreements, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Founders”) shall continue to operate the business of the Company, and shall have reasonable authority with respect to day-to-day operations of the Company, including the authority to hire, fire and set compensation of Employees, subject to thresholds mutually agreed upon with the Buyer, and in consultation with the Buyer.
(iii) The Buyer and the Founders shall mutually agree on an annual budget for the Company for the years 2021-2023, no later than 30 days following the Closing with respect to 2021 and no later than November 30 of the prior year with respect to 2022 and 2023, pursuant to which the Company shall be funded by the Buyer or the Parent as necessary, which funding, for the avoidance of doubt, shall include additional funding from Buyer or the Parent each year (whether through additional capital contributions or debt financing, with no return of any such capital contributions being made and no interest or principal payments with respect to such debt financing being due until after June 30, 2023) of no less than $4,000,000 each year. This budget shall include, but not be limited to, those expens...
Post-Closing Operation. There are numerous operating permits and licenses, and other rights (collectively the "Licenses") held by Conveying Parties or their affiliates (the "Licensees") necessary or desirable in the operation of the Property. The Transferee Entities or related entities (collectively "Transferees") will as promptly as practicable apply for, those same licenses from the various governmental agencies responsible for issuing the same. LA Borrower and Orchards Annex, LLC, for themselves and their affiliated or subsidiary entities who are the Licensees under the Licenses agree that to the extent Transferees have not obtained the necessary licenses or permits on the Closing Date, the Transferees may, to the extent permitted by law, regulation, or governmental practice and procedure, continue to operate under the applicable Licenses held by Licensees until Transferees obtain the applicable licenses, permits or rights, but in no event for more than one hundred twenty (120) days after Closing. Conveying Parties make no representation or warranty about the Lender Parties’ rights to use such Licenses, and is under no obligation to permit such use if not permitted by law or regulation. Transferee Entities shall jointly and severally indemnify, defend and hold the Licensees and Conveying Parties harmless for, from and against any claims, costs, demands, actions, liabilities, expenses (including reasonable attorneys’ fees) and obligations (including attorneys’ fees) incurred by Licensees and/or Conveying Parties arising out of or relating to any such Licenses or the use thereof or actions of Lender Parties with respect thereto, except for claims, costs, demands, actions, liabilities, expenses and obligations related to or arising from the gross negligence or willful misconduct of a Licensee or Conveying Party. The indemnity obligations shall survive the Closing and shall terminate twelve (12) months after the Closing. Conveying Parties have disclosed to Lender Parties that currently, both restaurants (L’Auberge and Taos Restaurant), operate under one series 12 Restaurant Liquor License. L’Auberge Newco will be required to file for a new Series 12 license for L’Auberge and Taos Cantina. The Arizona Department of Liquor Licenses generally issues a temporary license for any premises that is currently licensed to the new applicant when such applicant submits a completed new application in accordance with the department requirements. The Conveying Parties shall use commercially reas...
Post-Closing Operation. Subsequent to the Closing, Curaleaf and its Subsidiaries will own and control the Surviving Corporation and may operate the business of the Surviving Corporation in such a manner as it determines in good faith to be in its best interest; provided, however, that the Surviving Corporation shall not, and Curaleaf and its Subsidiaries shall not cause the Surviving Corporation to, (i) take any action the sole purpose or sole intent of which is to adversely impact the Wholesale THC Revenues or the Adjusted Wholesale THC Revenues earned by Curaleaf and its Subsidiaries during the 2020 calendar year that does not have a legitimate business purpose for Curaleaf and its Subsidiaries, taken as a whole; or (ii) take any action that would materially and unfairly distort the recognition of Wholesale THC Revenues or Adjusted Wholesale THC Revenues earned by Curaleaf and its Subsidiaries during the 2020 calendar year for the purpose of affecting Parent’s obligation to pay any Contingent Merger Consideration.
Post-Closing Operation. Subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Business; provided that during the Earn-Out Review Period, (a) Buyer shall not change the brand name of the products being sold by the Business, and (b) Buyer shall not move Seller’s primary operating facility located 14351-14355 ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇, and (c) Buyer shall use commercially reasonable efforts to realize Revenues and not take any actions in bad faith that would have the intended effect of avoiding the Earn-out Payment.
Post-Closing Operation. Teltran through November 1, 2000 shall cause the Acquired Company to
(i) to continue operations of the Acquired Company consistent with the development plans of the Acquired Company as evidenced by reference to the attached expenditure schedule and in accordance with reasonable business judgement provided nothing herein shall require Teltran to finance the operations of the Acquired Company (in excess of the (pound)1.9 million share subscription monies) or shall prevent Teltran or the Acquired Company from effecting changes in the Acquired Company's operations (including changes in expenditures) if revenues, cash flow and losses or net income of the Acquired Company in its reasonable judgement warrant a change;
(ii) maintain separate books and records of the Acquired Company; and
(iii) not change accounting policy in a manner which would adversely effect Value and ensure that accounting policies are in accordance with UK GAAP;
(iv) only enter into transactions with affiliates on terms and conditions as may be fair. A determination of an independent Investment Banker of fairness shall be conclusive. Notwithstanding the foregoing, nothing shall prevent Teltran from its U.K. operations with IPL and or charging a nominal amount for services as accounting services. Notwithstanding the above, Teltran may cause the Acquired Company to make acquisitions or issue shares in connection therewith provided that the business of the Acquired Company shall continue to be operated separately in accordance with the above and the value of the Acquired Company to be determined in accordance with paragraph 2.6 shall not be effected whether adversely or beneficially.
Post-Closing Operation. From and after the Effective Time and until December 31, 2018, Parent shall use commercially reasonable best efforts to assist the Surviving Corporation in achieving the aggregate Contingent Consideration and shall not knowingly take (or knowingly cause any of its controlled Affiliates to take) any action for the primary purpose of preventing the achievement of the aggregate Contingent Consideration and shall use commercially reasonable best efforts to operate the business in the ordinary course until December 31, 2017. Without limiting the foregoing, Parent shall not (i) wind-down or liquidate the Surviving Corporation or its Subsidiary, or (ii) cause the Surviving Corporation and its Subsidiary, as a stand-alone Person (and not as part of a sale of or merger, consolidation, or other business combination or reorganization involving Parent or a sale of all or substantially all of Parent’s business or assets), (A) to be sold to, merged with or into or consolidated with any Person or (B) to sell all or substantially all of its business or assets to any Person, in each case of (A) and (B), other than Parent or an Affiliate of Parent.
Post-Closing Operation. The Parties agree that B▇▇▇▇’s executive officers and board of directors have a fiduciary duty to all of its shareholders and, as such, will at all times retain the right to manage and make decisions in a manner that is in the best interests of B▇▇▇▇’s shareholders. Within that constraint, during the Earnout Period, Buyer shall not, and shall cause each of its controlled Affiliates not to:
A. actively divert any revenue generating opportunity away from the Surviving Entity to Buyer or any of its other Affiliates or Subsidiaries, unless all such revenue is included as Recognized Revenue;
B. take any actions reasonably likely to prevent the Surviving Entity from meeting any Earnout Revenue Target (including depriving the Surviving Entity of sufficient personnel, technical or financial resources reasonably required for the Surviving Entity to meet all Earnout Revenue Targets; provided that, for the avoidance of doubt, through December 31, 2023, Buyer shall provide at least an amount of capital (the “Minimum Capital Amounts”) to the Surviving Entity consistent with the budget of the Surviving Entity set forth on Schedule 3.2 (“Brightline Budget”); provided, further, that, in the event that the Surviving Entity does not achieve the applicable revenue amounts set forth in the Brightline Budget (the “Revenue Amounts”) for two consecutive fiscal quarters (any such shortfall amount, a “Revenue Shortfall Amount”), Buyer may review and reasonably reduce the Minimum Capital Amounts, so long as such reduction is proportionately consistent with the extent to which the applicable Revenue Shortfall Amounts are less than the applicable Revenue Amounts);
C. take any actions reasonably likely to inhibit B▇▇▇▇’s ability to deliver the Earnout Consideration; and
D. terminate T▇▇▇▇ ▇▇▇▇▇ from the role of General Manager (or equivalent position) of the Surviving Entity in order to inhibit the Surviving Entity from meeting any Earnout Revenue Target. In the event that Buyer materially breaches any of the foregoing provisions (A)-(D), which is not cured within thirty (30) days after written notice of such breach delivered to Buyer, then (1) all Earnout Cash Payments shall be paid to Sellers, in accordance with their Pro Rata Portion, regardless of the performance of the underlying Earnout Revenue Targets and (2) all unissued Earnout Stock shall be issued in accordance with their Pro Rata Portion to Sellers, regardless of the performance of the underlying Earnout Revenue Targets, p...
Post-Closing Operation. Subsequent to the Closing, Buyer shall have sole discretion with regard to all matters relating to the operation of the Business, including, but not limited to, determining which of the Seller Products to continue to make available, the pricing of the Seller Products and decisions regarding manufacturing of Seller Products, acceptance of orders, sales policies and credit terms, and the ability to discontinue operations; provided, that Buyer shall not, directly or indirectly, take any actions in bad faith that would have the intended effect of avoiding the Earn-out Payment. Notwithstanding the foregoing, Buyer has no obligation to operate the Business in order to achieve the Earn-out Payment.
Post-Closing Operation. Concurrently with Closing, Buyer’s management agent (“Manager”) and Seller shall execute a “Management Agreement” in form and substance mutually acceptable to both parties with a term of three (3) years, pursuant to which Manager shall provide to Seller administrative and maintenance management services with respect to Unit 1 for a fee $60,000.00 per year, payable in monthly installments in arrears; it being understood and agreed that such fee shall be a net fee to Manager and that Seller shall be solely responsible for all third party costs and expenses of repairs, replacement, snow removal, waste removal, etc.”
Post-Closing Operation. Subject to the terms of this Agreement and the other Ancillary Agreements, following the Closing, Parent shall have sole discretion with regard to all matters relating to the operation of the Company and the Business, and none of Parent, Merger Sub or any of their respective Affiliates (i) shall be under any obligation or have any duty to act in such a manner that would maximize the amount of the Performance Amount, (ii) will owe any Stockholder any fiduciary or similar duty in respect of the magnitude of the Performance Amount, or (iii) will have any obligation, or will be bound by any agreement or covenant of any kind, in respect of this Section 2.6 other than an obligation to comply with the covenants and agreements expressly set forth in this Section 2.6; provided, that (x) Parent shall not, directly or indirectly, take any actions in bad faith that would have the effect of avoiding, reducing, or delaying the payment of any of the Performance Amounts hereunder or (y) terminate the employment of any Key Employee of the Company without Cause (as defined in the applicable Key Employee’s Specified Offer Letter). The Parent shall maintain books and records of the Surviving Corporation and its Subsidiaries during the Calculation Period as is reasonably necessary to allow for the calculation Adjusted EBITDA.