Pre-Closing Activities. From and after the date of this Agreement until the Initial Closing, each of the Company and the Purchasers shall act with good faith towards, and shall use its reasonable efforts to consummate, the transactions contemplated by this Agreement, and neither the Company nor the Purchasers will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement, subject to the fiduciary duties of the Board of Directors of the Company under Delaware law. From the date hereof until the Initial Closing, the Company shall conduct the business of it and its Subsidiaries in the ordinary course and shall use all reasonable efforts to preserve intact its business organizations and relationships with third parties and, except as otherwise provided herein or in the Separation Agreement, to keep available the services of the present directors, officers and key employees. Without limiting the generality of the foregoing, from the date hereof until the Initial Closing, except as contemplated by this Agreement or as permitted by Section 6.6, without the Purchasers' prior written consent: (A) the Company shall not, and shall cause each of its Subsidiaries not to, adopt or propose (or agree to commit to) any change in the certificate of incorporation or by-laws of the Company or any of such Subsidiaries; (B) the Company shall not, and shall cause each of its Subsidiaries not to, (i) enter into any loan agreement or other agreement pursuant to which the Company or such Subsidiary incurs indebtedness for borrowed money in excess of $250,000 (other than any such agreement among the Company and its wholly owned Subsidiaries or among the Company's wholly owned Subsidiaries) or (ii) amend any such existing agreement (other than to increase the amount available for borrowing under and amend the terms of the GT Credit Facility and the FINOVA Facility up to a maximum of $50 million); (C) the Company shall not, and shall cause each of its Subsidiaries not to, sell any of the assets of the Company or such Subsidiaries (or the securities of entities holding the same) in one transaction or a series of related transactions, where the total consideration to be received by the Company and its Subsidiaries exceeds $250,000 (other than in the ordinary course of business of the Company and its Subsidiaries); (D) other than in the ordinary course of business of the Company consistent with past practice or as set forth in the Separation Agreemen...
Pre-Closing Activities. From and after the date of this Agreement until the Closing, each of the Company and Purchasers shall act with good faith towards each other, and shall use all commercially reasonable efforts to take or cause to be taken all actions necessary, proper or advisable to consummate the transactions contemplated by the Transaction Documents and neither the Company nor any Purchaser will take any action that would prohibit or materially impair its ability to consummate the transactions contemplated by the Transaction Documents.
Pre-Closing Activities. From and after the date of this Agreement until the Closing, each of AIG and Aon shall act with good faith towards, and shall use its reasonable best efforts to consummate, the transactions contemplated by this Agreement.
Pre-Closing Activities. (a) Aradigm, Novo Nordisk and Novo Nordisk Delivery Technologies, Inc. agree that, prior to the Closing Date, they will discuss, in good faith, and subject to applicable Competition Laws, the transfer of applicable know-how and the provision of other assistance by Aradigm to Novo Nordisk and its Affiliates for the conduct of the Development Program.
(b) Part I of Annex 1 to Exhibit A to the Asset Purchase Agreement contains the list of equipment, the location thereof, the book value thereof as reflected on the accounting books and records of Aradigm in accordance with GAAP as of the date hereof that would be included in the Purchased Assets if the Closing were to occur on the date hereof, and the Estimated Purchase Price. The Parties agree to update such list periodically (but not less than monthly) during the period from the date hereof until Closing to reflect (i) the addition of equipment purchased by Aradigm for use in the Development Program with the prior written approval of Novo Nordisk, (ii) downward adjustments that may be required under GAAP, including normal depreciation and amortization, to correctly state the book value of such equipment on the accounting books and records of Aradigm as of the date that is three (3) Business Days prior to the Closing Date and (iii) changes otherwise agreed by the Parties. The final version of Annex 1 to Exhibit A to the Asset Purchase Agreement shall be completed by the Parties no later than three (3) Business Days prior to the Closing Date, and shall be used to determine the Purchase Price.
(c) Aradigm shall provide notice to Novo Nordisk Delivery Technologies, Inc. no later than two (2) Business Days prior to the Closing Date regarding the account with a U.S. bank to which Novo Nordisk Delivery Technologies, Inc. shall deliver the Purchase Price on the Closing Date.
Pre-Closing Activities. Except as otherwise permitted or required by this Agreement or as set forth on Schedule 5.2, prior to the Closing Date the Company shall not:
(a) engage in any activities other than the construction and testing of the Facility and activities in connection therewith;
(b) subject any of the Real Property or Assets (whether tangible or intangible) of the Company to any Encumbrances, except for Permitted Liens;
(c) acquire any properties or assets or sell, assign, transfer, convey, lease or otherwise dispose of any of the Real Property or Assets of the Company except in connection with construction and testing of the Facility;
(d) permit the Bank Balance to be increased above $24,650,000;
(e) amend any Assumed Contract or waive any rights with respect thereto;
(f) acquire by merger or consolidation with, or merge or consolidate with, or otherwise acquire any material business of any corporation, partnership, association or other business organization or division thereof;
(g) change or amend its certificate or articles of organization, operating agreement or other organizational documents except as otherwise required by law;
(h) incur any material obligation or liability except in the ordinary course of business;
(i) enter into or amend, or take or permit any act or omission constituting a material breach or default, under any material contract, indenture or agreement by which the Company or any of the Assets are bound;
(j) hire any employees;
(k) make any loans or advances to any Person, except for expenses incurred in the ordinary course of business;
(l) make any material income tax election; or
(m) agree or commit to do any of the foregoing.
Pre-Closing Activities. Except in the Ordinary Course of Business or as otherwise permitted, contemplated or required by this Agreement, prior to the Closing Date, the Majority Shareholders shall not, and shall cause the Company and the Subsidiaries to not, and the Company and each Subsidiary will not, take any of the following actions, without the written consent of the Purchaser which shall not be unreasonably withheld:
7.2.1 sell, lease, assign, transfer or otherwise dispose of any property or asset (i) having a book value in excess of $100,000 individually or $1,000,000 in the aggregate, or (ii) outside the Ordinary Course of Business;
7.2.2 enter into any Contract with any Related Person that is outside of the Ordinary Course of Business and on less than arms' length terms without providing notice thereof to the Purchaser;
7.2.3 (i) create, incur, assume, guarantee or otherwise become liable or obligated with respect to any indebtedness, or make any loan or advance to, or any investment in, any person, or (ii) forgive or cancel any material indebtedness or contractual obligation other than in the Ordinary Course of Business;
7.2.4 change in any material respect the accounting methods or practices followed by the Company and the Subsidiaries;
7.2.5 amend or modify in any way the Charter Documents of the Company and the Subsidiaries;
7.2.6 (i) alter its outstanding capital stock, or declare, set aside, make or pay any dividend or other distribution in respect of its capital stock (in cash or otherwise), or purchase or redeem any shares of its capital stock or the capital stock of the Subsidiaries, or (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any capital stock or other securities in respect of, in lieu of, or in substitution for, shares of its capital stock;
7.2.7 enter into any new line of business or terminate any of the existing lines of business;
7.2.8 materially change the credit, risk management, actuarial, reserve or claims administration policies or procedures or underwriting standards of the Company or any of the Subsidiaries, except as required by any Authority or under applicable Law; provided, that the Company shall promptly provide written notice of any such material change to the Purchaser;
7.2.9 create or otherwise incur any Lien on any material asset other than in the Ordinary Course of Business;
7.2.10 (i) grant or provide any severance or termination payments or benefits to any director, officer or employe...
Pre-Closing Activities. Prior to the Closing, AOLTW shall cause the TWE Transfer and the Initial TWIC Contribution to occur.
Pre-Closing Activities. From and after the date of this Agreement until the Closing, Buyer shall not take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement.
Pre-Closing Activities. From and after the date of this Agreement until the Closing, Seller agrees to do and refrain from doing the following:
(a) Seller shall not take any action that would prohibit or materially impair its ability to consummate the transactions contemplated by this Agreement.
(b) Seller shall operate the Business in the ordinary course of business and consistent with past practice with no material change in business operations, staffing (regarding key personnel), or acquisition of disposition of assets outside of the ordinary course of business other than with the prior consent of Buyer, which consent shall not be unreasonably withheld.
(c) Seller shall not lease, license or otherwise dispose of, or mortgage, encumber or pledge any Acquired Asset.
(d) Seller will not interfere with Buyer's efforts to, and shall provide reasonable assistance to Buyer in connection with Buyer's efforts to, preserve the Business intact and to keep available to Buyer the opportunity to retain the services of those employees of Seller that are involved in any manner with the operation of the Business (the "Active Employees") (provided, however, Seller shall not be required to increase the compensation of any Active Employee outside of the ordinary course of business). Similarly, Seller will not interfere with Buyer's efforts to, and shall provide reasonable assistance to Buyer in connection with Buyer's efforts to, preserve the goodwill of the customers of the Business and others having business relations with the Business.
(e) Except as reasonably required, based upon the written advice of such parties' legal counsel, to fulfill their fiduciary duties, Seller and its employees, officers, directors, representatives and agents will not, either directly or indirectly, solicit or engage in discussions or negotiations with, or provide any non-public information to, or otherwise cooperate with, any person or entity which seeks to acquire or expresses an interest in acquiring all or any substantial part of the Acquired Assets or the Business, or for the purpose of otherwise effecting a transaction inconsistent with the transactions contemplated by this Agreement.
(f) Seller will maintain all of the Acquired Assets in good repair, order and condition, consistent with past practice, and maintain insurance thereon with respect to the conduct of the Business in amounts and kinds comparable to that in effect on the date hereof.
(g) Seller shall not enter into any collective bargaining agreemen...
Pre-Closing Activities. From and after the date of this ---------------------- Agreement until the Closing, each of Seller, RCBA and Purchaser shall act with good faith towards, and shall use commercially reasonable efforts to consummate, the transactions contemplated by this Agreement, and none of Seller, RCBA, or Purchaser will take any action that would prohibit or impair its ability to consummate the transactions contemplated by this Agreement.
