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.
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:
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:
Pre-Closing Activities. Except as otherwise permitted, required, or contemplated by this Agreement, or as set forth on Schedule 7.2, until the earlier of Closing or the termination of this Agreement according to its terms, the Seller Parties will not cause or permit Seller or the Company to do any of the following without Buyer’s prior written consent:
Pre-Closing Activities. Prior to the Closing, AOLTW shall cause the TWE Transfer and the Initial TWIC Contribution to occur.
Pre-Closing Activities. Each of YSI and the Seller covenants and agrees that from the date of this Agreement until the Closing Date, except as otherwise specifically agreed to in writing by Purchaser (which agreement shall not be unreasonably withheld), neither the Company nor any of the Subsidiaries shall:
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.
