Pre-Closing Conduct. Prior to Closing, the Company and its Subsidiaries shall not announce or close any transactions or announce any changes to their business that would reasonably be expected (when announced or disclosed) to materially affect the trading market price of the Class A Shares of the Company on NASDAQ, other than as may be described or disclosed in the registration statement or any prospectus supplement filed on the date hereof.
Pre-Closing Conduct. Parent, Merger Sub, FPSH and the ARG Trust hereby covenant and agree that neither FPSH, nor the ARG Trust, nor Parent, nor Merger Sub shall take any action that would make any of the representations or warranties of Parent, Merger Sub, the ARG Trust or FPSH contained in this Agreement or the Related Agreements untrue or incorrect as of the date hereof or the Closing Date or would result in any of the conditions set forth in Article VII not being satisfied.
Pre-Closing Conduct. None of PKI, either Asset Seller, any Acquired Company or any other subsidiary of PKI shall be under any obligation to terminate the employment of any employee engaged primarily in the Business (a “Business Employee”) prior to the Closing Date.
Pre-Closing Conduct. None of GB Ltd., any Asset Seller, any Acquired Company or any other subsidiary of GB Ltd. shall be under any obligation to terminate the employment of any employee engaged primarily in the AS&O Business (a “AS&O Business Employee”) prior to the Closing Date.
Pre-Closing Conduct. (a) From the date of this Agreement (or, if different, from the date the relevant Warranty is given hereunder) until Closing, Kolomoisky and Buyer agree to:
Pre-Closing Conduct. Without the prior written consent of the Parent, the Company shall not make or change any election, change an annual tax or accounting period, adopt or change any Tax or accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment relating to the Company, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment relating to the Company, or take any other similar action relating to the filing of any Tax Return or the payment of any Tax, if such election, adoption, change, amendment, agreement, settlement, surrender, consent, or other action could have an effect on the Tax liability of the Company for any period ending after the Closing Date.
Pre-Closing Conduct. Except as otherwise expressly permitted by this Agreement or as otherwise consented to by Purchaser in writing, Seller shall refrain from taking or omitting any action which, if taken or omitted prior to the date hereof, would cause the representations in Section 3.8 to be untrue. In addition, during the period form the date hereof until the effectiveness of the Closing, Seller shall not incur any material indebtedness (other than ordinary course accruals for rent and compensation expense) without the prior written consent of Purchaser.
Pre-Closing Conduct. Between the date of this Agreement and the First Closing and the Second Closing, except with respect to Assets transferred at the First Closing, then between the date of this Agreement and the First Closing only, Seller shall:
Pre-Closing Conduct. Seller covenants and agrees that from and after the date hereof, and unless and until this Agreement is terminated or Closing occurs, as hereinafter provided:
Pre-Closing Conduct. (a) During the period between the Agreement Date and the Closing Date (the “Closing Period”), VivoQuest shall conduct its business in the ordinary course consistent with past practice. During the Closing Period, VivoQuest shall not, without the prior written consent of Licensee, (i) enter into, amend, terminate or assert any claim under or with respect to any Contract, (ii) dispose of any material asset or any interest therein, including without limitation any interest in any of the Licensed IP, (iii) incur any indebtedness, (iv) amend its charter documents or (v) issue any securities.
