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. (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:
(i) ensure that no action is taken by Buyer the effect of which would, to the knowledge of Buyer, cause a Buyer Warranty or Kolomoisky Warranty to be untrue, inaccurate or misleading in any material respect if given in respect of the facts or circumstances as at Closing;
(ii) notify Seller promptly if it becomes aware of a fact or circumstance which constitutes or which would or would reasonably be expected to constitute a breach of any Buyer Warranty or Kolomoisky Warranty or Clause 4.1(a)(i), or which would or might reasonably be expected to cause a Buyer Warranty or Kolomoisky Warranty to be untrue, inaccurate or misleading in any material respect in relation to the facts or circumstances as at Closing; and
(iii) without limitation to the generality of Clause 2.2(b) and any remedies available to Seller or the Company as a result of violation of any Warranty, take any and all action necessary in order to cure violation of any Buyer Warranty or Kolomoisky Warranty so as to ensure that by the Closing Date all Buyer Warranties or Kolomoisky Warranties are true and correct in all material respects.
(b) From the date of this Agreement (or, if different, from the date the relevant Warranty is given hereunder) until Closing, the Company and Seller agree to:
(i) comply with, and ensure that each Studio 1+1 and Kino Group Entity and the Company complies with, Schedule 3 and ensure that no action is taken by the Company, Seller or any Studio 1+1 and Kino Group Entity the effect of which would, to the knowledge of Seller or the Company, cause a Studio 1+1 or Kino Group Warranty, Seller Warranty or Company Warranty to be untrue, inaccurate or misleading in any material respect if given in respect of the facts or circumstances at Closing;
(ii) not Transfer or assign, and ensure that no Non-Company Affiliate Transfers or assigns, any Existing Inter-Company Debt or Pre-Closing Investment Debt held by such Person to any third party;
(iii) notify, and ensure that each Studio 1+1 and Kino Group Entity notifies, Buyer promptly if it becomes aware of a fact or circumstance which constitutes or which would or would reasonably be expected to cause any Studio 1+1 and Kino Group Warranty, Seller Warranty or Company Warranty to be untrue, inaccurate or misleading in any material respect if given in respect of the facts or ci...
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.
(b) During the Closing Period, VivoQuest shall, and shall cause its employees, directors, agents and Affiliates to, immediately suspend any existing negotiations or discussions relating to any sale, joint venture or other transfer of any interest in the Licensed IP, and VivoQuest shall not, and shall cause its employees, directors, agents and Affiliates not to, (i) solicit any proposals or offers relating to a transaction involving any of the Licensed IP or (ii) negotiate or engage in discussions with any third party concerning any proposal or offer for a transaction involving any of the Licensed IP.
Pre-Closing Conduct. 1. Sell or otherwise dispose of, or grant any Encumbrance over, the Shares or any interest in the Shares or any of them.
2. Amend the articles of association of any Transferred Company.
3. Issue or sell any shares of capital stock or other equity interests of any Transferred Company, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares or other equity interests.
4. Acquire any corporation, partnership, limited liability company, other business organization or division thereof other than in the ordinary course of business.
5. Adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or recapitalization of any Transferred Company.
6. Makes any change in its accounting policies or its accounting reference date (other than as required by law or any relevant accounting body).
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:
(a) Advise Buyer in writing of any Proceeding that challenges or otherwise materially affects the transactions contemplated hereby and of any actual or anticipated Material Adverse Change (and, if any such event occurs, cooperate with Buyer to minimize the adverse impact on the Project);
(b) When this Agreement requires Seller to obtain the consent of any third party under the terms of any Contracts, permits and agreements identified on Schedule 2.1(a)-(b), Seller will use reasonable best efforts to obtain such consent on terms and conditions not materially less favorable than those in effect on the date hereof;
(c) Use its best efforts to maintain the Assets in their condition as of the Effective Date in accordance with Good Industry Practice, subject to ordinary wear and tear; and
(d) Conduct its operations and activities only in the ordinary and usual course of business consistent with Good Industry Practice, comply with all of the terms and provisions of the Contracts and the Leases and the permits and rights of way identified on Schedule 2.1(a) – (b), and keep the Leases and Contracts in good standing and in full force and effect, and comply with all requirements relating thereto.
Pre-Closing Conduct. During the period from the date of this Agreement to the earlier of the completion of Closing and the termination of this Agreement in accordance with clause 12, except as otherwise agreed in writing between the Parties:
10.1 The Sellers shall operate the Vessels and the Charter Parties in the ordinary course of business.
10.2 The Sellers shall comply with all applicable Laws and contractual obligations related to the Vessels and the Charter Parties.
10.3 The Sellers shall use reasonable efforts to maintain their respective relationships with all employees of the Sellers, and the customers, suppliers, Governmental Bodies and other material third parties with whom the Sellers do business.
10.4 The Sellers shall pay the debts, Taxes and other obligations related to the Vessels when due.
10.5 The Sellers shall adhere to the capital expenditures schedule set forth on Schedule 15.
10.6 The Sellers shall adhere to the dry docking schedule set forth on Schedule 16.
10.7 The Sellers shall maintain the accounting records and financial statement workpapers related to the Vessels and Charter Parties in accordance with past practice.
10.8 The Sellers shall not violate or amend, terminate, waive, release or assign, agree to an extension of, or otherwise modify, the material terms of, any Charter Party, or enter into any contract that would be a Charter Party if entered into prior to the date hereof. Notwithstanding the preceding sentence, a Seller may enter into a Charter Party for not more than 3 months duration not containing any restraints on change of ownership or operator upon written notification to the Buyers in writing. If a Seller desires to enter into a Charter Party with a longer duration, the Seller shall first request the Buyer Guarantor's written consent (such consent to be in the Buyer Guarantor’s sole discretion). The Buyer Guarantor covenants to respond to such request for consent in a reasonable time given the circumstances.
10.9 The Sellers shall not sell, lease, transfer or otherwise dispose of any Asset (other than the expiration of the Charter Parties in accordance with their terms).
10.10 The Sellers shall not hire, promote, demote, terminate or otherwise change the employment status or title of an Employee, other than in the ordinary course of business consistent with past practice.
10.11 The Sellers shall not (a) other than in the ordinary course of business consistent with past practice increase, or make any commitment regarding the future wit...
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. 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.
