PRE-CLOSING UNDERTAKINGS Sample Clauses

PRE-CLOSING UNDERTAKINGS. Between the date of this Agreement and the Closing Date, each of the Group Company Parties, Haode Investment, and the Founder Parties jointly and severally undertakes to the Investors to procure that each Group Company shall operate its business in the ordinary course so as to maintain that business as a going concern, and not to take actions or engage in or commit to transactions that are extraordinary in nature or would reasonably be expected to negatively impact the interest of a potential investor at or after the Closing.

PRE-CLOSING UNDERTAKINGS. ‌ 4.1 Pending Closing, the Seller (to the extent lawfully permitted and that the directors of the Target will not breach their own fiduciary duties) shall use all reasonable efforts to make sure that, the business of the Target be conducted in the ordinary course of business. The Seller shall use reasonable efforts to preserve the structural integrity of the Target and maintain its material existing relationships with customers, suppliers, creditors, business partners and other persons having business contacts with them so that on the Closing Date their business continuity will not be damaged. Without limiting the above, the Seller shall procure that the Target complies with the remaining provisions of this clause 4. 4.2 No dividend or other distribution shall be declared, paid or made by the Target without prior written consent of the Purchaser, except for the Pre-Closing Dividend. 4.3 No amendments shall be made to any Constitutional Documents of the Target without the prior written consent of the Purchaser. 4.4 The Target shall not grant any consent or waiver in relation to any reserved matters (however described) pursuant to any shareholders’ agreement, joint venture agreement or articles or association that are applicable to the Target without prior written consent of the Purchaser. 4.5 The Target shall not enter into any contract (whether in relation to a disposal, acquisition or otherwise) or commitment with a value exceeding US$5,000,000 without prior written consent of the Purchaser. 4.6 The Target shall not increase the emoluments of any employee other than in accordance with the normal practice of the Target without prior written consent of the Purchaser. 4.7 The Target shall not transfer or surrender any asset to, or assume, indemnify or incur any liability, for the benefit of the Seller or any member of the Seller Group without prior written consent of the Purchaser. 4.8 The Target shall not pass any directors’ resolution or any shareholders’ resolution in relation to any winding-up of the Target without prior written consent of the Purchaser. 4.9 The Target shall not create, allot or issue any shares, loan capital, securities convertible into shares of the Target or any option or right to subscribe in respect of any shares of the Target, loan capital or share option or subscription right related with securities convertible into shares of the Target without prior written consent of the Purchaser. 4.10 Except (a) the Proposed Transactions or (b...

PRE-CLOSING UNDERTAKINGS. 6.1 From 31 January 2015 until Closing, each Seller shall (unless otherwise required or permitted by the terms of any Transaction Document), by applicable Law, or by any Governmental Entity or as part of the Carve-outs or Add-ons or in connection with the implementation of the Merger or as Fairly Disclosed in folders 5.1.24, 10.3.2 and 10.3.3 of the “Global” exchange of Data Room or as may be approved by the Foreign Purchaser (who shall be entitled to act for the Purchasers for such purpose), such approval not to be unreasonably withheld or delayed) ensure (so far as it is able) that the business of the Group Companies in which it owns an interest is carried on in all material respects only in the ordinary course of business and that: (a) subject to clause 21 and to applicable Law, the Purchasers’ representatives shall be allowed such access as is reasonably requested, upon reasonable notice and at reasonable times, locations and intervals, to (i) the books and records of such Group Companies (including all statutory and minute books) and (ii) the premises used by, and management of, such Group Companies; (b) no such Group Company declares or pays any dividend or other distribution (whether in cash, stock or in kind) or reduces its paid-up share capital, save to another Group Company; (c) no such Group Company issues or agrees to issue or allots any share capital (except to another Group Company); (d) no such Group Company modifies its by-laws or other equivalent organisational document; (e) no such Group Companies makes any change in the accounting methods or practices other than in the ordinary course of business (other than such changes required by applicable local accounting principles); (f) all transactions between any such Group Company and any member of its Seller Group (other than another Group Company) take place (i) pursuant to the terms of existing agreements between Group Companies and such member of its Seller Group as disclosed in the Data Room, or (ii) in a manner and on terms consistent with previous practice in the 12 months prior to 31 January 2015; (g) no such Group Company sells or acquires, or agrees to sell or acquire, any business that is material to it; (h) no such Group Company: (i) employs or agrees to employ any new persons, full or part time, in a Senior Manager capacity (other than to fill a vacancy) or (ii) make changes (other than those required by Law) in terms of employment (including pension fund commitments) in each case ...

PRE-CLOSING UNDERTAKINGS. (a) Southern Gas and the Southern Gas Group Equity Owners undertakes prior to the Closing Date to provide the notice required to be given to _____________ in connection with its preference right to acquire [an interest in certain of the Properties or _____] in accordance with any of the Southern Gas Group's Organizational Documents or Russian law, by no later than two days after execution of this Agreement. Southern Gas will consult with the Buyer concerning the form of notice to be sent to ___ before transmission of the notice to ___.] (b) AUGI undertakes to apply for the required approval of the Federal Anti-Monopoly Service of the Russian Federation in connection with its acquisition of the Southern Gas Group Equity and the Assets no later than 14 days after execution of this Agreement, and Southern Gas and the Southern Gas Group Equity Owners each agrees to cooperate in providing such documents and other materials as may be necessary in connection with this application.

PRE-CLOSING UNDERTAKINGS. 4.1.1. The Parties shall use their best efforts not to take any action as a result of which any of the Sellers’ Warranties and/or the Buyer’s Warranties would become false or inaccurate. 4.1.2. The Sellers shall procure and ensure that during the period from the Signing Date until the Closing Date: (a) the Group Companies operate and carry out their Business in the ordinary course with a view to preserving their existing Business and Business relationships; (b) without a prior written consent of the Buyer, which shall not be unreasonably withheld: (i) no changes in the articles of association of the Company or Group Companies are made, except for the changes needed to exercise InMotion Options and Management Options and the contribution of US Company shares into the share capital of the Company in accordance to Section 3.1.1(d); (ii) the share capital of the Company and Group Companies is not increased or decreased, except for the changes in the share capital needed to exercise InMotion Options and Management Options and the contribution of US Company shares into the share capital of the Company in accordance to Section 3.1.1(d); (iii) no issue of new shares or any other securities (or any options or other rights to purchase or subscribe any securities) convertible into shares of the Group Companies is executed or contemplated, except for the shares to be issued in order to exercise InMotion Options and Management Options and the contribution of US Company shares into the share capital of the Company in accordance to Section 3.1.1(d); (iv) no approval of a winding-up, merger, spin-off, contribution or sale of Business as a whole or of any of its divisions with respect to any Group Company except for and the contribution of US Company shares into the share capital of the Company in accordance to Section 3.1.1(d); (v) no transfer, contribution, assignment, disposal and no other operations (such as pledges, leases, granting of licenses or other rights to a third party) substantially modifying the composition over any assets (or the rights they have) of the Company and Group Companies, except any action in the ordinary course of business; (vi) no investment or capital expenditure by the Company and Group Companies which are out of the ordinary course of business are made; (vii) no loans, credits or monetary facilities are granted by or to the Company and Group Companies except any action in the ordinary course of business; (viii) no guarantees are granted nor ...

PRE-CLOSING UNDERTAKINGS. 4.1 From the date of this Agreement until Closing (or earlier termination pursuant to Clause 12), the Sellers shall comply with the obligations set out in Schedule 5. 4.2 Save with the prior written consent of the Sellers, from the date of this Agreement until Closing (or earlier termination pursuant to Clause 12), the Purchaser agrees and undertakes: (a) to ensure that at all times the Purchaser Shares are admitted to the “Premium segment” of the Official List of the UK Listing Authority and admitted to trading on the London Stock Exchange’s main market for listed securities; (b) that it shall not announce, authorise, make any proposal for, effect or implement any Share Issue or create, allot or issue or grant any option over or right to subscribe for any shares or share capital of the Purchaser (or agree to do any of the foregoing), other than a Permitted Share Issue; (c) that it shall not create, allot or issue or grant any option over or right to subscribe for any securities or equity interests (including options, warrants or other rights) convertible into or exchangeable for Purchaser Shares or other shares or share capital of the Purchaser or any subsidiary (or agree to do any of the foregoing) other than a Permitted Share Issue; (d) that it shall not announce, authorise, declare, make or pay any Dividend other than an Ordinary-Course Dividend payable in cash; (e) that it shall not announce, authorise, make any proposal for, effect or implement any Share Buy Back or return of any part of its capital, other than an Ordinary-Course Share Buy Back; (f) that it shall not announce, authorise, make any proposal for, effect or implement any Reorganisation; (g) that it shall not announce, make any proposal for, effect or implement any Spin-Off; and (h) that it shall not announce, authorise or do or omit to do any other act, matter or thing which would affect the number of Purchaser Shares in issue (other than a Permitted Share Issue or an Ordinary-Course Share Buy Back), or which would give rise to or constitute (i) an income or capital distribution for or payment to Purchaser Shareholders (ignoring any reliefs or relieving provisions) and/or (ii) a shift or transfer of value as between a member of the Purchaser’s Group and Purchaser Shareholders (in their capacity as such) (other than, in the case of each of (i) and (ii), pursuant to an Ordinary-Course Dividend). 4.3 From the date of this Agreement until Closing, the Purchaser agrees that neither it nor any...

PRE-CLOSING UNDERTAKINGS. During the period from the date of this Agreement to Closing, the Seller shall perform its obligations set out in Schedule 5 (Conduct of the Target Companies Pre-Closing).

PRE-CLOSING UNDERTAKINGS. 5.1 From the date of this Agreement until Closing the Seller shall (except as may be approved by the Purchaser) ensure that the Target Business is carried on, in all material respects, only in the ordinary course and the Seller shall comply with the obligations set out in Schedule 6. 5.2 In no event shall Schedule 6 be construed to permit the Purchaser to exercise beneficial ownership or control over any Target Business prior to Closing in respect of such Target Business. 5.3 For the avoidance of doubt, the information to be provided pursuant to paragraphs 3, 4 and 6 of Schedule 6 shall only be required to be provided to a Purchaser Clean Team. The Purchaser shall procure that such Purchaser Clean Team shall keep any information provided in accordance with this Agreement confidential in accordance with clause 31 (Confidentiality).

PRE-CLOSING UNDERTAKINGS. The Parties agrees to take the following actions at, or prior to, Closing: 2.1.1 Seller shall pay, at its sole cost and expenses, any and all renewal and maintenance fees and taxes due in respect of jurisdictions in which the Marks are registered as may be necessary to maintain the Marks. 2.1.2 Seller shall discontinue sales of the Articles as of the date hereof . 2.1.3 Seller shall refrain, and shall direct and instruct its intellectual property counsel to refrain, from taking any action with respect to the Marks and the Intellectual Property Rights that would hinder Purchaser’s ability to effect the assignment of the Intellectual Property Rights of Seller acquired hereunder, including, but not limited to, filing any assignment documents with the trademark offices in any jurisdiction, without the prior consent of Purchaser and its counsel.

PRE-CLOSING UNDERTAKINGS. Conduct of the Target Group 5.1 From the date of this Agreement until Closing, subject to clause 5.2, the Sellers shall procure that for the purposes of protecting the value of the Target Group: (a) the Business of each Target Company is carried on in the ordinary and usual course of business and applying applicable Law in a manner consistent with the way the Business was carried on in the 12 months prior to the date of this Agreement; (b) the Target Companies maintain all policies of insurance contracted by them in respect of the Target Companies which are in place as at the date of this Agreement; and (c) none of the Target Companies: (i) creates, issues, allots, grants any option over or other right to subscribe for or purchase, redeems, buys back, cancels, restricts, repurchases or alters any rights to any share or loan capital or securities or securities convertible into any of the foregoing; AMS6540051 168372-0004 (ii) makes any reduction of its paid-up share capital; (iii) transfers or disposes of a material part of its assets or Business (whether by way of sale, divestiture, licence or otherwise and whether by one transaction or by a series of transactions); (iv) admits any person, whether by subscription or transfer, as a new shareholder of any Target Company; (v) acquires the whole or a material part of the business or assets of any other person, in excess of EUR 200,000 (whether by one transaction or by a series of transactions); (vi) makes any capital commitment which individually exceeds EUR 200,000 or which together with all other capital commitments entered into by the Target Group between the date of this Agreement and Closing, exceeds EUR 1,000,000 in aggregate; (vii) enters into any joint venture agreement, partnership or other arrangement for the sharing of profits or assets; (viii) enters into any transaction with a member of a Sellers’ Group or their respective Connected Persons other than on arm’s length terms and consistent with past practice; (ix) acquires the shares or any other interest in any person, approves or effects any merger, demerger or dissolution or participates in any kind of corporate reorganisation; (x) amends (or passes a shareholders’ resolution to amend) its Constitutional Documents or its accounting procedures, principles and practices; (xi) amends, assigns, terminates or waives any rights under the terms of the Shareholders’ Agreement, the LNs or the Facilities Agreement; (xii) pay any amount in respect of the LN...