Common use of Prohibited Actions Pending Closing Clause in Contracts

Prohibited Actions Pending Closing. Unless otherwise expressly provided for herein or approved by Buyer in writing, from the date of this Agreement until the Closing Date, Seller shall not: (a) Induce, solicit or entice any Residents to transfer or discontinue any relationships with Seller prior to the Closing Date or Buyer after the Closing Date; (b) Remove any Personal Property necessary for the operation of the Business from the Facilities unless the same is replaced by property of substantially equal or greater value, or unless the removal is authorized pursuant to the provisions of this Agreement; (c) Interfere with or disrupt Buyer’s relationship with any employee or Resident of Seller; (d) Accept any advance payment for more than thirty (30) days of any rent or Residents’ occupancy fees under any Lease or occupancy agreement; or waive, reduce or forgive any rent or occupancy fees required to be paid under any occupancy agreement, or grant any lease or other concessions or free rent periods under any occupancy agreement; (e) After the expiration of the Study Period, renew, extend, terminate, modify or waive any term or condition of any of the Service Contracts or Resident occupancy agreement, nor, after the expiration of the Study Period, enter into any new Contracts relating to the Facilities or the Business, if such Contracts would survive the Closing; (f) Make any capital improvements to the Property in excess of $10,000; (g) Make any commitments or representations to any applicable Governmental Authority, any adjoining or surrounding property owners, any civic association, any utility or any other person or entity that would in any manner be binding upon Buyer or upon the Property or the Business; (h) Sell or otherwise dispose of, or agree to sell or dispose of any of the Assets, except in the ordinary course of business as permitted by this Agreement; and (i) Take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement or otherwise take any action outside of the ordinary course of business of Seller.

Prohibited Actions Pending Closing. Unless otherwise expressly provided for permitted herein or approved by Buyer Purchaser in writingwriting (which approval shall not be unreasonably withheld, conditioned or delayed) or required by applicable Law or in the Ordinary Course of Business, from the date of this Agreement hereof until the Closing DateClosing, the Seller and Holdings shall not:cause the Company and each of its Subsidiaries not to, and the Company shall not (and shall not permit its Subsidiaries to): (a) Inducedeclare, solicit set aside or entice pay any Residents to transfer dividend or discontinue other distribution in respect of any relationships with Seller prior to securities of the Closing Date Company or Buyer after repurchase, redeem or acquire any outstanding securities of, or other ownership interest in, the Closing DateCompany or any Subsidiary; (b) Remove propose or adopt any Personal Property necessary for the operation of the Business from the Facilities unless the same is replaced by property of substantially equal change in its organizational or greater value, or unless the removal is authorized pursuant to the provisions of this Agreementgoverning documents; (c) Interfere with merge, consolidate or disrupt Buyer’s relationship with adopt a plan of complete or partial liquidation, dissolution, restructuring, recapitalization or other reorganization involving the Company or any employee or Resident of Sellerits Subsidiaries, other than the Sale; (d) Accept issue or repurchase any advance payment for more than thirty (30) days interests in the Company or any of its Subsidiaries or split, combine or reclassify any interests of the Company or any of its Subsidiaries or amend the terms of any rent or Residents’ occupancy fees under any Lease or occupancy agreement; or waive, reduce or forgive any rent or occupancy fees required to be paid under any occupancy agreement, or grant any lease or other concessions or free rent periods under any occupancy agreementsuch interests; (ei) After the expiration of the Study Periodapprove, renew, extend, terminate, modify adopt or waive any term or condition of any of the Service Contracts or Resident occupancy agreement, nor, after the expiration of the Study Period, enter into any new Contracts relating stockholders' rights plan or other anti-takeover measure unless it excludes Purchaser and any of their Affiliates from its operation in all respects; or (ii) take any action that would cause any takeover statute to apply to this Agreement, the Facilities Sale, or the Business, if such Contracts would survive the Closingother transactions contemplated hereby; (f) Make award or pay any capital improvements bonuses to employees of the Property in excess Company or any Subsidiary or enter into any employment, deferred compensation, severance or similar agreement (nor amend any such agreement) or agree to increase the compensation payable or to become payable by it to any of $10,000the Company's or any of its Subsidiaries' directors, officers, employees, agents or representatives or agree to increase the coverage or benefits available under any severance pay, termination pay, vacation pay, company awards, salary continuation for disability, sick leave, deferred compensation, bonus or other incentive compensation, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with such directors, officers, employees, agents or representatives or adopt any new such plan or arrangement all except as set forth on Schedule 5.02; (g) Make any commitments change accounting or representations to any applicable Governmental AuthorityTax reporting principles, any adjoining methods or surrounding property owners, any civic association, any utility policies of the Company or any other person or entity that would in any manner be binding upon Buyer or upon the Property or the Businessof its Subsidiaries; (h) Sell make, change or rescind any material election concerning Taxes or Tax Returns, file any amended Tax Return, enter into any closing agreement with respect to Taxes, settle or compromise any material Tax claim or assessment or surrender any right to claim a refund of Taxes or obtain any Tax ruling; (i) enter into any transaction or Contract other than in the Ordinary Course of Business; (j) fail to promptly pay and discharge any current material Liability except where disputed in good faith by appropriate proceedings; (k) accelerate receipt of any accounts receivable or delay the payment of any accounts payable; (l) Except as set forth on Schedule 5.02 and any payments for management fees and payables to an Affiliate in the Ordinary Course of Business, make any loans, advances or capital contributions to, or investments in, any Person, form any subsidiary or pay any fees or expenses to any director, officer, partner or Affiliate thereof or to the Seller or any Affiliate of the Seller; (i) mortgage, pledge or subject to any Lien any of its assets, or (ii) acquire any assets or sell, assign, transfer, convey, lease or otherwise dispose ofof any assets of the Company or any Subsidiary, except, in the case of clause (ii), in the Ordinary Course of Business; (n) Except as set forth on Schedule 5.02, discharge or satisfy any Lien, or agree to sell or dispose of pay any of the Assetsother Liability, except in the ordinary course Ordinary Course of business Business; (o) cancel or compromise any Indebtedness or amend, cancel, terminate, relinquish, waive or release any Contract or right, in each case, except in the Ordinary Course of Business, and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as permitted by this Agreementa whole; (p) make or commit to make any capital expenditures or capital additions or betterments in excess of $100,000 individually or $250,000 in the aggregate; (q) Except as set forth on Schedule 5.02, issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently, or otherwise) any Indebtedness except in the Ordinary Course of Business, and which, in the aggregate, would not be material to the Company and its Subsidiaries taken as a whole; (r) grant any license or sublicense of any rights under or with respect to any Intellectual Property Rights except in the Ordinary Course of Business; (s) Except as set forth on Schedule 5.02, institute or settle any Proceeding; (t) terminate, amend, restate, supplement or waive any rights under any (A) Company Contract or (B) Permit; and (iu) Take agree, commit, arrange or enter into any action prior understanding to the Closing Date which would breach any of the representations and warranties contained do anything set forth in this Agreement or otherwise take any action outside of the ordinary course of business of SellerSection 6.02.

Prohibited Actions Pending Closing. Unless otherwise expressly provided for herein or approved by Buyer Purchaser in writing, from the date of this Agreement hereof until the Closing Date, the Seller shall notcause the Seller not to do or enter into the following: (a) Induceamend or otherwise change its Articles of Incorporation, solicit By-Laws or entice any Residents to transfer or discontinue any relationships with Seller prior to the Closing Date or Buyer after the Closing Dateother organizational documents; (b) Remove issue or sell, authorize for issuance or sale, grant any Personal Property necessary for the operation of the Business from the Facilities unless the same is replaced by property of substantially equal options or greater value, or unless the removal is authorized pursuant make any other agreements with third parties with respect to the provisions of this AgreementSeller’s stock, other than to the extent specifically contemplated by Section 3.17(e) hereof; (c) Interfere with authorize or disrupt Buyer’s relationship with incur any employee additional debt for money borrowed, or Resident incur any additional debt, liability or obligation related to the Transferred Assets, other than in favor of SellerPurchaser; (d) Accept any advance payment for more than thirty (30) days of any rent mortgage, pledge or Residents’ occupancy fees under any Lease or occupancy agreement; or waive, reduce or forgive any rent or occupancy fees required subject to be paid under any occupancy agreement, or grant any lease Lien or other concessions or free rent periods under encumbrance any occupancy agreementof the Transferred Assets; (e) After the expiration of the Study Period, renew, extend, terminate, modify or waive any term or condition of any of the Service Contracts or Resident occupancy agreement, nor, after the expiration of the Study Period, enter into any new Contracts relating to the Facilities or the Business, if such Contracts would survive the Closing; (f) Make any capital improvements to the Property in excess of $10,000; (g) Make any commitments or representations to any applicable Governmental Authority, any adjoining or surrounding property owners, any civic association, any utility or any other person or entity that would in any manner be binding upon Buyer or upon the Property or the Business; (h) Sell sell or otherwise dispose of, or agree to sell or dispose of any of the Trasnferred Assets; (f) amend or terminate any lease, except contract, undertaking or other commitment listed in any of the ordinary course disclosure schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of business as permitted by this Agreement; anddefault thereunder; (g) assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do so that affects the Transferred Assets; (h) make any change in accounting methods or principles; (i) Take compromise or settle any material Claim related to the Transferred Assets, other than with the consent of the Purchaser; (j) acquire into any of the Seller’s capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (k) take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement or otherwise Agreement; (l) take any action outside or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect, as defined in Section 8.5 hereof, or (m) agree to take any of the ordinary course of business of Selleractions described in this Section 4.5.

Prohibited Actions Pending Closing. (a) Unless otherwise expressly provided for herein or approved by Buyer in writing, from the date of this Agreement hereof until the Closing Date, Seller shall not: (a) Induce, solicit or entice any Residents to transfer or discontinue any relationships with Seller prior to the Closing Date or Buyer after the Closing Date; (b) Remove any Personal Property necessary for the operation of the Business from the Facilities unless the same is replaced by property of substantially equal or greater value, or unless the removal is authorized pursuant to the provisions earlier termination of this Agreement; , neither Seller will: (ci) Interfere amend or otherwise change its certificate of incorporation, By-Laws or other governing documents; (ii) mortgage, pledge or subject to Lien any of its material properties owned or used in connection with the business of the Acquired Businesses, or disrupt Buyer’s relationship with agree to do so; (iii) enter into or agree to enter into any employee or Resident of Seller; (d) Accept any advance payment for more than thirty (30) days of any rent or Residents’ occupancy fees under any Lease or occupancy agreement; or waive, reduce or forgive any rent or occupancy fees required to be paid under any occupancy agreement, contract or grant any lease or commitment (other concessions or free rent periods under any occupancy agreement; (ethan purchase and sale orders and other agreements, contracts and commitments incurred in the ordinary course of business which are consistent with historical business and pricing practices and which have a value of less than $10,000) After with respect to the expiration business of the Study PeriodAcquired Businesses; (iv) increase, renewor agree to increase, extend, terminate, modify or waive any term or condition the compensation of any of its officers, directors or employees primarily engaged in the Service Contracts or Resident occupancy agreement, nor, after the expiration business of the Study PeriodAcquired Businesses by means of salary increase, enter into any new Contracts relating to the Facilities bonus or the Business, if such Contracts would survive the Closing; otherwise (fother than annual cost of living increases consistent with past practice); (v) Make any capital improvements to the Property in excess of $10,000; (g) Make any commitments or representations to any applicable Governmental Authority, any adjoining or surrounding property owners, any civic association, any utility or any other person or entity that would in any manner be binding upon Buyer or upon the Property or the Business; (h) Sell sell or otherwise dispose of, or agree to sell or dispose of of, any of its material assets or properties with respect to the Assets, except business of the Acquired Businesses (other than purchase and sale orders incurred in the ordinary course of business as permitted by this Agreementbusiness); and or (ivi) Take amend or terminate any action prior Contract to the Closing Date which would breach any of the representations and warranties contained either Seller is a party (other than in this Agreement or otherwise take any action outside of the ordinary course of business) or take action or fail to take any action, constituting any event of default thereunder. (b) From the date hereof through the Closing Date or earlier termination of this Agreement, neither Seller nor Buyer shall permit any of their respective officers, directors or employees to make any public statement or issue any press release with respect to (i) Sellers or their operations with respect to the business of Sellerthe Acquired Businesses without the prior written approval of each party hereto, or (ii) the transactions contemplated hereby, unless such statement or release shall be jointly issued by Sellers and Buyer or such statements are required by law, rule or regulation (provided that the other party shall, to the extent practicable, be given an opportunity to review and consent to such statement or release).

Prohibited Actions Pending Closing. Unless Except as provided in this Agreement or as disclosed in the Schedule of Exceptions or to the extent Parent, B-Balloon and Neovasc shall otherwise expressly provided for herein or approved by Buyer consent in writing, during the period from the date of this Agreement until to the Closing DateMerger Effective Times, Seller shall notnone of Parent, Merger Sub I, Merger Sub II, B-Balloon or Neovasc shall: (a) Inducecreate any Lien on any of its properties or assets (whether tangible or intangible), solicit other than (A) Permitted Liens and (B) Liens that will be released at or entice any Residents to transfer or discontinue any relationships with Seller prior to or in connection with the Closing Date or Buyer after the Closing DateClosing; (b) Remove sell, assign, transfer, lease or otherwise dispose of or agree to sell, assign, transfer, lease or otherwise dispose of any Personal Property necessary for the operation of the Business from the Facilities unless the same is replaced by property of substantially equal its material assets or greater value, or unless the removal is authorized pursuant cancel any Indebtedness owed to the provisions of this Agreementit; (c) Interfere with change any method of accounting or disrupt Buyer’s relationship with any employee accounting practice used by it, other than such changes required by applicable GAAP or Resident of Sellerto reconcile Israeli GAAP, Canadian GAAP and GAAP; (d) Accept issue or sell any advance payment shares of the capital stock of, or other equity interests in it, or securities convertible into or exchangeable for more than thirty (30) days of any rent such shares or Residents’ occupancy fees under any Lease equity interests, or occupancy agreement; or waive, reduce or forgive any rent or occupancy fees required to be paid under any occupancy agreement, issue or grant any lease options, warrants, calls, subscription rights or other concessions rights of any kind to acquire additional shares of such capital stock, such other equity interests or free rent periods under such securities other than (i) upon exercise or conversion of outstanding options, warrants or convertible securities outstanding as of the date hereof, (ii) the Concurrent Financing, (iii) in connection with any occupancy agreementfinancing of B-Balloon or of Neovasc, (iv) to Neovasc’s or B-Balloon’s founders, employees and advisors and (v) pursuant to an exchange offer by Parent to certain securityholders whereby holders of Parent Options and Parent Warrants will be offered a smaller number of Parent Shares to extinguish such options and warrants. Unless Parent otherwise agrees in writing, any transaction described in (iii) and (iv) of this Section 7.18(d) shall not require Parent to issue any additional Parent Securities or pay any liabilities in connection therewith on or after Closing; (e) After amend or otherwise change its Articles or charter documents, as the expiration of the Study Periodcase may be, renew, extend, terminate, modify or waive any term or condition of any of the Service Contracts or Resident occupancy agreement, nor, after the expiration of the Study Period, enter into any new Contracts relating to the Facilities or the Business, if such Contracts would survive the Closingother governing documents; (f) Make declare, set aside or pay any dividend or distribution with respect to any share of its capital improvements to the Property in excess of $10,000stock or declare or effectuate a stock dividend, stock split or similar event; (g) Make issue any commitments note, bond, or representations to other debt security or create, incur, assume, or guarantee any applicable Governmental Authority, any adjoining Indebtedness for borrowed money or surrounding property owners, any civic association, any utility or any other person or entity that would in any manner be binding upon Buyer or upon the Property or the Businesscapitalized lease obligation; (h) Sell or otherwise dispose ofmake any capital investment in, make any loan to, or agree acquire the securities or assets of any other person or entity; (i) enter into any new or additional agreements or materially modify any existing agreements relating to sell the employment of any officer or dispose director or any written agreements of any of the Assetsits employees, except as to indemnification of officers and directors and otherwise in the ordinary course of business as permitted by this Agreement; andbusiness; (ij) Take make any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement or otherwise take any action outside payments out of the ordinary course of business to any of Sellerits officers, directors, employees or shareholders; provided, however, that each of B-Balloon and Neovasc may pay to any B-Balloon Securityholder or Neovasc Securityholder, respectively, commercially reasonable consideration for the cancellation or purchase of such securityholder’s B-Balloon Securities or Neovasc Securities, as applicable (any such transaction, a “Repurchase”); provided further, however, that no Repurchase shall require Parent to issue any additional Parent Securities or pay any liabilities in connection therewith on or after Closing; (k) pay, discharge, satisfy or settle any liability (absolute, accrued, asserted or unasserted, contingent or otherwise) other than in the ordinary course of business; (l) sell, transfer, license, abandon, let lapse, encumber or otherwise dispose of any Intellectual Property; (m) agree in writing or otherwise take any action that would, or would reasonably be expected to, prevent, impair or materially delay the ability of Parent, B-Balloon or Neovasc, as the case may be, to consummate the transactions contemplated by this Agreement; or (n) agree to take any of the actions specified in this Section 7.18.