ACTIONS PENDING COMPLETION. 5.1 The Seller shall procure that pending Completion or the earlier termination of this Agreement in accordance with its terms, the Group shall (except as required: (i) under this Agreement; (ii) under any other agreement or commitment made by any Group Company prior to the date of this Agreement as set out in the Data Room; (iii) by applicable laws or Regulatory Requirements; or (iv) with the prior written consent of the Buyer (not to be unreasonably withheld or delayed)):
ACTIONS PENDING COMPLETION. 8.1 From the Execution Date until the Transfer Time, the Seller shall continue to carry on the Business in the ordinary and usual course with due care and substantially in the same manner that the Business has been carried on prior to the date hereof without any change in the nature, scope or conduct thereof, using the best endeavours to preserve the goodwill and to maintain the profitability and value of the Business, subject to any requirements of Indian law or any restrictions on doing so imposed by this Agreement in accordance with past practices.
ACTIONS PENDING COMPLETION. 5.1 From the date hereof until Completion, on reasonable notice and during normal business hours, Philipps and its accountants and agents shall be allowed access to all the premises, books of account and other records of the Company and (subject to the terms of the License) shall be allowed access to the Site and to the books of account and other records of the Business, and BOC shall supply any information reasonably required by Xxxxxxxx relating to the Company and the Business.
ACTIONS PENDING COMPLETION. 5.1 Vendor’ general obligations Except as permitted in the SPA or where any prior written consent of the Purchaser has been given to the Vendor, the Vendor covenants and undertakes to use its best endeavour to ensure that as from the date of the SPA and pending Completion, the Vendor continues to conduct its present business according to its present practice and in the ordinary course of business and specifically ensure that it does not put the ownership and control of any of its key business contracts at risk, nor change its present business, nor commence any new business.
ACTIONS PENDING COMPLETION. 5.1 To the extent not completed prior to the date of this Agreement, the Vendor and the Purchaser shall jointly continue all requisite notifications and all consultations with trade unions, works councils and any and all similar bodies in each relevant jurisdiction, including those required under the Dutch Merger Code (SER-besluit Fusiegedragsregels 2000) and the Works Council Act (Wet op de ondernemingsraden).
ACTIONS PENDING COMPLETION. 7.1 From the Execution Date of this DSA, the Company and the HoldCo shall ensure that: (a) the representations and warranties as set out in Clause 10.1.2 and in Part A of Schedule VI herein shall continue to be true, complete, correct and not misleading in any way as of the date hereof and will remain to be true, complete, correct and not misleading as of the First Closing Date; and (b) representations and warranties as set out in Part B of Schedule VI herein shall continue to be true, complete, correct and not misleading in any way as of the date hereof and will remain to be true, complete, correct and not misleading on each date until the final conversion date of the KDCF Investor CCDs; and (c) no Material Adverse Effect and/ or Event of Default have taken place.
ACTIONS PENDING COMPLETION. 6.1 The Sellers agree to use their best efforts to take, or cause to be taken, all actions, and to do, or to cause to be done, all things necessary, proper or desirable to obtain a new power of attorney executed by CINL conveying all of the Shares owned by it in favour of Xx X. van Rappard and deliver such power of attorney to the Purchaser within 72 hours of the date hereof. Upon written notice to the Sellers, the Purchaser may terminate this Agreement at any time prior to Completion if the Sellers fail to deliver such power of attorney within such 72-hours period.
ACTIONS PENDING COMPLETION. Except to the extent consented to in writing by Acquirer, Seller shall use all legal means to provide that until the Completion Date, each Group Member will conduct its business, operations, activities and practices only in the ordinary course of business, consistent with past practice. In addition to the foregoing, Seller shall use all legal means to provide that from the date hereof to the Completion Date, no Group Member shall issue new shares, authorize or make share repurchases (except as required by the Gesellschaftsvertrag der Tech Data Germany GmbH & Co. KG and as a compensation to objecting shareholders according to the Resolution under No. 9 of the General Meeting of Shareholders of Macrotron on April 2, 1998) or declare or pay any dividend or distribution, and no member of the TD Group shall dispose of any Macrotron Shares.
ACTIONS PENDING COMPLETION. 5.1 The Vendor hereby covenants with and undertakes to the Purchaser that at all times prior to Completion it shall and shall procure that each Company shall:
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