Common use of Actions Prior to Closing Clause in Contracts

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Schedules or Skreem Schedules or as permitted or contemplated by this Agreement, Stanford (subject to paragraph (d) below) and Skreem respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford nor Skreem will: (i) make any changes in their articles or certificate of incorporation or bylaws; (ii) take any action described in Section 1.07 in the case of Skreem, or in Section 2.07, in the case of Stanford (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Ecological Services Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Schedules or Skreem ▇▇▇▇ ▇▇▇▇ Schedules or as permitted or contemplated by this Agreement, Stanford Eternal (subject to paragraph (d) below) and Skreem ▇▇▇▇ ▇▇▇▇ respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Eternal nor Skreem ▇▇▇▇ ▇▇▇▇ will: (i) make any changes in their articles or certificate of incorporation or bylaws;; or similar documents of organization and governance. (ii) take any action described in Section 1.07 in the case of Skreem, or in Section 2.07, in the case of Stanford (all except as permitted therein or as disclosed in the applicable party's schedules);1.07. (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Eternal Technologies Group Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Company Schedules or Skreem Schedules FTA Schedules, or as permitted or contemplated by this Agreement, Stanford the Company and FTA, respectively (subject to paragraph (db) below) and Skreem respectively), will each: (i) carry on its business in substantially the same manner as it has heretofore;; Initials: R.N. (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal federal, provincial and state laws and all rules, regulations, and orders imposed by federal federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford the Company nor Skreem FTA will: (i) make any changes in their articles Articles or certificate Certificates of incorporation Incorporation or bylawsBylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of SkreemFTA, or in Section 2.07, in the case of Stanford the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreemthis Section 4.04) or conduct any similar transactions other than in the ordinary course of business.. Initials: R.N.

Appears in 1 contract

Sources: Stock Purchase Agreement (GO EZ Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford EPS Schedules or Skreem Money4Gold Schedules or as permitted or contemplated by this Agreement, Stanford EPS (subject to paragraph (d) below) and Skreem Money4Gold respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford EPS nor Skreem Money4Gold will: (i) make any changes in their memorandum of association, articles of association, articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, Money4Gold or in Section 2.07, in the case of Stanford EPS (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Share Exchange Agreement (Effective Profitable Software, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Finity Schedules or Skreem Flagship Schedules or as permitted or contemplated by this Agreement, Stanford Finity (subject to paragraph (d) below) and Skreem Flagship respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Finity nor Skreem Flagship will: (i) make any changes in their articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, Flagship or in Section 2.07, in the case of Stanford Finity (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Share Exchange Agreement (Finity Holdings Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement March 31, 2008 until the Closing Date and except as set forth in the Stanford COX Schedules or Skreem ARMCO Schedules or as permitted or contemplated by this Agreement, Stanford COX (subject to paragraph (d) below) and Skreem ARMCO respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement March 31, 2008 until the Closing Date, neither Stanford COX nor Skreem ARMCO will: (i) make any changes in their memorandum of association, articles of association, articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, ARMCO or in Section 2.07, in the case of Stanford COX (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Share Purchase Agreement (Cox Distributing Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Company Schedules or Skreem Mikwec Schedules or as permitted or contemplated by this Agreement, Stanford the Company (subject to paragraph (d) below) and Skreem Mikwec respectively, will each: : (i) carry on its business in substantially the same manner as it has heretofore; ; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; ; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; ; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; ; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. . (b) From and after the date of this Agreement until the Closing Date, neither Stanford nor Skreem will: Mikwec will not: (i) make any changes in their articles it's Articles or certificate Certificate of incorporation Incorporation or bylaws; Bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of Skreem, or in Section 2.07, in the case of Stanford (all except as permitted therein or as disclosed in the applicable party's schedules); 1.07; (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Deep Well Oil & Gas Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Sports Schedules or Skreem Kinfair Schedules or as permitted or contemplated by this Agreement, Stanford Sports (subject to paragraph (d) below) and Skreem Kinfair respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Sports nor Skreem Kinfair will: (i) make any changes in their articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, Kinfair or in Section 2.07, in the case of Stanford Sports (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Share Exchange Agreement (Sports Source Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement November 24, 2020 until the Closing Date and except as set forth in the Stanford Schedules Company Schedules, an SEC Report or Skreem SRM Schedules or as permitted or contemplated by this Agreement, Stanford the Company (subject to paragraph (d) below) and Skreem SRM respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement November 30, 2020 until the Closing Date, neither Stanford the Company nor Skreem SRM will: (i) make any changes in their Articles of Incorporation, articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, SRM or in Section 2.07, in the case of Stanford (all except as permitted therein or as disclosed in the applicable party's schedules);, (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.business except as disclosed in the SEC Reports

Appears in 1 contract

Sources: Stock Exchange Agreement (Jupiter Wellness, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Eco Building Schedules or Skreem City Zone Schedules or as permitted or contemplated by this Agreement, Stanford Eco Building (subject to paragraph (db) below) and Skreem City Zone respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under any material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve intact its business organization intactorganization, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Eco Building nor Skreem City Zone will: (i) make any changes in their articles or certificate Organizational Documents, including any change of incorporation or bylawsname, except as contemplated by this Agreement; (ii) take any action described in Section 1.07 1.07, in the case of SkreemCity Zone, or in Section 2.07, in the case of Stanford Eco Building (all except as permitted therein or as disclosed in the applicable party's schedulesCity Zone Schedules or Eco Building Schedules, as applicable); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedulesthe City Zone Schedules or Eco Building Schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Share Exchange Agreement (Eco Building International Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Company Schedules or Skreem AIT Schedules or as permitted or contemplated by this Agreement, Stanford the Company (subject to paragraph (d) below) and Skreem AIT respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford the Company nor Skreem AIT will: (i) make any changes in their articles or certificate of incorporation or bylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of Skreem, or in Section 2.07, in the case of Stanford (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iviii) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 Section 4.06 hereof and the sale of securities underlying existing warrants or options of Skreemthe Company) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (American International Assets Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Schedules or Skreem attached Schedules or as permitted or contemplated by this Agreement, Stanford Natural Way, and the Shareholders (subject to paragraph (dfor and on behalf of E-bank) below) and Skreem , respectively, will each: (i) carry on its their business in substantially the same manner as it has they had heretofore; (ii) maintain and keep its their properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by itthem; (iv) perform in all material respects all of its their obligations under material contracts, leases, and instruments relating to or affecting its their assets, properties, and business; (v) use its their best efforts to maintain and preserve its their business organization intact, to retain its their key employees, and to maintain its their relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it them by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Natural Way, nor Skreem the Shareholders, on behalf of E-bank will: (i) make any changes in their articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement; (ii) take any action described in Section 1.07 in the case of Skreemdeclare or make, or in Section 2.07agree to declare or make, in the case any payment of Stanford (all except as permitted therein dividends or as disclosed in the applicable party's schedules)distributions of any assets of any kind whatsoever to stockholders or purchased or redeemed, or agreed to purchase or redeem, any of its capital stock; (iii) enter into or amend waive any contract, agreement, or other instrument rights of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument value which in the ordinary course aggregate are extraordinary or material considering the business of business involving the sale of goods either Natural Way or services; orE-bank respectively; (iv) sell make any assets material change in their method of management, operation or discontinue accounting; (v) enter into any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions material transaction other than in the ordinary course of either parties' respective business.; (vi) make any accrual or arrangement for payment of bonuses or special compensation of any kind or any severance or termination pay to any present or former officer or employee; (vii) increase the rate of compensation payable or to become payable by it to any of its officers or directors or any of its employees whose monthly compensation exceeds $1,000; or (viii) make any increase in any profit sharing, bonus, deferred compensation, insurance, pension, retirement, or other employee benefit plan, payment, or arrangement made to, for, or which its officers, directors, or employees; (ix) borrow or agree to borrow any funds or incur, or become subject to, any material obligation or liability (absolute or contingent) except as necessary in its ordinary course of business; (x) pay or agree to pay any material obligations or liability (absolute or contingent) other than current liabilities incurred in the ordinary course of business and professional and other fees and expenses in connection with the preparation of this agreement and the consummation of the transactions contemplated hereby; (xi) sell or transfer, or agree to sell or transfer, any of their assets, properties, or rights (except assets, properties, or rights not used or useful in their respective business which, is the aggregate have a value of less than $1,000), or cancel, or agree to cancel, any debts or claims (except debts or claims which in the aggregate are of a value of less than $1,000); (xii) make or permit any amendment or termination of any contract, agreement, or license to which it is a party if such amendment or termination is material, considering their respective business; or (xiii) issue, deliver or agree to issue or deliver any stock, bonds or other corporate securities including debentures (whether authorized and unissued or held as treasury stock)

Appears in 1 contract

Sources: Exchange Agreement (Natural Way Technologies Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement November 24, 2020 until the Closing Date and except as set forth in the Stanford Schedules Company Schedules, an SEC Report or Skreem SRM Schedules or as permitted or contemplated by this Agreement, Stanford the Company (subject to paragraph (d) below) and Skreem SRM respectively, will each: (i) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the SEC Reports; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement November 30, 2020 until the Closing Date, neither Stanford the Company nor Skreem SRM will: (i) make any changes in their Articles of Incorporation, articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, SRM or in Section 2.07, in the case of Stanford the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the SEC Reports.

Appears in 1 contract

Sources: Stock Exchange Agreement (Vinco Ventures, Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Oxford Schedules or Skreem Urbana Schedules or as permitted or contemplated by this Agreement, Stanford Oxford (subject to paragraph (d) below) and Skreem Urbana respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Oxford nor Skreem Urbana will: (i) make any changes in their articles or certificate of incorporation or bylaws; (ii) take any action described in Section 1.07 1.06 in the case of Skreem, or in Section 2.07, in the case of Stanford Urbana (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Urbana Ca Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Finders Schedules or Skreem ▇▇▇▇▇ Schedules or as permitted or contemplated by this Agreement, Stanford Finders (subject to paragraph (d) below) and Skreem ▇▇▇▇▇ respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Finders nor Skreem ▇▇▇▇▇ will: (i) make any changes in their articles or certificate of incorporation or bylaws; (ii) take any action described in Section 1.07 in the case of Skreem▇▇▇▇▇, or in Section 2.07, in the case of Stanford Finders (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of SkreemFinders) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Finders Keepers Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement hereof until the Closing Date and except as set forth in the Stanford Company Schedules or Skreem PFH Schedules or as permitted or contemplated by this Agreement, Stanford the Company (subject to paragraph (d) below) and Skreem PFH respectively, will each: (ia) carry on its business in substantially the same manner as it has heretoforeheretofore and as disclosed in the Company OTC Reports; (iib) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iiic) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (ivd) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (ve) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vif) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws (including without limitation, the federal securities laws) and all rules, regulations, and orders imposed by federal or state governmental authorities. (bg) From and after the date of this Agreement hereof until the Closing Date, neither Stanford the Company nor Skreem PFH will: (i) make any changes in their Articles of Incorporation, articles or certificate articles of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, PFH or in Section 2.07, in the case of Stanford the Company (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of businessbusiness except as disclosed in the Company OTC Reports.

Appears in 1 contract

Sources: Merger Agreement (Kalahari Greentech Inc.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Stone Mountain Schedules or Skreem Continental Schedules or as permitted or contemplated by this Agreement, Stanford Stone Mountain (subject to paragraph (d) below) and Skreem Continental respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford Stone Mountain nor Skreem Continental will: (i) make any changes in their articles or certificate of incorporation or bylawsbylaws except as contemplated by this Agreement including a name change; (ii) take any action described in Section 1.07 in the case of Skreem, Continental or in Section 2.07, in the case of Stanford Stone Mountain (all except as permitted therein or as disclosed in the applicable party's ’s schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's ’s schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Share Exchange Agreement (Stone Mountain Resources Inc)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Company Schedules or Skreem Battle Mountain Schedules or as permitted or contemplated by this Agreement, Stanford the Company and Battle Mountain respectively (subject to paragraph (db) below) and Skreem respectively), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford the Company nor Skreem Battle Mountain will: (i) make any changes in their articles Articles of Incorporation or certificate of incorporation or bylawsBylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of SkreemBattle Mountain, or in Section 2.07, in the case of Stanford the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Battle Mountain Gold Exploration Corp.)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Schedules Company Schedules, which are required to be delivered no later than 10 days from the date the Bank Consent is obtained, unless such review period has been waived by LADP in writing or Skreem LADP Schedules or as permitted or contemplated by this Agreement, Stanford the Company and the LADP Subsidiaries, respectively (subject to paragraph (db) below) and Skreem respectively), will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) use good faith efforts to perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best good faith efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal federal, provincial and state laws and all rules, regulations, and orders imposed by federal federal, provincial or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Stanford the Company nor Skreem the LADP Subsidiaries will: (i) make any changes in their articles Certificates of Incorporation or certificate of incorporation or bylawsBylaws, except as otherwise provided in this Agreement; (ii) take any action described in Section 1.07 in the case of Skreemthe LADP Subsidiaries, or in Section 2.07, in the case of Stanford the Company (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services, unless undertaken by the LADP Subsidiaries, and written notice of such transaction is provided to the Company prior to such actions and any outstanding LADP Schedule, if any is updated to reflect such transaction; or (iv) sell any assets or discontinue any operations (other than the Divestiture)operations, sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 this Section 4.05 hereof and the sale of securities underlying existing warrants or options of Skreemthe Company, if any) or conduct any similar transactions other than in the ordinary course of business, unless undertaken by the LADP Subsidiaries and written notice of such transaction is provided to the Company, prior to such actions, actions and any outstanding LADP Schedule, if any is updated to reflect such transaction.

Appears in 1 contract

Sources: Share Exchange Agreement (Acies Corp)

Actions Prior to Closing. (a) From and after the date of this Agreement until the Closing Date and except as set forth in the Stanford Ecological Schedules or Skreem Stanford Schedules or as permitted or contemplated by this Agreement, Stanford Ecological (subject to paragraph (d) below) and Skreem Stanford respectively, will each: (i) carry on its business in substantially the same manner as it has heretofore; (ii) maintain and keep its properties in states of good repair and condition as at present, except for depreciation due to ordinary wear and tear and damage due to casualty; (iii) maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it; (iv) perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business; (v) use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationship with its material suppliers and customers; and (vi) fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities. (b) From and after the date of this Agreement until the Closing Date, neither Ecological nor Stanford nor Skreem will: (i) make any changes in their articles or certificate of incorporation or bylaws; (ii) take any action described in Section 1.07 in the case of SkreemStanford, or in Section 2.07, in the case of Stanford Ecological (all except as permitted therein or as disclosed in the applicable party's schedules); (iii) enter into or amend any contract, agreement, or other instrument of any of the types described in such party's schedules, except that a party may enter into or amend any contract, agreement, or other instrument in the ordinary course of business involving the sale of goods or services; or (iv) sell any assets or discontinue any operations (other than the Divestiture), sell any shares of capital stock (other than as contemplated in Sections 4.07 and 4.08 hereof and the sale of securities underlying existing warrants or options of Skreem) or conduct any similar transactions other than in the ordinary course of business.

Appears in 1 contract

Sources: Exchange Agreement (Ecological Services Inc)