Certain Pre Closing Covenants. The Parties agree as follows with respect to the period between the execution and delivery of this Agreement and the Closing:
Certain Pre Closing Covenants. With respect to the period between the date of this Agreement and the Closing:
Certain Pre Closing Covenants. From the Effective Date through the Closing Date:
Certain Pre Closing Covenants. The Parties agree as follows with respect to the period between the date hereof and the Closing or earlier termination of this Agreement in accordance with Section 9.1:
Certain Pre Closing Covenants. 79 Section 6.1 Commercially Reasonable Efforts; Notices and Consents 79 Section 6.3 Reorg Plan, Cap Ex Plan and Real Estate Plan; Permitted M&A; [redacted – name of State] Licenses; Not Owned Company Revolving Credit Lines; [redacted – name of State] Dispensaries; [redacted – name of State] Licenses; Cooperation 82
Certain Pre Closing Covenants. During the time period from the Agreement Date until the earlier to occur of (i) the Effective Time, or (ii) the termination of this Agreement in accordance with the provisions of Article X, GoSolutions and VEDO each covenant and agree with the other as follows:
Certain Pre Closing Covenants. 50 Section 6.01 Conduct of the Business of Coyote 50 Section 6.02 Conduct of the Business of Roadrunner 54 Section 6.03 Procedures for Soliciting Consent 56 Section 6.04 No Control of the Other’s Business 56 Section 6.05 Roadrunner Estimated Closing Statement 56 ARTICLE VII ADDITIONAL AGREEMENTS 57 Section 7.01 Certain Notices 57 Section 7.02 Access to Information; Confidentiality 57 Section 7.03 Efforts to Consummate 58 Section 7.04 Preparation of Registration Statement; Coyote Financial Statements 60 Section 7.05 Public Announcements 63 Section 7.06 Tax Matters 63 Section 7.07 Benefit Plans and Employee Matters 68 Section 7.08 Stockholders Meeting; Fiduciary Exception to Recommendation 70 Section 7.09 Roadrunner Board Composition 72 Section 7.10 New Pubco Common Stock Listing 72 Section 7.11 Registration Rights Agreement and Investor Rights Agreement 72 Section 7.12 No Solicitation; Other Offers 72 Section 7.13 Financing 73 Section 7.14 Director and Officer Liability 77 Section 7.15 Coyote Closing Deliveries 78 Section 7.16 New Pubco and Roadrunner Closing Deliverables 79 Section 7.17 R&W Insurance Policy 80 Section 7.18 Notification of Certain Events 80 Section 7.19 Section 280G 81 Section 7.20 Certain Name Changes 81 ARTICLE VIII CONDITIONS PRECEDENT 81 Section 8.01 Conditions to Each Party’s Obligation to Effect the Transactions 81 Section 8.02 Conditions to Obligations of Roadrunner 82 Section 8.03 Conditions to Obligations of Coyote and Seller 83 ARTICLE IX TERMINATION 84 Section 9.01 Termination 84 Section 9.02 Effect of Termination 85 Section 9.03 Extension; Waiver 87 Section 9.04 Remedies 87 ARTICLE X GENERAL PROVISIONS 88 Section 10.01 Expenses 88 Section 10.02 Notices 88 Section 10.03 Interpretation 89 Section 10.04 Disclosure Schedules 90 Section 10.05 Severability 90 Section 10.06 Counterparts 91 Section 10.07 Entire Agreement; No Third-Party Beneficiaries 91 Section 10.08 Governing Law 91 Section 10.09 Assignment 91 Section 10.10 Consent to Jurisdiction 92 Section 10.11 WAIVER OF JURY TRIAL 92 Section 10.12 Amendments and Waivers 93 Section 10.13 Survival 93 Section 10.14 Non-Recourse 94 Section 10.15 Provision Respecting Representation of Company 94 ARTICLE XI DEFINITIONS 95 Section 11.01 Definitions 95 Section 11.02 Index of Defined Terms 109
Certain Pre Closing Covenants. 5.1 Conduct of the Business of Saturn 42 5.2 Conduct of the Business of Mercury 47 5.3 No Control of Other Party’s Business 48 ARTICLE VI ADDITIONAL AGREEMENTS
Certain Pre Closing Covenants. 36 5.1 Conduct of the Business of the Company 36 5.2 No Control of the Company’s Business 38 5.3 Certificates 38 5.4 Certain Actions 38 ARTICLE VI ADDITIONAL AGREEMENTS 38 6.1 Registration Statement; Proxy/Prospectus 38 6.2 Meeting of Company Stockholders; Board Recommendation 40 6.3 Access to Information; Confidentiality 41 6.4 No Solicitations of Transactions 42 6.5 Reasonable Best Efforts 43 6.6 Regulatory Filings 44 6.7 Certain Notices 45 6.8 Public Announcements 45 6.9 Indemnification of Directors and Officers 46 TABLE OF CONTENTS (continued) Page 6.10 Company 401(k) Plans; Benefits 47
