CONDUCT PRIOR TO COMPLETION. 3.1 Business conduct prior to Completion
CONDUCT PRIOR TO COMPLETION. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Completion, the Promoters and the Company agree (except to the extent expressly contemplated by this Agreement or as consented to in writing by Investor) that Company and SMC Group Companies shall and Promoters shall cause the Company and SMC Group Companies to and shall ensure that each of the Company and SMC Group Companies shall, (i) carry on its business in the Ordinary Course of Business; (ii) pay its debts and taxes when due, subject to good faith disputes over such debts or Taxes, (iii) pay or perform other obligations when due, subject to good faith disputes; and (iv) use all reasonable efforts to preserve intact its present business organizations, and preserve its relationship with clients, lessors, licensors and others having business dealings with it, to the end that its goodwill and ongoing ability to provide services shall be unimpaired at the Completion. The Promoters agree to promptly notify the Investor of any event or occurrence not in the Ordinary Course of Business, and of any event which, in the opinion of the Company and/or the Promoters could reasonably be expected to have a Material Adverse Effect. Without limiting the foregoing, except as expressly contemplated by this Agreement, the Company shall not and the Promoters shall cause the Company and SMC Group Companies not to and shall ensure that Company and SMC Group Companies do not engage in any of the actions set out at Schedule 5, without the prior written consent of Investor which may be withheld in its sole discretion.
CONDUCT PRIOR TO COMPLETION. 6.1 As from the date of this Agreement (the “Signing Date”) until Completion, the Seller shall:.
CONDUCT PRIOR TO COMPLETION. 2.1 Completion shall take place on 4 August 2014 (or on such other date as the Buyer and the Sellers’ Representatives agree) at the offices of the Sellers' Solicitors
CONDUCT PRIOR TO COMPLETION. The Seller is responsible for the administration of the License Interest until the date that the Purchaser receives confirmation that the condition precedent in clause 3.1( b) has been satisfied. Prior to that date, except as expressly disclosed in this Deed or consented to by the Purchaser, the Seller must inform and consult with the Purchaser on all material matters relating to the License Interest. In particular, but without prejudice to the generality of the foregoing:
CONDUCT PRIOR TO COMPLETION. The parties shall procure that prior to Completion, the Investment Vehicle shall not carry on any business and shall have no assets or liabilities of any nature whatsoever save for the negotiation and execution of the Transaction Documents and the undertaking of all acts that are necessary for and/or incidental to the consummation of the Acquisition.
CONDUCT PRIOR TO COMPLETION. 4.1 BP and SEG each undertake to procure that until Completion the Company remains a non-trading dormant company and neither of them shall transfer or otherwise dispose of any interest in or create an Encumbrance over their respective Ordinary Shares.
CONDUCT PRIOR TO COMPLETION. 3.1 Prior to Completion and save for such steps as may be taken in anticipation of CLAUSE 4 (ACTIONS FOLLOWING EXECUTION OF THIS AGREEMENT), the Society shall, and Pioneer shall cause, so far as it is able, the Society to carry on business in the ordinary and normal course of business as a going concern and in accordance with the Initial Business Plan and the Initial Budget.
CONDUCT PRIOR TO COMPLETION. 5.1 From the date of this Agreement until Completion the Vendors and Covenantors shall (unless the Purchaser otherwise consents in writing) procure that the Group Companies are operated in accordance with this clause 5, unless this Agreement otherwise requires, as follows:
CONDUCT PRIOR TO COMPLETION. Pending Completion, the Vendors must, unless the Vendors have the prior written consent of the Purchaser to act otherwise, and except for the Permitted Transfer:
