Final Course Clause Samples
Final Course
Related to Final Course
Regular Course of Business Except as otherwise specified in this Agreement, as from the date hereof and until Closing, ▇▇▇▇▇▇ agrees to conduct its operations in accordance with the regular course of its business and refrain from taking any acts that may materially affect Sinqia’s or its Subsidiaries’ businesses or operations. Moreover, as from the date hereof until Closing, Sinqia shall not perform nor approve that its Subsidiaries perform the acts below, except if authorized by Evertec BR, which authorization shall not be unreasonably withheld: (i) call any shareholders’ meeting of Sinqia to resolve on any matter whatsoever, except for the Sinqia’s GSM; (ii) approve any distribution of dividends, profits or juros sobre capital próprio, except for the payment of the JCP Sinqia 2023; (iii) redeem, repurchase, issue or sell any shares, securities convertible into or exchangeable into shares, options, warrants, purchase rights or any other form of acquisition right relating to the shares issued by Sinqia or any of its Subsidiaries, except as a result of the Sinqia’s Stock Plans as provided in Section 2.4(iv), as the case may be; (iv) approve or effect the acquisition (including by merger, merger of shares, acquisition of shares or assets, or in any other way) of any interest in assets or any business or Person; (v) approve or effect the entry into partnerships or joint venture agreements, or any type of similar business relationship; (vi) approve or effect the execution of new compensation and benefit plans (or amend existing plans), as well as pay bonuses, commissions, incentives or any type of compensation for shares outside the regular course of business and which are not provided for, in the present date, in the existing compensation and benefit plans, except if so determined by any Applicable Law or regarding Sinqia’s Stock Plans as provided for herein; (vii) directly or indirectly get involved in any transaction, or enter into any agreement with any Related Party; (viii) promote any change in its accounting policies and practices, except if required by Applicable Law; (ix) except in relation to actions to be taken under existing agreements and in relation to new agreements with clients and service providers in the ordinary course of business, undertake any new obligation or responsibility or enter into new relevant agreements, involving Relevant Assets, including agreements for the purchase or sale of any Relevant Assets; (x) Lien any tangible or intangible asset, or offer them as collateral, except if so required due to guarantees relating to labor or tax proceedings in which Sinqia and/or its Subsidiaries, as the case may be, are defendants and that involve total amounts not exceeding five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xi) take out any loan, issue debt securities, enter into any type of financing agreement or change the terms of existing financing agreements or debt instruments, except for those entered into in the ordinary course of Sinqia's business and that in any case do not increase Sinqia’s consolidated indebtedness in more than five million Reais (R$ 5,000,000.00), individually or in a series of related transactions in a twelve (12) month period; (xii) guarantee, endorse or otherwise become liable (whether directly, contingently or otherwise) for the obligations of any Person; (xiii) enter into, amend, modify or in any way alter the terms of the existing contracts entered into by Sinqia and/or its Subsidiaries in order to accelerate payments due under those agreements, except (a) as set forth in Section 7.3(xvii) below and (b) after Sinqia’s GSM, anticipate the release of lock-up obligations of Sinqia’s shares owned by sellers of entities acquired by Sinqia as set forth in the agreements entered into before the date hereof; (xiv) donate or freely assign any asset, right, or any form of property, to any Person; (xv) enter into any collective bargaining agreement or promote any relevant changes to the terms and conditions of the current employment contracts to which they are a party, except the agreements to be entered into with labor union Sindicato dos Trabalhadores em Processamento de Dados e Tecnologia da Informação do Estado de São Paulo - SINDPD; (xvi) engage in new lines of business; (xvii) anticipate the vesting periods of the options, or continuance of the plan, granted under the Sinqia’s Stock Plans, except for vesting acceleration set forth in Section 2.4(iv) of this Agreement; (xviii) approve (a) the hiring of new employees of coordination, managerial or higher hierarchical level or administrators of any level, outside the normal course of business; (b) the dismissal of employees outside the normal course of business; or (c) the implementation of any voluntary termination or dismissal program for employees; (xix) incur in costs that exceed the consolidated and global amount of sixty million Reais (R$ 60,000,000.00) for the hiring of advisors for the Transaction and preparation of financial statements mentioned in Section 3.7, provided that Sinqia is allowed to pay waiver fees required to obtain third parties’ consents in relation to the Transaction, in accordance with Section 7.4; or (xx) agree, promise or undertake to perform any of the acts described above.
Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.
Past Practice The parties agree that all past practices and other understandings between the parties not expressly memorialized and incorporated into this Agreement shall no longer be enforceable.
OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.
No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.