Interim Period Sample Clauses
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Interim Period. (a) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will, except as set forth on Schedule 3.3(a):
(i) carry on its respective businesses in substantially the same manner as it has heretofore and not introduce any material new method of management, operation or accounting;
(ii) maintain its respective properties and facilities, including those held under leases, in as good working order and condition as at present, ordinary wear and tear excepted;
(iii) perform all of its respective obligations under agreements relating to or affecting its respective assets, properties, or rights;
(iv) keep in full force and effect present insurance policies or other comparable insurance coverage;
(v) use its best efforts to maintain and preserve its business organization intact, retain its respective present key employees, and maintain its respective relationships with suppliers, customers, and others having business relations with it;
(vi) maintain compliance with all permits laws, rules and regulations, consent orders, and all other orders of applicable courts, regulatory agencies, and similar governmental authorities;
(vii) maintain present debt and lease instruments and not enter into new or amended debt or lease instruments; and
(viii) maintain present salaries and commission levels for all officers, directors, employees and agents.
(b) During the period commencing on the date of this Agreement and ending with the earlier to occur of the Closing Date or the termination of this Agreement in accordance with its terms, the Company agrees that it will not, except as set forth on Schedule 3.3(b):
(i) make any change in its Certificate or Articles of Incorporation or Bylaws;
(ii) issue any securities, options, warrants, calls, conversion rights or commitments relating to its securities of any kind;
(iii) declare or pay any dividend, or make any distribution in respect of its stock whether now or hereafter outstanding, or purchase, redeem or otherwise acquire or retire for value any shares of its stock or declare any dividends or make any distributions (other than S Corporation distributions), nor pay out any extraordinary bonuses in excess of pro rata bonuses customarily paid, or fees, or commissions to the Shareholders, directors, management or other personnel;
(iv) sell, assign, lease, or otherwise transfer or di...
Interim Period. 5.1 During the period commencing on the date hereof and ending on the Closing or earlier termination of this Agreement (the “Interim Period”), the Company shall, with the exception of the transactions contemplated herein, only conduct its business, operations and affairs, and shall not take any action except, in the ordinary and usual course of business consistent with past practice in all material respects and will not enter into any material transactions or incur any material liabilities or obligations without first obtaining the prior written consent of the Purchaser, which consent will not be unreasonably withheld or delayed, and will otherwise conduct its business, operations and affairs in compliance with all applicable laws and regulatory requirements and use all commercially reasonable efforts to maintain and preserve its business, organization, properties, assets, goodwill and business relationships.
5.2 During the Interim Period, the Company and its agents will not directly or indirectly solicit, discuss, encourage or accept any offer for the acquisition of the Company or the Business and/or the assets of the Company, whether as a primary or back-up offer, or take any other action with the intention or reasonably foreseeable effect of leading to any commitment or agreement for the acquisition of the Company or business and/or the assets of the Company.
5.3 During the Interim Period, the Company and the Vendors shall immediately notify the Purchaser orally and promptly in writing of any material change as defined in the Securities Act (British Columbia) and any circumstance or development that is or would, individually or in the aggregate, reasonably be expected to constitute a Material Adverse Effect.
5.4 During the Interim Period, the Company shall not issue any securities, nor shall the Company permit any dividends or distributions to be paid.
Interim Period. The Parties agree and confirm that as of and from the Closing Date until receipt by Buyer of confirmation from the Bergsstaten that the Licenses have been duly and properly transferred to Buyer (the "Interim Period"):
(a) Seller will hold the Licenses in trust for, and on behalf of, the Buyer to the extent permitted by applicable Legal Requirements and shall not take or permit to be taken any action that would cause any of the Licenses to become subject to any Encumbrance;
(b) [Intentionally left blank]
(c) if during the Interim Period the proposed exploration activities of Buyer require the issue or receipt of any approval, consent or authorization of any Governmental Authority in order to comply with Applicable Legal Requirements (an "Interim Permit"), the Seller shall take all reasonable commercial efforts to obtain such Interim Permit(s) on terms and conditions acceptable to Buyer and Seller, each acting reasonably and in a timely manner.
(d) Seller will furnish promptly to Buyer (i) a copy of each notice or other document delivered, filed or received by or on behalf of Seller in connection with the any Interim Permits, Approval Requests; and (ii) any filings made under applicable applicable Legal Requirements in respect of the Interim Permits (if any), Licenses or Approval Requests; (iii) any documents related to dealings with Governmental Authorities in connection with the Interim Permits (if any), Licenses or Approval Requests; and (iv) a written account of all relevant verbal information obtained from any Governmental Authority in connection with the Licences, Interim Permits (if any) or Approval Requests;
(e) Seller will not, and will not cause or authorize, any amendment, suspension or revocation of any InterimPermits;
(f) Seller provide Buyer with such other information (including the status of the Approval Requests) as Buyer may reasonably request regarding the Interim Permits (if any), Licenses and Approval Requests from time to time, and permit Buyer as much time as practicable to comment on the any of the foregoing material and, incorporate such comments, in any dealings regarding the Interim Permits (if any), Licenses or Approval Requests.
Interim Period. (a) Seller agrees that, during the Interim Period, it shall:
(i) conduct the Business in the ordinary course consistent with prior practice, including, but not limited to prior membership sales practice, and shall not incur any additional debt outside of the ordinary course, issue any new complimentary or discounted memberships or make any modifications to the Business as conducted as of the date of this Agreement, unless previously agreed to by the parties in writing; and
(ii) preserve its business organization intact and shall use its best efforts to preserve for Buyer the good will of (A) the Present Members, (B) the suppliers of the Business, and (C) any third parties related to the Business; and
(iii) (A) not enter into negotiations with, or provide any information to, any third parties interested in the possible acquisitions of any or all of the Ovox Clubs, and, (B) unless Buyer is in breach of this Agreement or has terminated this Agreement, Seller may not terminate this Agreement without Buyer's prior written approval.
(b) Buyer and Seller agree that during the Interim Period they shall work together to provide appropriate notice and complete necessary filing with respect to each of the following:
(i) notification of anticipated sale to the New Jersey division of taxation, in accordance with Section 54-11A-15 of the New Jersey Statutes; and
(ii) letter of non-applicability to the New Jersey Department of Environmental Protection, in accordance with the Industrial Site Recovery Act; and
(iii) notice of Seller's intention to sell a health club facility to the Division of Consumer Affairs of the State of New Jersey; and
(iv) any and all other necessary or appropriate filings with federal, state or local authorities.
(c) Buyer and Seller agree that during the Interim Period: (i) Buyer, or Buyer's parent company, TSI, shall have the exclusive right to negotiate with Sam's East, Inc. (the "SAM'S LANDLORD"), for a lease for the premises located at The Shopping Center located on the corner of Highway 18 and Tyces Lane in East Brunswick, New Jersey (the "TYCES LANE PREMISES"), which will allow an affiliate of Buyer to establish a health club facility at such location; and
Interim Period. The six-month period, January 1st through June 30th, used for the purpose of calculating an interim settlement.
Interim Period. The period between (and including) the Commencement Date and the Final Project Acceptance Date during which the ESCO is responsible for completing the design (to the extent not completed during the IGA), procuring, fabricating, installing, commissioning and implementing the ECMs specified in the Project Documents.
Interim Period. During the period from the date of execution hereof through the expiration date of the Put Option in accordance with the provision of Section 6.3 hereof (the "Interim Period"):
(a) The Company shall continue to operate as a separate wholly-owned subsidiary of the Purchaser. The Purchaser and the Crescent Shareholders hereby agree that they will not take any action during the Interim Period to effect a change in the Board of Directors or the management of the IGD subsidiary or sell, assign, hypothecate or transfer any of the Capital Stock of the CGD subsidiary without the consent of the IGD Board of Directors.
(b) The number of Directors of the Purchaser shall be eight (8). ▇▇▇▇▇▇ ▇. ▇. ▇▇▇▇▇ shall be appointed to the Board of Directors of the Purchaser on the Closing Date and may not be removed during the Interim Period except for cause. If ▇▇. ▇▇▇▇▇ shall be removed for cause or shall be unable or unwilling to serve as a Director, the Selling Shareholders shall immediately appoint his successor. The parties acknowledge that after the Interim Period, the Board of Directors of Purchaser is anticipated to expand through the addition of independent directors and corporate acquisitions.
(c) During the Interim Period, all votes and action of the Board of Directors of the Purchaser shall require unanimity, to the extent any such vote or action relates to any of the following activities by the Purchaser: any acquisition or disposition, any share issuance, any borrowing of funds, any encumbrance to be created on property of the Purchaser, the issuance of any guarantee and entering into any lease, agreement or other arrangement providing for an expenditure exceeding $1,000.00. Notwithstanding the foregoing, that no party hereto shall be entitled to vote in connection with any proposed action by Directors relating to any alleged failure by such party to observe or perform any of his or its obligations under this Agreement.
(d) The Board of Directors shall proceed promptly to discuss and prepare a business plan for the Purchaser in light of the markets, operations, personnel, expertise, financial condition and prospects of the Company, and such other factors as the Board may deem relevant. The parties agree that the Purchaser shall have a Technology Division, whereof ▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be Chief Executive Officer, and a Graphics Division, whereof ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ shall be Chief Executive Officer, provided such individuals are able and willing to serve. The parties shal...
Interim Period. During the Interim Period, the Company shall, except as otherwise herein contemplated:
(a) conduct the Business in, and only in, the ordinary and normal course thereof in substantially the same manner as heretofore (conducted and to preserve intact the Assets, the business, the present business organization and the clients and customers connected therewith and keep available the services of its present officers and employees and others having business dealings with it to the end that its good will and business shall be maintained;
(b) not, without the prior written consent of the Parent, enter into any transaction, undertake any action or refrain from taking any action which, if had been effected or had occurred before the date of this Agreement, would constitute a breach of the representations, warranties, or agreements or the Companys contained herein (provided that the Company shall be entitled to enter into agreements and arrangements to license the Technology and otherwise carry out the Company s business plan and marketing strategy):
(c) comply with all laws affecting the operation of the Business;
(d) not create, assume or incur any debt or liability (contingent or otherwise) outside of the ordinary course of the Business;
(e) not knowingly take or cause to be taken any steps, directly or indirectly, which may in any way adversely affect the completion of the transaction, contemplated herein;
(f) not cancel or waive any material claim or right;
(g) not sell, lease, or otherwise dispose of any of the Assets, other than in the ordinary course of business;
(h) pay, satisfy and discharge its obligations and liabilities in the ordinary course of business;
(i) not declare, pay or authorize any dividends or make or authorize any distribution, or repayments of capital in respect of its outstanding shares;
(j) not amend its co stating documents or by-laws;
(k) disclose or cause to be disclosed to the Parent in writing, forthwith upon occurrence, any material change in relation to the condition, affairs or operations of the Company);
(1) not solicit, initiate or encourage or cause to be solicited, initiated or encouraged submissions of proposals or offers from any other Person, relating to, or facilitate or encourage or cause to be facilitated or encouraged any effort or attempt with respect to any Extraordinary Business Combination involving the Company and any other party (other than the Parent). The Company will not participate in any negotiations regardin...
Interim Period. 5.1 From the date of this Agreement until the earlier of the termination of this Agreement and Completion, (i) each of the Bridgepoint Sellers, SPP and the Trustee Seller severally agrees to exercise its rights as a shareholder and/or as a director of the Company or as a director of any other Target Group Company, so far as it is reasonably able to do so; (ii) each Management Seller jointly and severally agrees to procure; and (iii) the Company agrees to procure in each case that the business of each Target Group Company is carried on in the ordinary and usual course in all material respects (in the context of the Business taken as a whole) and that no Target Group Company shall, except with the prior written consent of the Buyer:
5.1.1 cause or permit any amendments to its constitutional documents;
5.1.2 admit any Person as a shareholder (whether by subscription, transfer or transmission) or issue or grant or agree to issue or grant any shares or any other securities;
5.1.3 make any increase or reduction or other alteration whatsoever (including by way of redemption, purchase, sub-division, consolidation or redesignation) of its share capital or grant any option to subscribe for or acquire any of its shares or issue any securities convertible into any of its shares;
5.1.4 declare or pay any dividend or make any other distribution in respect of its profits, assets or reserves or in any other way reduce its reserves;
5.1.5 grant, create or allow to arise any Encumbrance over its assets (other than charges arising by operation of law or which arise in the ordinary and usual course of trading);
5.1.6 borrow any monies or incur any indebtedness other than in the ordinary and usual course of trading and save where required pursuant to clause 6.4;
5.1.7 other than in the ordinary and usual course of trading, sell, license or otherwise dispose of any material asset or part of the undertaking of the Company or any other Target Group Company or acquire any material assets, business or undertaking (in the context of the Business taken as a whole);
5.1.8 incorporate or liquidate any subsidiary undertaking or effect any hive-up or hive-down or any corporate reorganisation (provided always that the liquidation of STS GmbH and the striking off of SPTS Technologies PTY Ltd. shall both be deemed to have been consented to by the Buyer for the purposes of this clause 5.1);
5.1.9 acquire or dispose of any freehold or leasehold property;
5.1.10 make any offer to engage any ne...
Interim Period. 4.1 During the Interim Period, (in so far as it falls after the date of this Agreement) the Seller shall:
4.1.1 continue to carry on its affairs in relation to the Interests in the ordinary course and in accordance with good oil and gas field practice;
4.1.2 (to the extent that it is able so to do having regard to the provisions of the Licensed Interest Documents) consult with the Purchaser with regard to the Interests where reasonably practicable and co-operate with the Purchaser so as to ensure an efficient handover of the Interests on Completion;
4.1.3 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), encumber, sell, assign or otherwise dispose of the Interests or any part thereof, or purport to do any of the same;
4.1.4 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed) enter into or agree to enter into or become party to any new licences, operating agreements, farm-in or farm-out agreements, unitisation agreements, transportation agreements, long term gas sale or supply agreements or any other material agreement or undertaking (by whatever name called) relating to the Interests or permit any other person to enter into or agree to enter in any such agreement on behalf of the Seller;
4.1.5 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), enter into or agree to enter into any contract for the sale of gas and/or other Petroleum products relating to the Interests or permit any other person to enter into or agree to enter in any such contract on behalf of the Seller;
4.1.6 maintain insurance in relation to the Interests (on behalf of and for the benefit of the Purchaser) to such extent and at such levels as would be in accordance with good oil and gas field practice and otherwise in accordance with the JDA;
4.1.7 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), undertake or agree to undertake any sole-risk or non-consent activities in relation to the Interests;
4.1.8 not, without the Purchaser’s prior written approval (not to be unreasonably withheld or delayed), amend, renew, terminate or agree to amend, renew or terminate any of the Licensed Interest Documents or waive or agree to waive any of its rights or remedies under the Licensed Interest Documents insofar as any such right or remedy is capable of relating to periods after the Economic Date or is in respect of D...