Limitation on Conduct Prior to Closing Date Sample Clauses

Limitation on Conduct Prior to Closing Date. Between the date hereof and the Closing Date, except as contemplated by this Agreement and subject to Legal Requirements, Seller agrees (and Parent shall and shall cause Seller) to conduct the Business in the ordinary course in substantially the manner heretofore conducted, and Seller shall not (and Parent shall and shall cause Seller not to), without the prior written consent of Buyer:
Sample 1
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Limitation on Conduct Prior to Closing Date. Between the date hereof and the Closing Date, except as contemplated by this Agreement and subject to Legal Requirements, the Company shall conduct its business in the ordinary course in substantially the manner heretofore conducted, and shall not without the prior written consent of Parent: (a) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any Company Interests, or repurchase, redeem or otherwise reacquire any Company Interests or other securities; (b) make any capital expenditure in excess of $5,000 (except that the Company Entities may make any capital expenditure that is provided for in the Company’s capital expense budget delivered to Parent prior to the date of this Agreement); (c) lend money to any Person (other than extensions of credit to trade creditors, intercompany indebtedness and routine travel and business expense advances made to employees, in each case in the ordinary course of business), or, except in the ordinary course of business and consistent with past practices, incur or guarantee any indebtedness; (d) hire or promote any Company Employee (except in order to fill a position vacated after the date of this Agreement); (e) grant any increase in the rate of pay to any Company Employee or pursuant to any Company Employee Plan; (f) adopt or enter into any new Company Employee Agreement with any Company Employee or other Company Employee Plan or amend or modify any Company Employee Agreement or Company Employee Plan; (g) sell, assign, transfer, mortgage, lease, license, abandon, permit to lapse, encumber or otherwise dispose of any of the assets of the Company, except for sales of inventory in the ordinary course of business and consistent with past practices; (h) amend, modify, renew or extend any Company Contract; (i) take any action that would or could reasonably be expected to: (1) adversely affect the ability of Parent or the Company to obtain any necessary approval of any Governmental Body or other Person required to approve the Contemplated Transactions; (2) adversely affect the Company’s ability to perform its respective covenants and agreements under this Agreement; or (3) result in any of the conditions to the performance of Parent or the Company’s obligations hereunder not being satisfied; (j) revalue in any material respect any of the assets of the Company Entities, including writing off notes or any accounts receivable; (k) accelerate the collection of any accounts receivable; (l) ...
Sample 1

Related to Limitation on Conduct Prior to Closing Date

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Conduct Prior to the Closing 19 4.1 Conduct of Business of the Company.............................. 19 4.2

  • Conduct Prior to the Effective Time 5.1 Conduct of Business by the Company.

  • COVENANTS PRIOR TO CLOSING 37 7.1 Access and Cooperation; Due Diligence...........................37 7.2 Conduct of Business Pending Closing.............................38 7.3

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Actions Prior to Closing From the date hereof until the Closing Date, Contributor shall not take any action or fail to take any action the result of which could (1) have a material adverse effect on the Contributed Interests or the Operating Partnership’s ownership thereof, or any Material Adverse Effect on any Contributed Entity or Property after the Closing Date or (2) cause any of the representations and warranties contained in this Section 2.2 to be untrue as of the Closing Date.

  • Termination Prior to Closing This Agreement may be terminated at any time prior to the Closing:

  • Short Sales and Confidentiality Prior To The Date Hereof Other than consummating the transactions contemplated hereunder, such Purchaser has not directly or indirectly, nor has any Person acting on behalf of or pursuant to any understanding with such Purchaser, executed any purchases or sales, including Short Sales, of the securities of the Company during the period commencing from the time that such Purchaser first received a term sheet (written or oral) from the Company or any other Person representing the Company setting forth the material terms of the transactions contemplated hereunder until the date hereof (“Discussion Time”). Notwithstanding the foregoing, in the case of a Purchaser that is a multi-managed investment vehicle whereby separate portfolio managers manage separate portions of such Purchaser's assets and the portfolio managers have no direct knowledge of the investment decisions made by the portfolio managers managing other portions of such Purchaser's assets, the representation set forth above shall only apply with respect to the portion of assets managed by the portfolio manager that made the investment decision to purchase the Securities covered by this Agreement. Other than to other Persons party to this Agreement, such Purchaser has maintained the confidentiality of all disclosures made to it in connection with this transaction (including the existence and terms of this transaction).

  • Conduct Pending Closing (i) The Business of Seller ----------------------- shall be conducted only in the ordinary course consistent with past practices.

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