Common use of Maintaining Clause in Contracts

Maintaining. Status Quo Up until the Completion Date or termination of this Heads of Agreement in accordance with its terms, the Controlling Shareholders shall procure that Physimax does not do any of the following without the prior written consent of the Purchaser (other than as contemplated in this Heads of Agreement): (a) enter into any material contract or incur any material liability or commitment to any material expenditure, unless specifically approved in writing by the Purchaser’s CEO; (b) sell, assign or dispose of any legal or beneficial interest in Physimax’s business, intellectual property or other material assets; (c) declare any dividends; (d) vary its capital structure; (e) vary, terminate or fail to renew any of its contracts, authorisations or commitments, except in the ordinary course of business; (f) issue, or agree to issue, any equity or debt securities or hybrid securities, or grant or agree to grant any rights (g) (h) (i) over existing issued capital, or rights to be issued securities in the capital of Physimax; alter or agree to alter its constituent documents; create or permit the creation of any encumbrance over any of the assets or undertaking of Physimax; and enter into a buy-back agreement or resolve to approve the terms of a buy-back agreement.