Post-Acquisition Covenants Clause Samples
The Post-Acquisition Covenants clause sets out the ongoing obligations and commitments that parties must fulfill after the completion of a business acquisition. These covenants may include requirements such as maintaining certain business practices, preserving key relationships, or refraining from competitive activities for a specified period. By clearly outlining these post-closing responsibilities, the clause helps ensure a smooth transition, protects the value of the acquired business, and mitigates risks of disputes between the buyer and seller after the transaction is finalized.
Post-Acquisition Covenants. The Parties agree as follows with respect to the period following the Merger Date:
Post-Acquisition Covenants. Borrower shall provide to Lenders the 409A valuation report with respect to Parent's common stock that is completed on or before March 31, 2018 (the "Next 409A"), and in the event that the fair market value of Parent's common stock as set forth in the Next 409A (the "New FMV Price") is less than the per share price of Parent's common stock used to determine the issuance of Parent's common stock to Lenders upon the closing of Parent's acquisition of Borrower, then Borrower shall cause Parent to promptly, and in any event no later than thirty days after the completion of the Next 409A, issue additional shares of Parent's common stock such that the aggregate number of shares issued to Lenders shall equal $176,000 divided by the New FMV Price.
7. Section 6.3 of the Agreement is amended and restated in its entirety:
Post-Acquisition Covenants. 25 Page Section 9.02. Non-Competition................................................26 Section 9.03. Waiver and Release.............................................28 Section 9.04. Indemnification................................................28 Section 9.05. Dispute Resolution Regarding Indemnification...................31 Section 9.06. Arbitration....................................................31 Section 9.07. Transition Costs...............................................32 Section 9.08. Most Recent Fiscal Year End Financial Statements...............32 ARTICLE X DEFAULT ...............................................................32 ARTICLE XI MISCELLANEOUS
Post-Acquisition Covenants. Borrowers shall deliver to Bank the following, each in form and substance satisfactory to Bank: (a) within thirty (30) days following the 3VR Closing Date, (i) a landlord consent with respect to Target’s leased location(s); (ii) Target’s year-to-date financial statements as of December 31, 2017, along with aged listings of Target’s accounts receivable an accounts payable and an inventory report; and (iii) insurance certificates and endorsements evidencing the addition of Bank as an additional insured and lose payee under Target’s insurance policies; (b) within forty-five (45) days following the 3VR Closing Date, account control agreements with respect to Target’s bank accounts maintained outside of Bank; and (c) within ten Business Days following the 3VR Closing Date, a fully executed subordination agreement in favor of Bank with respect to the promissory notes issued by Parent (the “Seller Notes”).
7. The following is added as a new Section 7.12 to the end of Section 7 of the Loan Agreement:
Post-Acquisition Covenants. The Parties agree as follows with respect to the period following the Effective Time.
Post-Acquisition Covenants