Common use of Post-Closing Activities Clause in Contracts

Post-Closing Activities. Following the Closing, for so long as the Company holds shares of Parent Common Stock: (a) The Company shall not (i) conduct any business or engage in any activities, other than (A) holding shares of the Parent Stock Amount, (B) discharging the Excluded Liabilities, (C) performing its obligations under this Agreement and the other Transaction Documents to which it is a party and (D) effecting an orderly and prompt wind-down of its operations, including terminating the Company Employee Programs and transferring or terminating the Excluded Assets, or (ii) incur or permit to exist any Liabilities, other than (A) the Excluded Liabilities, (B) Liabilities arising under this Agreement and the other Transaction Documents to which the Company is a party and (C) liabilities that are de minimis in amount incurred in connection with the maintenance of the Company’s legal status; and (b) The Company shall not: (i) merge or consolidate with any Person; (ii) cause or permit the creation of any subsidiary of the Company or any Seller Subsidiary; (iii) enter into any transaction or series of transactions with any Person involving the sale, lease, transfer, or license of the remaining assets of the Company, including, without limitation, the Parent Stock Amount; (iv) issue or sell any Company Capital Stock (or other equity interests) or any rights or options to purchase Company Capital Stock (or other equity interests), except for issuances pursuant to the exercise of warrants or options to purchase Company Capital Stock (or other equity interests) outstanding as of the Closing Date (on terms in effect on the Closing Date), or (v) dissolve or wind up the Company.