Pre-Closing Activities. Except as otherwise approved by Buyer or KTEC, or as permitted, required or contemplated by this Agreement or as set forth on Schedule 6.2, from the Share Purchase Agreement – Page 45 Effective Date through the earlier of the Closing Date or the termination of this Agreement in accordance with the provisions hereof, Sellers shall cause each Acquired Company not to: (a) enter into any collective bargaining agreement or other agreements with labor organizations; or (b) terminate the employment or services of any officer or conduct any layoffs of a material number of employees; (c) incur or become contingently liable with respect to any debt for borrowed money or assume, guarantee, endorse or otherwise become responsible for obligations of another Person; (d) make any loans, advances or capital contributions to or investments in any Person; (e) effect or become a party to any acquisition transaction (including by way of merger, sale of assets, consolidation, business combination or otherwise), recapitalization or similar transaction; (f) enter into any new business segment or activity outside the scope of the business as it is conducted on the Effective Date; (g) enter into any contract or commitment that restrains, restricts, limits, or impedes the ability of any Acquired Company to compete with any Person or conduct any business or line of business in any geographic area; (h) (i) amend, terminate, or waive compliance with the terms of or breaches under any Material Contract, or (ii) enter into a new Contract that, if entered into prior to Effective Date, would have constituted a Material Contract; (i) make, revoke or amend any Tax election, change any annual Tax accounting period, adopt or change any method of Tax accounting, file any amended Tax Return, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset or other reduction in Tax liability, consent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, make a request for a written ruling of a Tax Authority, or enter into a written and legally binding agreement with a Tax Authority; (j) incur or pay any costs, fees, expenses or other amounts in connection with the negotiation and execution of this Agreement and the Transaction Documents or the consummation of the Contemplated Transactions; (k) make any investments in or payments to, borrow any money from, or enter into or modify any Contract with, any Seller or any Related Person of any Seller; (l) take any action or omit to take any action that would cause any of the representations or warranties contained herein of the Sellers not to be true and correct at any time between the Effective Date and the Closing Date; (m) engage in any transaction or take any action, or omit to take any action, as a result of which any of the transactions, occurrences, facts, effects, changes, circumstances, conditions, or events listed in Section 5.17 would occur or would be likely to occur; (n) pay any amount to (i) any Seller or Seller affiliate, or (ii) any other Person excepting only the payment of current trade payables in amounts of less than $6,500. (o) authorize, agree or commit to do any of the foregoing.
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Pre-Closing Activities. Except as otherwise approved by Buyer or KTEC, or as permitted, required or contemplated permitted by this Agreement Agreement, as agreed to by Purchaser in writing or as set forth on Schedule 6.2SCHEDULE 5.3 hereto, from the Share Purchase Agreement – Page 45 Effective Date through the earlier of prior to the Closing Date or Date, the termination of this Agreement in accordance with Company shall not, and Seller shall not take any action to cause the provisions hereofCompany, Sellers and shall cause each Acquired Company not permit the Company, to:
(a) enter into declare or pay any collective bargaining agreement dividend or other agreements distribution on or with labor organizations; orrespect to any shares of its capital stock or make any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(b) terminate the employment create, incur or services assume any indebtedness for borrowed money, assume or become subject to, whether directly or indirectly, by way of guaranty or otherwise, any officer obligation or conduct any layoffs of a material number of employeesliability (whether absolute, accrued, contingent or otherwise and whether due or to become due);
(c) incur cause or become contingently liable with respect permit any material damage, destruction or other casualty loss (whether or not covered by insurance) to any debt for borrowed money or assume, guarantee, endorse affecting the business or otherwise become responsible for obligations assets of another Personthe Company;
(d) make fail to discharge or to satisfy any loansLien on any property of the Company or pay or satisfy any claim, advances obligation or capital contributions to liability (whether absolute, accrued, contingent or investments in any Personotherwise) of the Company when the same shall become due and payable;
(e) effect sell, lease, assign, transfer or become a party to otherwise dispose of any acquisition transaction (including by way of merger, sale of assets, consolidation, business combination property or otherwise), recapitalization or similar transactionasset;
(f) permit or allow any property or asset of the Company to be subjected to any Lien, or enter into any new business segment conditional sale or activity outside the scope of the business as it is conducted on the Effective Dateother title retention agreement with respect to any property or asset;
(g) enter into any contract or commitment that restrains, restricts, limits, or impedes the ability of any Acquired Company to compete with any Person or conduct any business or line of business change in any geographic arearespect the accounting methods or practices followed by the Company;
(h) (i) amend, terminate, amend or waive compliance with the terms modify in any way its Certificate of Incorporation or breaches under any Material Contract, or (ii) enter into a new Contract that, if entered into prior to Effective Date, would have constituted a Material Contractbylaws;
(i) makereclassify, revoke combine, split, subdivide or amend redeem or otherwise repurchase any Tax electioncapital stock of the Company, change or create, authorize, issue, sell, deliver, pledge or encumber any annual Tax accounting period, adopt additional capital stock (whether authorized but unissued or change any method of Tax accounting, file any amended Tax Return, settle any Tax claim or assessment, surrender any right to claim a Tax refund, offset held in treasury) or other reduction in Tax liability, consent securities equivalent to any extension or waiver of the limitations period applicable to any Tax claim or assessment, make a request exchangeable for a written ruling of a Tax Authoritycapital stock, or enter into a written and legally binding agreement grant or otherwise issue any options, warrants or other rights with a Tax Authorityrespect thereto;
(j) incur acquire or pay agree to acquire by merging or consolidating with, or by purchasing any costsportion of the capital stock, feespartnership interests or assets of, expenses or by any other manner, any business or any corporation, limited liability company, partnership, association or other amounts in connection with the negotiation and execution of this Agreement and the Transaction Documents business organization or the consummation of the Contemplated Transactionsdivision thereof;
(k) make any investments loan or advance (whether in cash or other property), or make any investment in or payments capital contribution to, borrow or extend any money fromcredit to, any Person, except short-term investments pursuant to customary cash management policies;
(l) enter into any agreement with any labor union or association representing any employee (other than the Union Contracts with substantially the terms disclosed to the Company in SCHEDULE 4.15), or, other than in the ordinary course consistent with the past practices of the Company, make any wage or salary increase or bonus, agree to the payment of severance to any employee, or increase in any other direct or indirect compensation, for or to any of its officers, directors or employees;
(m) enter into, amend, terminate or fail to renew any Material Contract except in the ordinary course of business consistent with past practices;
(n) make any payment to Seller or any affiliate of any Seller or forgive any indebtedness due or owing from Seller or any affiliate of Seller to the Company;
(o) make any tax election or settle or compromise any tax liability other than in the ordinary course of business, consistent with past practices, and other than an election under Section 338(h)(10) of the Code with respect to the transactions contemplated by this Agreement in accordance with Section 7.2 hereof;
(p) fail to perform in all material respects all of its obligations under all Material Contracts (except those being contested in good faith);
(q) fail to use all commercially reasonable efforts to maintain in full force and effect and in the same amounts policies of insurance comparable in amount and scope of coverage to that now maintained by the Company;
(r) fail to use all commercially reasonable efforts to continue to collect its accounts receivable in the ordinary course of business and consistent with past practice;
(s) fail to prepare and file all Tax Returns or extensions required to be filed by it;
(t) institute or amend any employee benefit plan except as may be required by Law, or enter into or modify any Contract with, written employment arrangement with any Seller or any Related Person of any Seller;individual; or
(lu) take enter into any action agreement or omit to take any action that would cause any of the representations or warranties contained herein of the Sellers not to be true and correct at any time between the Effective Date and the Closing Date;
(m) engage in any transaction or take any action, or omit to take any action, as a result of which any of the transactions, occurrences, facts, effects, changes, circumstances, conditions, or events listed in Section 5.17 would occur or would be likely to occur;
(n) pay any amount to (i) any Seller or Seller affiliate, or (ii) any other Person excepting only the payment of current trade payables in amounts of less than $6,500. (o) authorize, agree or commit commitment to do any of the foregoing.
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