Common use of Preservation of Business and Assets Clause in Contracts

Preservation of Business and Assets. From the date hereof until the Closing, each party will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the suppliers, employees, clientele, patients and others having business relations with such party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, no party will acquire or sell or agree to acquire or sell, by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. The execution, delivery and consummation of this Agreement and the transactions contemplated hereunder will not give rise to any obligation of any party hereto, or any right of any holder of any security of any party hereto to require such party, to purchase, offer to purchase, redeem or otherwise prepay or repay any capital stock or other security, or deposit any funds to effect the same. All parties will use their best efforts to facilitate the consummation of the Contribution as contemplated hereunder and the Merger as contemplated under the Merger Agreement, including obtaining requisite approval of shareholders and other third parties. Through Closing, with the exception of any shares of Advanced Common Stock issued pursuant to the cancellation agreements referenced in Section 1.7 and any shares of Dynamic Common Stock issued upon exercise of outstanding Dynamic Warrants, Dynamic Options or conversion of the Dynamic Secured Notes, no party will issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities. Through Closing, no party will split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire any shares of its capital stock. From the date hereof until the Closing, no party will pay any dividend or distribution to its shareholders as such, and no party will, other than in the ordinary course of business, sell, discard or dispose of any of its assets.

Preservation of Business and Assets. From the date hereof until the Closing, except as contemplated under the Contribution Agreement, each party will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the suppliers, employees, clientele, patients and others having business relations with such party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, other than pursuant to the Contribution Agreement, no party will acquire or sell or agree to acquire or sell, sell by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. The Except as expressly set forth in this Agreement or any related Agreement, the execution, delivery and consummation of this Agreement and the transactions contemplated hereunder will not give rise to any obligation of any party hereto, or any right of any holder of any security of any party hereto to require such party, to purchase, offer to purchase, redeem or otherwise prepay or repay any capital stock or other security, or deposit any funds to effect affect the same. All parties will use their best efforts to facilitate the consummation of the Contribution as contemplated hereunder and the Merger as contemplated under the Merger Agreementhereunder, including obtaining requisite approval of shareholders stockholders and other third parties. Through Closing, with the exception of any shares of Advanced Common Stock issued pursuant to except as expressly set forth in this Agreement or related Agreements (such as the cancellation agreements referenced in Section 1.7 of the Contribution Agreement) and any shares of Dynamic Common Stock issued upon except for exercise of any outstanding Dynamic Warrants, Dynamic Options or of conversion of the Dynamic Secured Notes, no party will issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities. Through Closing, no party will split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire any shares of its capital stock. From the date hereof until the Closing, no party will pay any dividend or distribution to its shareholders stockholders as such, and no party will, other than in the ordinary course of business, will sell, discard or dispose of any of its assets.

Preservation of Business and Assets. From the date hereof until the ----------------------------------- Closing, each party of Explore and XXXXXXXXX.XXX will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the its suppliers, employees, clientele, patients and others having business relations with such each party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, no neither party will acquire or sell or agree to acquire or sell, sell by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. The execution, delivery and consummation of this Agreement and the transactions contemplated hereunder will not give rise to any obligation of any Each party hereto, or any right of any holder of any security of any party hereto to require such party, to purchase, offer to purchase, redeem or otherwise prepay or repay any capital stock or other security, or deposit any funds to effect the same. All parties will use their its best efforts to facilitate the consummation of the Contribution Acquisition as contemplated hereunder and the Merger as contemplated under the Merger Agreementhereunder, including obtaining requisite approval of shareholders and other third partiesShareholders. Through ClosingClosing and except as contemplated by this Agreement, with the exception of any shares of Advanced Common Stock issued pursuant to the cancellation agreements referenced in Section 1.7 and any shares of Dynamic Common Stock issued upon exercise of outstanding Dynamic Warrants, Dynamic Options or conversion of the Dynamic Secured Notes, no neither party will issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities. Through Closing, no neither party will split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire any shares of its capital stock. From the date hereof until the Closing, no neither party will pay any dividend or distribution to its shareholders Shareholders as such, and no neither party will, other than in the ordinary course of business, will sell, discard or dispose of any of its assets.

Preservation of Business and Assets. From the date hereof until the Closing, each party will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the suppliers, employees, clientele, patients and others having business relations with such party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, other than consistent with the terms of this Agreement, no party will acquire or sell or agree to acquire or sell, sell by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. The Except as expressly set forth in this Agreement or any related Agreement, the execution, delivery and consummation of this Agreement and the transactions contemplated hereunder will not give rise to any obligation of any party hereto, or any right of any holder of any security of any party hereto to require such party, to purchase, offer to purchase, redeem or otherwise prepay or repay any capital stock or other security, or deposit any funds to effect affect the same. All parties will use their best efforts to facilitate the consummation of the Contribution as contemplated hereunder and the Merger as contemplated under the Merger Agreementhereunder, including obtaining requisite approval of shareholders stockholders and other third parties. Through Closing, with except as expressly set forth in this Agreement and except for the exception exercise or termination of any shares of Advanced Common Stock issued pursuant to the cancellation agreements referenced in Section 1.7 and any shares of Dynamic Common Stock issued upon exercise of outstanding Dynamic Warrants, Dynamic Options or Options, the conversion of the Dynamic Secured Notes, or the sale of Tele-Lawyer Common Stock, no party will issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities. Through Closing, except with the exception of a reverse split of Dynamic Common Stock described herein, no party will split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire any shares of its capital stock. From the date hereof until the Closing, no party will pay any dividend or distribution to its shareholders stockholders as such, and no party will, other than in the ordinary course of business, will sell, discard or dispose of any of its assets, except for the sale of the assets of the Dynamic Subsidiary.

Preservation of Business and Assets. From the date hereof until the Closing, each party will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the suppliers, employees, clientele, patients clientele and others having business relations with such party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, no party will acquire or sell or agree to acquire or sell, sell by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. The Except as expressly set forth in this Agreement or any related Agreement, the execution, delivery and consummation of this Agreement and the transactions contemplated hereunder will not give rise to any obligation of any party hereto, or any right of any holder of any security of any party hereto to require such party, to purchase, offer to purchase, redeem or otherwise prepay or repay any capital stock or other security, or deposit any funds to effect affect the same. All parties will use their best efforts to facilitate the consummation of the Contribution as contemplated hereunder and the Merger as contemplated under the Merger Agreementhereunder, including obtaining requisite approval of shareholders stockholders and other third parties. Through Closing, with the exception except as expressly set forth in this Agreement or related Agreements and except for exercise of any shares of Advanced Common Stock issued pursuant to the cancellation agreements referenced in Section 1.7 and any shares of Dynamic Common Stock issued upon exercise of outstanding Dynamic LVGI Warrants, Dynamic LVGI Options or conversion of the Dynamic Secured NotesLVGI preferred stock, no party will issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities. Through Closing, no party will split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire any shares of its capital stock. From the date hereof until the Closing, no party will pay any dividend or distribution to its shareholders stockholders as such, and no party will, other than in the ordinary course of business, will sell, discard or dispose of any of its assets, other than in the ordinary course of business.