Common use of Preservation of Business Clause in Contracts

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 38 contracts

Samples: Share Exchange and Funding Agreement, Share Exchange Agreement (Allied Technologies Group, Inc.), Share Exchange Agreement (Discovery Gold Corp)

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Preservation of Business. From the date of this Agreement until the Closing Date, each of the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices practice (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their its respective business organizationsorganization, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons Persons material to the operation of their its respective businessesbusiness, and (c) not permit any action or omission that which would cause any of their its respective representations or warranties contained herein to become inaccurate or any of their its respective covenants to be breached in any material respect.

Appears in 25 contracts

Samples: Share Exchange Agreement (BTHC X Inc), Share Exchange Agreement (Equicap Inc), Share Exchange Agreement (BTHC Viii Inc)

Preservation of Business. From the date of this Agreement until the Initial Closing Date, each of the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices practice (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their its respective business organizationsorganization, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons Persons material to the operation of their its respective businessesbusiness, and (c) not permit any action or omission that which would cause any of their its respective representations or warranties contained herein to become inaccurate or any of their its respective covenants to be breached in any material respect.

Appears in 2 contracts

Samples: Share Exchange Agreement (Fero Industries, Inc.), Share Exchange Agreement (Fero Industries, Inc.)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.. 20

Appears in 2 contracts

Samples: Share Exchange Agreement (Bearhunt Investments, Inc.), Share Exchange Agreement (Sombrio Capital Corp)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent and Company shall not issue any securities without the prior written consent of the Companyother Party), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 2 contracts

Samples: Share Exchange Agreement (Novint Technologies Inc), Share Exchange Agreement (Novint Technologies Inc)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will goodwill and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 2 contracts

Samples: Share Exchange Agreement (Fresh Start Private Management, Inc.), Share Exchange Agreement (Fresh Start Private Management, Inc.)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that the Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will goodwill and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Share Exchange Agreement (Sunset Suits Holdings, Inc.)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons Persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Share Exchange Agreement (Point Acquisition Corp)

Preservation of Business. From the date of this Agreement until the Closing Date, except as otherwise contemplated herein, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company)practices, and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Infusion Brands International, Inc.)

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Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company)practices, and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Share Exchange Agreement (Savanna East Africa, Inc.)

Preservation of Business. From the date of this Agreement until the First Tranche Closing Date, the Company Parent and the Parent Company shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that the Parent shall agrees to not issue any securities without the prior written consent of the CompanyShareholder), and shall use reasonable commercial efforts to (ai) preserve intact their respective business organizations, (bii) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, businesses and (ciii) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Share Exchange Agreement (Computer Vision Systems Laboratories Corp.)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that neither the Parent nor the Company shall not issue any securities without the prior written consent of the Companyother except as to the Transactions), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (CMSF Corp)

Preservation of Business. From the date of ------------------------ this Agreement until the Closing Date, each of the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices practice (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their its respective business organizationsorganization, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons Persons material to the operation of their its respective businessesbusiness, and (c) not permit any action or omission that which would cause any of their its respective representations or warranties contained herein to become inaccurate or any of their its respective covenants to be breached in any material respect.

Appears in 1 contract

Samples: Share Exchange Agreement (Matador Acquisition CORP)

Preservation of Business. From the date of this Agreement until the Closing Date, the Company and the Parent shall operate only in the ordinary and usual course of business consistent with their respective past practices (provided, however, that Parent shall not issue any securities without the prior written consent of the Company), and shall use reasonable commercial efforts to (a) preserve intact their respective business organizations, (b) preserve the good will and advantageous relationships with customers, suppliers, independent contractors, employees and other persons material to the operation of their respective businesses, and (c) not permit any action or omission that would cause any of their respective representations or warranties contained herein to become inaccurate or any of their respective covenants to be breached in any material respect.. 18

Appears in 1 contract

Samples: Share Exchange Agreement (Imperalis Holding Corp.)

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