Conduct Prior to the Closing Date. Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:
Conduct Prior to the Closing Date. Each of the Companies shall:
Conduct Prior to the Closing Date. 5.1 Conduct of Business of C-CUBED. Except as set forth on Schedule 5.1 hereto, between the date of this Agreement and the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, C-CUBED shall, except to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld), (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, except when subject to good faith disputes over such obligations, and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business relationships with it, to the end that C-CUBED’s goodwill and ongoing business shall be unimpaired at the Closing Date, and (b) promptly notify Parent of any event or occurrence which will have or could reasonably be expected to have an C-CUBED Material Adverse Effect. In addition, between the date of this Agreement and the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, C-CUBED and its Subsidiaries shall not, except as set forth on Schedule 5.1 hereto or to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld):
Conduct Prior to the Closing Date. The Investors, their counsel, accountants, employees or other representatives may, prior to the Closing Date, make such investigations of the properties, plants and operations of the Company and such audit of the financial condition of the Company for such purposes as it deems necessary or advisable in connection with the transactions contemplated hereby; such investigation shall not, however, affect the representations and warranties of the Company hereunder. Prior to the Closing Date, the Company agrees to permit the Investors and their counsel, accountants, employees or other representatives to have, after the date hereof and upon reasonable advance notice, full access during normal business hours to the premises and to all books and records of the Company and the Investors shall have the right to make copies thereof and excerpts therefrom, and the Company will furnish the Investors with such financial and operating data and other information with respect to the business and properties of the Company as is otherwise readily available and as the Investors may, from time to time, reasonably request. Prior to the Closing Date, the Company agrees to permit the Investors and their counsel, accountants, employees or other representatives to communicate with and visit suppliers, customers and others having business relations with the Company. The Company acknowledges that the rights set forth in this Section 11 are essential to the Investors as a means of evaluating the assets and business of the Company and agree that in no event will they make any claim of any kind as a result of the exercise by the Investors of such rights and hereby waive any and all rights they may have to make such claims.
Conduct Prior to the Closing Date. 6.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, carry on its business in the Ordinary Course of Business and in accordance with Applicable Legal Requirements, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned); or (b) as expressly contemplated by this Agreement or Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following:
Conduct Prior to the Closing Date. 6.1. Conduct of Business by the Company, the Company Subsidiaries, New PubCo, Merger Sub and the Intermediate Companies 59 6.2. Conduct of Business by SPAC 63 6.3. Requests for Consent 65 TABLE OF CONTENTS (CONT’D) Page ARTICLE VII ADDITIONAL AGREEMENTS
Conduct Prior to the Closing Date. Conduct of Business. Buyer acknowledges that as of June 28, 2002, Buyer has undertaken the management and operation of the Seller for the Buyer's own account and assumes all liabilities with respect to the period June 28, 2002 through the date of Closing.
Conduct Prior to the Closing Date. (a) Except as otherwise contemplated in the SPAR Disclosure Letter, from and after the date of this Agreement through the Closing Date, each SPAR Party shall, and shall cause each other SPAR Party to, and each PIA Party shall, and shall cause each other PIA Company to, use their respective reasonable best efforts to: (i) conduct their respective businesses in the ordinary course and consistent in all material respects with past practice; (ii) maintain and service their respective properties and assets in order to preserve their value and usefulness in the conduct of their respective business consistent with past practice and commercially reasonable standards; (iii) keep available the services of their current employees and agents and maintain their relations and goodwill with suppliers, customers, distributors and any others with whom or with which they have business relations; (iv) comply in all material respects with all laws, ordinances, rules, regulations and orders; and (v) cause all of the conditions to the consummation of the transactions contemplated by this Agreement to be satisfied on or prior to the Closing Date.
Conduct Prior to the Closing Date. 5.1 Conduct of Business of CSERV.
Conduct Prior to the Closing Date. 56 7.1 Conduct of Business by each Target Company and its Subsidiaries 56 7.2 Conduct of Business by AETI and its Subsidiaries 58 7.3 No Solicitation by AETI 61 ARTICLE VIII ADDITIONAL AGREEMENTS 64 8.1 Proxy Statement; Special Meeting 64 8.2 Other Actions 66 8.3 Required Information 66 8.4 Confidentiality; Access to Information 67 8.5 Reasonable Best Efforts 68 8.6 No AETI Securities Transactions 69 8.7 Disclosure of Certain Matters 69 8.8 Access to Financial Information 69 8.9 Registration Rights Agreement 69 8.10 Intended Tax Treatment 70 8.11 AETI Plans 70 8.12 Directors’ and Officers’ Insurance 70 ARTICLE IX CONDITIONS TO THE TRANSACTION 70 9.1 Conditions to Obligations of Each Party to Effect the Transactions 70 9.2 Additional Conditions to Obligations of the Exchanging Owners and the Target Companies 71 9.3 Additional Conditions to the Obligations of AETI 71 ARTICLE X TERMINATION 72 10.1 Termination 72 10.2 Notice of Termination; Effect of Termination 73 10.3 Fees and Expenses 74 ARTICLE XI GENERAL PROVISIONS 75 11.1 Notices 75 11.2 Interpretation 76 11.3 Counterparts; Electronic Delivery 77 11.4 Entire Agreement; Third Party Beneficiaries 77 11.5 Severability 77 11.6 Other Remedies; Specific Performance 77 11.7 Governing Law 77 11.8 Consent to Jurisdiction; Waiver of Jury Trial 78 11.9 Rules of Construction 78 11.10 Assignment 78 11.11 Amendment 78 11.12 Extension; Waiver 78 11.13 Currency 79 11.14 No Recourse 79 11.15 Public Announcements 79 EXHIBITS Exhibit A Voting Agreement Exhibit B Form of Registration Rights Agreement Exhibit C Form of Mutual Release Exhibit D-1 Form of Articles of Amendment to Articles of Incorporation of AETI Exhibit D-2 Form of Articles of Amendment to Articles of Incorporation of AETI Exhibit D-3 Form of Restated Articles of Incorporation of AETI Exhibit E Form of Exchanging Owners Release Exhibit 1.3(a) Form of Contribution Agreement Exhibit 1.4(e) Form of Resignation Letter SCHEDULES Schedule A Defined Terms Schedule B Capitalization Example SHARE EXCHANGE AGREEMENT THIS SHARE EXCHANGE AGREEMENT (this “Agreement”) is made and entered into as of December 17, 2018, by and among American Electric Technologies, Inc., a Florida corporation (“AETI”), LNG Investment Company, LLC, a Texas limited liability company (“Holdings”), AEGIS NG LLC, a Texas limited liability company (“AEGIS”), Stabilis Energy, LLC, a Texas limited liability company (“Stabilis”), PEG Partners, LLC, a Delaware limited liability company (“PEG”), Promethe...
