Certain Conduct Pending Closing Sample Clauses

Certain Conduct Pending Closing. The parties hereby acknowledge and agree that:
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Certain Conduct Pending Closing. The Seller may take such actions in respect of the Shares that are taken in the ordinary course of business of the Seller and its affiliates; provided that, without the written consent of the Purchaser, Seller shall not: (i) liquidate, mortgage, sell, assign, transfer or otherwise dispose of any Shares other than to an affiliate of the Seller who signs a joinder pursuant to Section 6.2; (ii) create or permit to exist any Lien on any of the Shares, other than the transfer restrictions described in Section 2.8 of this Agreement; (iii) make any voluntary capital contributions or fail to make any required capital contributions to the Company, or otherwise fail to perform its obligations in any material respect under the Company’s articles of incorporation, bylaws and shareholders agreement (if any), or under all other agreements that govern the rights and obligations of the applicable Seller with respect to the Shares held by it in connection with the acquisition by such Seller of such Shares; or (iv) agree to do any of the foregoing. For the avoidance of doubt, actions that are customarily required of and taken by an owner of similar equity securities and that are consistent with past practices of the Seller and its affiliates shall be considered to be taken in the ordinary course of business of the Seller and its affiliates.
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Certain Conduct Pending Closing. Seller shall provide Buyers with prompt notice of (A) any Distributions received or expected by Seller prior to the Closing and (B) any rights to take an action with respect to the Interests or under any Interest Agreement. Except as consented to by Buyers in writing, Seller shall not: (1) dispose of, liquidate, mortgage, sell, assign or transfer, deliver or solicit any bids for, or enter into any discussions with a prospective purchaser of, the Interests or any assets of the Feeder LLC; (2) except for entering into the Feeder LLC Agreement in connection with the Closing, consent to the amendment, modification, cancellation or termination of any of the Interest Agreements or any Contractual Rights thereunder; (3) forgive, release, compromise or demand payment of any indebtedness owed to it by the Feeder LLC or the General Partner other than upon full payment thereof; (4) fail in any manner to perform fully, or take any action or omit to take any action that would constitute a breach of, its obligations under any of the Interest Agreements; (5) make any voluntary capital contributions or fail to make any required capital contributions to the Feeder LLC; (6) create or permit to exist any Lien on the Interests, the Capital Interest or the Carry Points Interests other than the Investment Liens and restrictions under federal and state securities laws; (7) take any action the effect of which would be to incur a penalty or other specified consequence under any of the Interest Agreements; (8) take any action which would result in a reduction of Seller’s percentage of ownership in the Feeder LLC, the General Partner or the Partnership; (9) waive any material right with respect to the Interests, the Capital Interest or the Carry Points Interests; (10) elect to participate in any underlying investment other than through the Partnership or elect to participate through any “blocker entity” treated as a corporation for United States federal income tax purposes; or (11) agree to do any of the foregoing.
Sample 1
Certain Conduct Pending Closing. None of the Loan Parties, nor any of their respective Subsidiaries, will solicit, initiate, entertain or permit, or enter into any discussions in respect of, any issues, offerings, placements or arrangements of any debt securities or commercial bank or other credit facilities (including refinancings and renewals of debt) competing with the Commitment and the Loan to be provided under this Agreement. [Signature Page Follows]
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Related to Certain Conduct Pending Closing

  • Conduct Pending Closing (i) The business of Buyer ------------------------ shall be conducted only in the ordinary course consistent with past practices.

  • Conduct Pending the Closing Acquirer, Target and the Shareholder covenant that between the date of this Agreement and the Closing as to each of them:

  • 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:

  • Certain Notifications Until Closing From the Signing Date until the Closing, the Company shall promptly notify the Investor of (i) any fact, event or circumstance of which it is aware and which would reasonably be expected to cause any representation or warranty of the Company contained in this Agreement to be untrue or inaccurate in any material respect or to cause any covenant or agreement of the Company contained in this Agreement not to be complied with or satisfied in any material respect and (ii) except as Previously Disclosed, any fact, circumstance, event, change, occurrence, condition or development of which the Company is aware and which, individually or in the aggregate, has had or would reasonably be expected to have a Company Material Adverse Effect; provided, however, that delivery of any notice pursuant to this Section 3.4 shall not limit or affect any rights of or remedies available to the Investor; provided, further, that a failure to comply with this Section 3.4 shall not constitute a breach of this Agreement or the failure of any condition set forth in Section 1.2 to be satisfied unless the underlying Company Material Adverse Effect or material breach would independently result in the failure of a condition set forth in Section 1.2 to be satisfied.

  • Conditions Precedent to the Closing Date The obligation of the Lenders to execute this Agreement and make any requested Loans on the Closing Date is subject to the prior satisfaction of each of the following conditions (unless waived in writing by Administrative Agent with the consent of the Lenders):

  • Conditions Precedent to the Closing 12 7.1. Consents; Stockholder Approval .................................. 12 7.2. No Suits or Actions ............................................. 12 ARTICLE VIII - MISCELLANEOUS................................................. 12

  • Covenants Pending Closing Pending either Closing, the Company will conduct and will cause its Subsidiaries to conduct their respective businesses in the ordinary course, and will not, and will not permit any of its Subsidiaries to, without the Investor's prior written consent, take any action which would result in any of the representations or warranties contained in this Agreement not being true at and as of the time immediately after such action, or in any of the covenants contained in this Agreement becoming incapable of performance. The Company will promptly advise the Investor of any action or event of which it becomes aware which has the effect of making incorrect any of such representations or warranties or which has the effect of rendering any of such covenants incapable of performance.

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Conduct Prior to Closing Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:

  • Conduct Pending the Merger SECTION 2.1. Conduct of the Company's Business Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, the Company shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) use its best efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees, (iii) use its best efforts to consummate the Agreement of Merger and Reorganization, dated as of July 21, 1998, by and between the Company, CBE, Inc., and F & M Merger Corporation, as amended on November 30, 1998 (the "CBE Merger Agreement"), (iv) take no action which would adversely affect or delay the ability of the Company, Parent or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan and (v) take no action that is reasonably likely to have a Material Adverse Effect (as defined in Section 9.1 hereof) on the Company.

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