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SEC Filings

10-Q
APTEVO THERAPEUTICS INC. filed this Form 10-Q on 11/13/2017
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representation or warranty of Seller Parties or any other Person, including regarding the accuracy or completeness of any such other representations or warranties or the omission of any material information, whether express or implied.  

Section 4.Covenants and Agreements.

4.1Conduct of the Business of the Company.  Except as permitted or contemplated by this Agreement, as set forth on Schedule 4.1 or as required by applicable Legal Requirements, during the period from the date of this Agreement until the earlier of the Closing and the termination of this Agreement (the “Pre-Closing Period”), without Purchaser’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall conduct its Business in the ordinary course consistent with past practice, in a commercially reasonable manner so as to attempt to preserve supplier, contractor, employee, and customer relationships and the value of the Business as a going concern.  Without limiting the generality of the foregoing, as permitted or contemplated by this Agreement, as set forth on Schedule 4.1 or as required by applicable Legal Requirements, during the Pre-Closing Period, the Company shall not, without Purchaser’s prior consent (which consent shall not be unreasonably withheld, conditioned or delayed):

(a)issue, sell or deliver any equity securities or securities convertible into, or rights, warrants or options to acquire any equity securities;

(b)incur any Indebtedness;

(c)except in the ordinary course of business consistent with past practice, sell, transfer, lease, license, mortgage or encumber any of its properties or assets that are material to the Company’s Business;

(d)make any capital expenditures, except in the ordinary course of business consistent with past practice and in an amount not in excess of $[***] in the aggregate for the Company during [***];

(e)make any acquisition (by purchase of securities or assets, merger, consolidation or otherwise) of any other Person, business or division;

(f)make any investment in, or loan or advance (other than advances to its employees in the ordinary course of business consistent with past practice) to, any Person other than in the ordinary course of business consistent with past practice;

(g)increase in any material manner the compensation of any of its directors, officers or employees or enter into, establish, amend or terminate any employment, consulting, collective bargaining, bonus or other incentive compensation, health or other welfare, pension, retirement, severance, deferred compensation or other compensation or benefit plan with, for or in respect of any director, officer or other employee or consultant, other than:  (i) as required pursuant to applicable Legal Requirements or the terms of any Employee Benefit Plan or other agreements in effect as of the date of this Agreement; or (ii) increases in salaries, wages and benefits of employees or directors made in the ordinary course of business consistent with past practice;

(h)make or change any material election concerning Taxes or Tax Returns (other than elections made in the ordinary course of business);

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[*** ] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.



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