Conduct in the Ordinary Course of Business Sample Clauses

Conduct in the Ordinary Course of Business. Neither Seller nor any of its Affiliates has, with respect to the Business, made any change in the selling, distribution, advertising, terms of sale or collection practices in the period twelve (12) months before this Agreement that is inconsistent with the Ordinary Course of Business and would be material to the Business, taken as a whole. In the past twelve (12) months, neither Seller nor any of its Affiliates has, with respect to the Business, (i) entered into any business practices, programs or ​ ​ long-term allowances not previously used in the Ordinary Course of Business that would be material to the Business, taken as a whole, or (ii) engaged in the practice of “channel stuffing” or any program, activity or other action (including any rebate, discount, chargeback or refund policy or practice, any acceleration of a Transferred Contract), in the case of this clause (ii), that would reasonably be expected to result, directly or indirectly, in a trade buy-in that is significantly in excess of normal customer purchasing patterns consistent in all material respects with the past practices of the Business during the previous twelve (12) months.
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Conduct in the Ordinary Course of Business. Except as contemplated by this Agreement or as disclosed in any forms, reports, statements or documents filed with or furnished to the Securities Exchange Commission by Seller, or as otherwise set forth in Schedule 5.16, and excluding any COVID-19 Measures, in the past twelve (12) months, neither Seller nor any of its Affiliates has, with respect to the Business, made any material change in the terms of sale or collection practices that is inconsistent with the Ordinary Course of Business and would be material to the Business, taken as a whole.
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Conduct in the Ordinary Course of Business. From the date of this Agreement until the Closing Date, except as otherwise expressly consented to in advance by Buyer in writing, the Corporation shall, and the Stockholders shall cause the Corporation and each of its Subsidiaries to (i) not sell, transfer or otherwise dispose of any of its assets except the sale of goods and services in the Ordinary Course of Business, (ii) maintain in the Ordinary Course of Business the operations of the Corporation and its Subsidiaries prior to the Closing Date and shall conduct and operate the Corporation and its Subsidiaries in the Ordinary Course of Business (including timely payment of accounts payable, purchase of inventory, performance of all necessary maintenance and repairs, making capital expenditures and collection of accounts receivable), (iii) take all necessary measures to preserve and maintain in good repair and condition all of its assets and properties, (iv) not enter into, modify or negotiate the terms of any Material Contracts, including, without limitation, the Leases, (v) not take any action to amend the articles of incorporation, bylaws or other constitutive documents of the Corporation or its Subsidiaries, (vi) not issue, sell or otherwise dispose of any of its authorized but unissued capital stock, redeem any issued and outstanding capital stock of the Corporation or its Subsidiaries or issue any option to acquire capital stock of the Corporation or its Subsidiaries or any securities convertible into or exchangeable for capital stock of the Corporation or its Subsidiaries, (vii) not declare or pay any dividend or make any other distribution in cash or property on the Corporation’s capital stock, (viii) not, directly or indirectly, cause or permit any state of affairs, action or omission that constitutes, or could lead to, a Material Adverse Change, (ix) preserve intact the Corporation’s business, to keep available the services of its current employees and agents and to maintain its relations and good will with its suppliers, customers, distributors and any others with whom or with which it has business relations, (x) not enter into any employment contract with any officer or employee, modify the terms of any existing employment contract or make any loan to or enter into any Merger of any other nature with any of the Corporation’s or its Subsidiaries’ officers or employees or other service providers, (xi) not commit to pay any bonus, pension, retirement allowance, severance, or termination pay or ...
Sample 1
Conduct in the Ordinary Course of Business. Except (a) as reflected in the PalEx SEC Filings, (b) for the $125 million credit facility of PalEx entered into in January 1998, and (c) PalEx's activities in connection with proposed acquisitions of various drum reconditioning businesses, since the date of PalEx's Quarterly Report on Form 10-Q for the fiscal quarter ended August 31, 1997, the business of PalEx has been conducted in the ordinary course and consistent with past practice, and PalEx has not suffered a PalEx Material Adverse Effect.
Sample 1
Conduct in the Ordinary Course of Business. Except as may be reflected in the Company Financial Statements or as may be expressly permitted or contemplated by this Agreement or the Transition Services Agreement, since the Company Balance Sheet Date, (a) the Company and its Subsidiaries have conducted their respective businesses, in all material respects, only in the ordinary course of such businesses consistent with past practice, (b) there has not occurred any event that has had a Material Adverse Effect, (c) there has not been any material damage, destruction or other casualty loss with respect to any material assets or property owned, leased or otherwise used by the Company or any of its Subsidiaries, which damage, destruction or other casualty loss was not covered by insurance, (d) neither the Company nor any of its Subsidiaries has increased the compensation of any of their officers or the rate of pay of any of their employees, except as part of regular compensation increases in the Company Ordinary Course of Business, (e) there has not occurred a change in the accounting principles or practice of the Company or any of its Subsidiaries, except as required by reason of a change in GAAP, and (f) neither the Company nor any of its Subsidiaries has declared, set aside, made or paid any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to its capital stock.
Sample 1
Conduct in the Ordinary Course of Business. Since their inception, except as may be expressly permitted or contemplated by this Agreement and as set forth in Section 3.10(e) of the Disclosure Schedule, (i) the businesses conducted by the Company and the HKco respectively have only been conducted in the Company Ordinary Course of Business, (ii) there has not occurred any event that has had, or would reasonably be expected to have, a Material Adverse Effect (including businesses conducted through contractual arrangements with other Person(s) which may have a Material Adverse Effect on the Company or the HKco), (iii) there has not been any material damage, destruction or other casualty loss with respect to any assets or property owned, leased or otherwise used by the Company or the HKco (whether covered by insurance or not), (iv) neither the Company nor the HKco has increased the compensation of any of their officers or the rate of pay of any of their employees, except as part of regular compensation increases in the Company Ordinary Course of Business, (v) there has not occurred a change in the accounting principles or practice of the Company or the HKco, except as required by applicable Laws or a change in HK GAAP, and (vi) neither the Company nor the HKco has declared, set aside, made or paid any dividend or other distribution, payable in cash, shares, property or otherwise, with respect to its share capital.
Sample 1
Conduct in the Ordinary Course of Business. Since the Balance Sheet Date, (a) the Company and its Subsidiaries have operated their respective businesses in all material respects in the ordinary course of business consistent with past practice and (b) no fact or event has occurred or circumstance or change arisen that, individually or in the aggregate, has had or would reasonably be likely to have a Company Material Adverse Effect. Except as set forth on Section 3.5 of the Company Disclosure Schedule, neither the Company nor any of its Subsidiaries has:
Sample 1
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Conduct in the Ordinary Course of Business. Prior to the Closing, except: (i) as set forth on Schedule 7.2(a) of the Company Disclosure Schedule; (ii) as required by applicable Law; (iii) as expressly contemplated by this Agreement; or (iv) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause the Subsidiaries to, conduct the business of the Company in the Ordinary Course of Business and, to the extent consistent therewith, use commercially reasonable efforts to preserve the business relationships with customers, suppliers, distributors and others with whom the Company and the Subsidiaries deal with in connection with the conduct of the business.
Sample 1

Related to Conduct in the Ordinary Course of Business

  • Business in the Ordinary Course The Business shall be conducted solely in the ordinary course consistent with past practice.

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Regular Course of Business Each Seller Company shall (a) operate its business diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Plan; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

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