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.
OPERATION IN ORDINARY COURSE. The Acquiring Fund and the Selling Fund each will operate its business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include customary dividends and distributions.
OPERATION IN ORDINARY COURSE. Subject to paragraph 8.5, each Acquiring Fund and Transferring Fund will 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 distributions and shareholder redemptions.
OPERATION IN ORDINARY COURSE. Subject to Section 1.2, the Selling Fund will operate its 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 distributions, any other distribution necessary or desirable to avoid U.S. federal income or excise taxes, and shareholder purchases and redemptions. The Acquiring Fund shall not conduct any business prior to the Closing Date, other than such activity as is necessary to consummate the transactions contemplated by this Agreement. No party shall take any action that would, or reasonably would be expected to, result in any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect.
OPERATION IN ORDINARY COURSE. The Surviving Fund and the Reorganizing 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.
OPERATION IN ORDINARY COURSE. The Selling Shareholder undertake, jointly and severally, that the Company will be operated in the ordinary course of business, consistent with past practice, and as reasonably directed by the Purchaser, from the date hereof through the Closing Date.
OPERATION IN ORDINARY COURSE. Between the date of this Agreement and the Closing Date, Seller shall cause Seller and its Subsidiaries to conduct their businesses in all material respects in the ordinary course.
OPERATION IN ORDINARY COURSE. Subject to Sections 1.2 and 7.3, each of the Acquiring Fund and the Target Fund will operate its respective business in the ordinary course between the date of this Agreement and the Closing, it being understood that such ordinary course of business will include customary dividends and distributions, any other distribution necessary or desirable to avoid federal income or excise taxes, and shareholder purchases and redemptions.
OPERATION IN ORDINARY COURSE. The Transferring Funds will operate their business in the ordinary course between the date hereof and the Closing Date, it being understood that such ordinary course of business will include shareholder purchases and the distribution of customary dividends, distributions, and redemptions. The Acquiring Fund will not commence operation until the Closing Date.
OPERATION IN ORDINARY COURSE. From the date hereof until the earlier of the Closing or the date on which this Agreement terminates or is terminated pursuant to ARTICLE VIII, except as provided in this Agreement or in Schedule 6.1, each Seller will cause each Company to (i) conduct the Business only in the ordinary course, in substantially the same manner in which it has been previously conducted; (ii) use Commercially Reasonable Efforts to preserve intact its business organization and goodwill with respect to the Business, keep available the services of its officers and employees as a group and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it; (iii) consistent with applicable laws, confer on a regular basis, at the Buyer’s reasonable request, with representatives of the Buyer to report operational matters and the general status of ongoing operations; (iv) notify the Buyer of any emergency or other material adverse change in its Business; (v) not sell, lease, transfer, assign or relocate outside the Seller Facilities or the New Seller Facilities any of the Companies’ assets, other than inventory sold in the ordinary course of business consistent with past custom and practice; (vi) not amend adversely to any Company or voluntarily terminate any Material Contract or Lease; (vii) maintain the assets and properties used in the Business in their present state of repair (ordinary wear and tear excepted); (viii) not settle or compromise any Tax Liability; (ix) not make or change any Tax election; (x) not make or change any Tax method of accounting; (xi) not prepare any Tax Return in a manner that is not consistent with the past custom and practice with respect to the treatment of items on such Tax Returns; (xii) not file any amendment to a Tax Return that would increase the Tax liability of any Company after the Closing; (xiii) not consent to the extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes with any Governmental Authority; (xiv) not surrender any right to claim a refund of Taxes; (xv) except as required by applicable law, not materially alter the terms of any Company Benefit Plan, or establish, adopt or enter into any plan, agreement, program, policy, trust, fund or arrangement for the benefit of any current or former directors, officers, employees, consultants or other service providers in a manner that creates additional obligations that will continue after th...
