1Conduct of Business. 36 6.2No Shop; Non-Disclosure....................................................... 38 6.3Employment Agreements......................................................... 39 6.4Parent's Access to Information................................................ 39 6.5Consents...................................................................... 39 6.
1Conduct of Business. (a) From the date hereof through the earlier of the termination of this Agreement or the Closing Date (the “Pre-Closing Period”), except as permitted by this Agreement or as set forth on Section 6.1(a) to the Company Disclosure Letter, the Acquired Companies shall, and the Seller Parties shall cause the Acquired Companies to, conduct their respective businesses only in the Ordinary Course. Without limiting the generality of the foregoing, during the Pre-Closing Period, except as permitted by this Agreement or as set forth on Section 6.1(a) to the Company Disclosure Letter, each Acquired Company shall (i) maintain its existence in good standing, (ii) maintain the general character of its businesses and conduct its businesses in a commercially reasonable manner, (iii) maintain proper business and accounting records relative to its businesses, (iv) use commercially reasonable efforts to preserve relationships with customers, suppliers, investors and insurers, (v) use commercially reasonable efforts to maintain its assets in good condition and repair, ordinary wear and tear excepted, (vi) maintain presently existing insurance coverage with respect to its businesses and (vii) pay its debts, Taxes and other obligations when due.
(b) Without limiting the generality of the foregoing, during the Pre-Closing Period, except as permitted by this Agreement or as set forth on Section 6.1(b) to the Company Disclosure Letter, the Acquired Companies shall not, and the Seller Parties shall cause the Acquired Companies not to, without the prior written consent of Parent (not to be unreasonably withheld, delayed or conditioned) do any of the following:
(i) enter into any Company Material Agreement or terminate or amend or modify in any material respect any existing Company Material Agreement other than in the Ordinary Course;
(ii) (a) enter into, adopt, contribute to, or become obligated to contribute to, any Employee Benefit Plan or any other benefit plan, policy, program, arrangement or agreement of any kind, or (b) enter into any collective bargaining agreement or other similar agreement, (c) grant to any of their current or former employees, officers, directors, independent contractors or consultants with total compensation in the prior year in excess of $200,000 per year any increase in compensation, (d) cause or institute any plant closing or mass layoff as defined by WARN, (e) act to accelerate the vesting or payment of any compensation or benefit for any current or fo...
1Conduct of Business. The Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits of and from all governmental regulatory officials and bodies that it needs as of the date hereof to conduct its business purpose as described in the Prospectus. The disclosures in the Registration Statement concerning the effects of federal, state and local regulation on this offering and the Company’s business purpose as currently contemplated are correct in all material respects and do not omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading.
1Conduct of Business. Except as set forth in Schedule 6.1, Seller agrees that from and after the date hereof until Closing, except as expressly contemplated by this Agreement or as expressly consented to in writing by Buyer (which consent will not be unreasonably withheld or delayed), it will cause the Purchased Company, to:
(a) use customary commercially reasonable efforts to cause the operator under the applicable operating agreement to operate and develop the Assets in the usual, regular and ordinary manner consistent with past practice and in a manner consistent with and not less than the prudent practices of the oil and gas industry;
(b) use customary commercially reasonable efforts to cause the operator under the applicable joint operating agreement to operate the Assets in conformity, and promptly provide Buyer with notice (after obtaining Knowledge thereof) of any material non-compliance, with all applicable Laws and all rules (including Environmental Laws), regulations, and orders of Governmental Authorities having jurisdiction;
(c) use customary commercially reasonable efforts to cause the operator under the applicable operating agreement to materially act in conformity with all material Leases and material applicable Contracts;
(d) maintain the books of account and Records of the Purchased Company and the Assets in the usual, regular and ordinary manner, in accordance with its usual accounting practices and GAAP;
(e) maintain insurance relating to the Assets of the types and amounts set forth on Schedule 6.1;
(f) not transfer, sell, farm-out or dispose of any portion of the Assets other than the sale and/or disposal of Hydrocarbons in the ordinary course of business and sales of equipment that is no longer necessary in the operation of the Assets or for which replacement equipment of approximately equal or greater value has been obtained and which shall be included in the Assets;
(g) promptly provide Buyer with notice of the Purchased Company’s commitments with respect to Authority for Expenditures after the date of this Agreement for each proposed operation;
(h) except where necessary to prevent the termination of an oil and gas lease or other material agreement governing the Purchased Company’s interest in the Properties, not propose (i) the drilling of any additional wxxxx, (ii) the deepening, plugging back or reworking of any existing wxxxx, (iii) the conducting of any other operations which require consent under the applicable operating agreement, (iv) the cond...
1Conduct of Business. Except as contemplated by this Agreement, as required by Law, as set forth on Schedule 6.1 or as otherwise consented to in writing by Parent from the date hereof through the Closing or the earlier termination of this Agreement pursuant to Article XI hereof, the Company covenants and agrees that:
(a) The Company shall cause each of the Acquired Companies to conduct the Business in all material respects according to the Ordinary Course of Business.
(b) The Company shall not permit any Acquired Company to (i) increase or promise to increase the compensation or benefits payable or provided, or to become payable or provided to, whether conditionally or otherwise, any current or former Company Employee, except (A) in connection with any hiring or engagement of any Company Employee by the Company to the extent the annual total compensation opportunity for such employee is less than $125,000 or (B) for increases in total compensation for any employee to the extent that such increases in total compensation are no greater than 5% for any such employee, (ii) grant or announce any cash, equity or equity-based incentive awards, bonuses, transaction, retention, severance or other compensation or benefits to any current or former Company Employee, other than grants of ordinary course cash amounts to newly hired or engaged Company Employees consistent with past practice, (iii) adopt, establish, terminate, modify or amend any Employee Benefit Plan or PEO Plan (or any other compensation or benefit plan or arrangement that would be an Employee Benefit Plan or PEO Plan if it was in effect on the date hereof) other than as permitted under clauses (i) and (ii) of this Section 6.1(b), (iv) accelerate the time of payment, vesting or funding of any compensation or benefits or increase in the amount of compensation (whether in cash, property or the vesting of property) provided under any Employee Benefit Plan or otherwise, or (v) hire, engage, terminate (other than for “cause”), furlough or temporarily lay off the employment or service of any current or former Company Employee with an annual base compensation in excess of $125,000.
(c) Other than in connection with the exercise of any Options or Company Warrants outstanding as of the date hereof and disclosed in Schedule 4.3(b) and in accordance with the existing terms of the Equity Incentive Plans, the Company shall not permit any Acquired Company to issue, sell, pledge, dispose of or otherwise subject to any Lien any shares of ca...
1Conduct of Business. The Developer shall do or cause to be done all things reasonably necessary to maintain its corporate existence and maintain its qualifications to do business in the State, to maintain its organizational power and capacity to own its properties and assets and to carry on its business in accordance with normal industry standards so as not to adversely affect Developer’s ability to perform its obligations under this Agreement.
1Conduct of Business. Except as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company has all requisite corporate power and authority, and has all necessary authorizations, approvals, orders, licenses, certificates and permits (“Permits”) of and from any Governmental Entity that it needs as of the date hereof to conduct its business purpose as described in the Registration Statement, the Pricing Disclosure Package and the Prospectus, except for such Permits, the absence of which would not reasonably be expected to have a Material Adverse Change.
1Conduct of Business. Except as set forth on Section 6.1 of the Disclosure Schedule, as otherwise contemplated by this Agreement or as otherwise required by applicable Law, and except as otherwise consented to by Buyer in writing (such consent not to be unreasonably withheld, delayed or conditioned) from the date hereof until the Effective Time (the “Pre-Closing Period”), Seller shall:
(a) Use commercially reasonable efforts to conduct the Business in the Ordinary Course of Business in all material respects;
(b) Use commercially reasonable efforts, consistent with Seller’s current business practices, to preserve the goodwill of the Business and preserve its current relationships with employees, customers, licensors, distributors and suppliers of the Business in all material respects;
(c) Use, operate, repair, replace and maintain all Purchased Assets in a commercially reasonable manner and in compliance, in all material respects, with all applicable Laws;
(d) Use commercially reasonable efforts to comply, in all material respects, with all provisions of all Purchased Contracts and Permits;
(e) Comply, in all material respects, with all applicable Laws that relate to or affect the Business, the Purchased Assets or the Leased Real Property, including, without limitation, the timely filing of all properly prepared reports, applications and maintenance of all records required by any Governmental Authority to be filed or maintained; and
(f) Maintain in full force and effect all workers’ compensation, property and casualty and automobile policies of insurance covering the Business, the Assumed Obligations and the Purchased Assets (collectively, the “Insurance Policies”).
1Conduct of Business. During the period from the date of this Agreement until the Effective Time or termination of this Agreement, the Company Owners shall cause the Company and Oculus CRS, LLC, except as expressly contemplated by this Agreement or the Asset Purchase Agreement: (a) to conduct the Business in the ordinary course of business consistent with past practice; (b) not to take any extraordinary actions, including without limitation amending any Charter Document, issuing any additional equity, or amending the Xxxxxxx Employment Agreements; (c) to preserve substantially intact the Business organization, to keep available the services of their current officers and employees; and (d) to preserve their present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with them.
1Conduct of Business. (a) Except as contemplated by this Agreement, as set forth on Schedule 6.1 or as otherwise consented to in writing in advance by the Buyer (which consent may not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing, Seller and each Company Entity shall (i) conduct the Business in all material respects in the Ordinary Course of Business, in substantially the same manner as heretofore conducted; and (ii) use commercially reasonable efforts to maintain and preserve intact the current organization, business and franchise of the Company and the Subsidiaries (including relationships with employees, customers, suppliers and other business relations).
(b) Without limiting the generality of Section 6.1(a), except as contemplated by this Agreement, as set forth on Schedule 6.1 or as otherwise consented to in writing in advance by the Buyer (which consent may not be unreasonably withheld, conditioned or delayed), from the date hereof through the Closing, the Seller and the Company shall cause each Company Entity not to:
