Activities of the Company. (a) From and after the date of this Agreement until the closing date and except as set forth herein or as permitted or contemplated by this Agreement, the Company will:
(i) Carry on its business in substantially the same manner as it has heretofore;
(ii) Maintain in full force and effect insurance comparable in amount and in scope of coverage to that now maintained by it;
(iii) Perform in all material respects all of its obligations under material contracts, leases, and instruments relating to or affecting its assets, properties, and business;
(iv) Use its best efforts to maintain and preserve its business organization intact, to retain its key employees, and to maintain its relationships with its material suppliers and customers;
(v) Except to the extent that non compliance is not material or adverse to the Company, duly and timely file for all taxable periods ending on or prior to the Closing Date all federal, state, county, and local tax returns required to be filed by or on behalf of such entity or for which such entity may be held responsible and shall pay, or cause to pay, all taxes required to be shown as due and payable on such returns, as well as all installments of tax due and payable during the period commencing on the date of this Agreement and ending on the closing date; and
(vi) Fully comply with and perform in all material respects all obligations and duties imposed on it by all federal and state laws and all rules, regulations, and orders imposed by federal or state governmental authorities.
(b) From and after the date of this Agreement and except as provided herein until the closing date, the Company will not:
(i) Make any change in its articles of incorporation or bylaws;
(ii) Enter into or amend any material contract, agreement, or other instrument, except in the ordinary course of business; and
(iii) Enter into any agreement for the sale of the Company's securities without the prior approval of the other party.
Activities of the Company. Neither the Company nor any of its Restricted Subsidiaries may engage in any business other than developing, owning, engaging in and dealing with all or any part of the business of domestic and international media, entertainment, electronics or communications, and reasonably related extensions thereof, including but not limited to the purchase, ownership, operation, leasing and selling of, and generally dealing in or with, one or more communications satellites and the transponders thereon, and communications uplink centers, the acquisition, transmission, broadcast, production and other provision of programming relating thereto and the manufacturing, distribution and financing of equipment (including consumer electronic equipment) relating thereto.
Activities of the Company. Prior to the consummation of the Merger, the Company will not engage in any activity or enter into any transaction or agreement (including Incurring any Indebtedness other than the Initial Securities, making any Restricted Payments, engaging in any transactions with Affiliates, incurring any Liens or entering into any mergers (other than the Merger) or sales of substantially all of its assets) except to the extent necessary to effectuate the Transactions substantially in accordance with the description of the Transactions set forth in the Offering Memorandum.
Activities of the Company. After the formation of the Company, the parties shall determine what activities as set out in Article III shall be assumed by the Company or shall continue to be provided by one or both of the parties.
Activities of the Company. Except as otherwise expressly permitted under this Agreement, the Company will conduct all of its operational activities for its existing and future Wireless Broadband Business and hold all of its assets related to the Wireless Broadband Business, whether now owned or hereafter acquired (other than the proceeds of any distributions from the LLC permitted under this Agreement and any earnings thereon), through the LLC and the Subsidiaries of the LLC.
Activities of the Company. From and after the date hereof until the Closing Date, the Company shall, in all material respects, except as contemplated by this Agreement, carry on its business in the ordinary course as currently conducted. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement, during such period, the Company shall not, without the prior written consent of Pelican:
(a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, or (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock;
(b) issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;
(c) grant any registration rights (including piggyback registration rights) to any holder of Company securities or register any securities of the Company;
(d) amend its Articles of Incorporation or Bylaws or other similar organizational documents;
(e) acquire, or agree to acquire, in a single transaction or in a series of related transactions, any business or assets;
(f) make or agree to make any new capital expenditure;
(g) sell, lease, license, encumber or otherwise dispose of, or agree to sell, lease, license, encumber or otherwise dispose of, any of its assets;
(h) increase the salary or wages payable or to become payable to its directors or officers, or enter into any employment or severance agreement with, or establish, adopt, enter into or amend any bonus, profit sharing, thrift, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination or severance plan, agreement, policy or arrangement for the benefit of, any director, officer or employee, except, in each case, in the ordinary course of business, or as may be required by the terms of any such plan, agreement, policy or arrangement or to comply with applicable law;
(i) except as may be required as a result of a change in law or in generally accepted accounting principles, make any material change in its method of accounting;
(j) enter into, modify in any material respect, amend in any material respect or terminate any material contract or agreement to which the Company is a party, or w...
Activities of the Company. The Company’s activities shall be limited to issuing senior or subordinated debt instruments and lending the proceeds from the sale of any such senior or subordinated debt instruments to PartnerRe U.S. Corporation on terms identical in all material respects to those of the issued debt instruments, and any other activities necessary or incidental to these activities. For the avoidance of doubt, the Company shall have no employees, shall acquire no real property and shall incur no material obligations other than the senior or subordinated debt obligations referred to in this Section 7.01.
Activities of the Company. 6.1 The parties agree and acknowledge that the Objectives of the Company shall be the objects set out in the Memorandum and such other objectives as may be agreed by the Members from time to time in accordance with the provisions of the Articles and this Agreement.
6.2 The Business shall be carried out by the Company in accordance with the Business Plans.
6.3 Each Member agrees that it will adhere to and act in accordance with the Annual Business Plan during the Financial Year to which such Annual Business Plan relates and the Corporate Plan during the Business Plan Period to which such Corporate Plan relates.
6.4 The Board and the Members shall procure that the Corporate Plan and Annual Business Plan are prepared, reviewed and updated in accordance with the provisions of this clause 6.4 such that:
6.4.1 the Chief Executive and the Management Team shall in each Financial Year review and update the Corporate Plan and Annual Business Plan for the then current Financial Year in order to produce a draft Corporate Plan and Annual Business Plan for the following Financial Year and shall provide copies of such draft Business Plans to the Board;
6.4.2 the Board shall (if it considers it appropriate to do so) provide comments on and/or approve the relevant draft Corporate Plan and Annual Business Plan having, where applicable consulted with any funder to the Company;
6.4.3 the Chief Executive and the Management Team shall present an amended draft of the relevant Corporate Plan and Annual Business Plan to the Governing Body;
6.4.4 the Governing Body shall (if it considers it appropriate to do so) approve such relevant draft Corporate Plan and Annual Business Plan for the next Financial Year and the then current Business Plan Period such approval to be by Qualified Majority.
6.5 The Governing Body shall be entitled to amend the Corporate Plan and/or the Annual Business Plan by a Qualified Majority at such times as the Governing Body considers necessary and/or on prior recommendation of the Board.
6.6 The Chief Executive and the Management Team shall provide to the Board and the Governing Body reports of the Company’s progress against the Business Plans not less than three times in each Financial Year or at such other times as are agreed between the Chief Executive, the Management Team and the Board and/or the Governing Body (as applicable).
6.7 Notwithstanding any other provision of this clause 6, following the requisite approval of the updated Business Plans by the ...
Activities of the Company. 7.1 The Company has no interests, investments or liabilities other than in connection with the Hidden Valley Business.
7.2 At Completion, all payments to HVSL which are due and payable by the Company prior to the Economic Transfer Date under the Joint Venture Agreement have been made in full.
7.3 To the best of the Seller's knowledge, there are no contracts to which the Company is a party other than contracts relating to the Hidden Valley Business.
Activities of the Company. Neither the Company nor any of its Subsidiaries issues or has issued mortgage backed securities. The Company's Servicing Business is limited to FNMA servicing.
