Business in Ordinary Course. (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any Governmental Authority, after the date of this Agreement, Seller shall conduct the business of the Branch Office in substantially the same manner as previously conducted and shall use its best efforts to preserve its business operation as presently conducted at the Branch Office, to preserve for Buyer the good will of Seller’s customers and others doing business with the Branch Office, and shall cooperate with and assist Buyer in assuring the orderly transition of such business from Seller to Buyer. Seller shall not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld:
(i) cause or permit the Branch Office to engage or participate in any material transaction or incur or sustain any material obligation except in the ordinary course of business ("material transactions" and "material obligations" are defined as transactions and/or obligations totaling in the aggregate $10,000 or more);
(ii) cause the Branch Office to transfer any Deposits except pursuant to the unsolicited request of a depositor in the ordinary course of business or where the Deposits secure loans that are not being transferred to Buyer;
(iii) permit the Branch Office to transfer to Seller’s other operations any of the Assets to be transferred to Buyer on the Closing Date except for (A) equipment and supplies, if any, which have unique functions to Seller’s business and would not be useful to Buyer (i.e., signs which include Seller’s name), (B) cash and other normal interbank transfers which may be transferred in the ordinary course of business in accordance with normal banking procedures, and (C) such assets as Buyer has indicated to Seller in writing that it does not desire to purchase;
(iv) transfer, assign, encumber or otherwise dispose of or enter into any contract, agreement or understanding to transfer, assign, encumber or otherwise dispose of any of the Assets to be transferred to Buyer on the Closing Date, except transfers described in clauses (A) through (C) of the preceding subparagraph (iii);
(v) accept any deposits at rates in excess of those being paid generally at other branches of Seller or change the fees applicable to such deposit accounts other than in accordance with changes to such fees applicable to similar accounts at other branch offices of Seller, or;
(vi) purchase any fixed assets on behalf of the Branch Office, except for commi...
Business in Ordinary Course. AAC and Classic further covenant and agree with each other that each of the representations and warranties set forth in Article IV will be true and correct on the Effective Date. Except as set forth on the Exceptions Schedule and elsewhere herein, until the Effective Date, neither AAC nor Classic shall do any of the following except with the prior written consent of the other party:
(a) effect any general salary increase except in line with its past practices;
(b) enter into any written employment agreement;
(c) increase the base compensation or other benefits of any employee by more than 10%;
(d) make any contribution to any trust or plan for the benefit of employees not required by the present terns thereof or in accordance with its past practices;
(e) make any change in any employee benefit plan which would materially increase the cost thereof or adopt any new employee benefit plan;
(f) issue or commit to issue any capital stock or other ownership interests, except for the sale of shares of Classic Common Stock in a private placement or under Regulation S, or the conversion of notes or preferred stock of Classic into Classic Class A Common Stock;
(g) grant or omit to grant any options, warrants, or other rights to subscribe for or purchase or otherwise acquire any shares of capital stock or other ownership interests or issue or commit to issue any securities convertible into or exchangeable for shares of its common stock or other ownership interests;
(h) declare, set aside, or pay any dividend or distribution with respect to its common stock or other ownership interests;
(i) directly or indirectly redeem, purchase, or otherwise acquire or commit to acquire any of its common stock or other ownership interest or directly or indirectly terminate or reduce or commit to terminate or reduce any bank line of credit or the availability of any funds under any loan or financing agreement;
(j) effect a split or reclassification of any capital stock or recapitalization;
(k) change its articles of incorporation, bylaws, or other governing instruments, except to effectuate the transactions contemplated by this Agreement;
(l) borrow or agree to borrow any funds except pursuant to existing bank lines of credit or other existing loan agreements or financing arrangements; or
(m) waive or commit to waive any right of substantial value.
Business in Ordinary Course. Other than as contemplated by this Plan of Merger, conducted its business other than in the ordinary course, or incurred or become subject to any liability or obligation, except liabilities incurred in the ordinary course of business, and except for any single liability or for the aggregate of any group of related liabilities that do not exceed $100,000.
Business in Ordinary Course. Other than as contemplated by this Plan of Merger, conducted its business other than in the ordinary course, or incurred or become subject to any liability or obligation, except liabilities incurred in the ordinary course of business, and except for any single liability that does not exceed $50,000 or for the aggregate of any group of related liabilities that do not exceed $100,000.
Business in Ordinary Course. Except as permitted or contemplated by the terms of this Agreement, and except as provided in Section 5.1 of the Company Disclosure Letter, unless with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use its commercially reasonable efforts consistent with past practices and policies to (a) preserve intact its present business organizations and goodwill, (b) keep available the services of its present executive officers, directors and key employees, and (c) preserve its relationships with customers, suppliers, agents, and creditors.
Business in Ordinary Course. Marquee will conduct its business in its customary course (it being understood that, notwithstanding anything else herein contained, Marquee may discharge the liabilities listed on the Marquee NY Balance Sheet) and will
(1) use its reasonable efforts to preserve its business organization intact and to preserve the goodwill of suppliers, customers, and others having business relations with it;
(2) maintain its properties in customary repair, working order, and condition, reasonable wear and tear and damage by casualty excepted; and
(3) make no material change in the customary terms and conditions on which it extends credit to customers; provided, however, that nothing in this Section 6A.2 shall prohibit compliance by Marquee with, or Marquee's borrowing or repayment of funds pursuant to, any agreements or other commitments disclosed by Marquee to Athletes on any Schedule furnished in accordance with Section 4.8 hereof.
Business in Ordinary Course. Except as permitted or contemplated by the terms of this Agreement, and except as provided in Section 5.1 of the Grey Wolf Disclosure Letter or the Basic Disclosure Letter (as the case may be), unless with the prior written consent of the other Party hereto (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, each of Basic and Grey Wolf shall, and shall cause each of their respective Subsidiaries, to carry on its business in all material respects in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted, and use their respective commercially reasonable efforts consistent with past practices and policies to (a) preserve intact their respective present business organizations and goodwill, (b) keep available the services of their respective present executive officers, directors and key employees and (c) preserve their relationships with customers, suppliers, agents, and creditors.
Business in Ordinary Course. Except as otherwise provided herein, the Sellers shall conduct the CATV Business in the ordinary course (including, without limitation, in accordance with currently planned capital expenditures), consistent with past practices and will not engage in any material transaction, including, without limitation, entering into or amending in any material respect any CATV Instrument or Contract, or making any material advance or expenditure, other than in the ordinary course of business, nor change in any material respect its business policies or practices. The Sellers shall use reasonable commercial efforts to preserve the CATV Business intact, to retain the services of its present employees and agents, and to preserve its business relationships with, and the goodwill of, its customers, suppliers and others. The Sellers shall pay before delinquent all taxes and other charges upon or against the Sellers or any of their respective properties or income, file when due all tax returns and other reports required by Governmental Authorities and pay when due all liabilities except those which they choose to contest in good faith and by appropriate proceedings.
Business in Ordinary Course. From the Agreement Date to the Closing Date, neither the Seller nor the Purchaser shall do any of the following except as expressly contemplated by this Agreement or except with the prior written consent of the other Party, which consent shall not unreasonably be withheld or delayed:
(a) declare or pay any distributions on or make other distributions in respect of any of its shares or membership units; (b) split, combine or reclassify any of its shares or membership units or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for, its shares or its membership units; (c) repurchase, redeem or otherwise acquire any shares or its membership units or any securities convertible into or exercisable for any shares of its shares or membership units; or (d) effect any reorganization or recapitalization;
(b) issue, pledge, dispose of or encumber, deliver or sell, or authorize or propose the issuance, disposition, encumbrance, pledge, delivery or sale of, any shares of its shares or membership units of any class, or any securities convertible into or exercisable for, or any rights, warrants or options to acquire, any such shares, or enter into any agreement with respect to any of the foregoing;
(c) except to the extent required to comply with their respective obligations hereunder or required by law, to amend or propose to amend its organizational documents;
(d) make any change in the company or the operations of the business;
(e) make any capital expenditure or enter into any contract or commitment therefore, other than capital expenditures or commitments for capital expenditures incurred in the ordinary course of business;
(f) enter into any contract, agreement, undertaking or commitment, except in the ordinary course of business;
(g) enter into any contract for the purchase or lease of real property or any option to extend a lease;
(h) sell, lease (as lessor), transfer or otherwise dispose of, or mortgage or pledge, or impose or suffer to be imposed any encumbrance on, any of the Assets, other than minor amounts of personal property sold or otherwise disposed of for fair value in the ordinary course of business;
(i) cancel any debts owed to or claims held (including the settlement of any claims or litigation) other than in the ordinary course of business;
(j) create, incur, assume, or guarantee or agree to create, incur, assume or guarantee, any indebtedness for borrowed money or enter into, any capitaliz...
Business in Ordinary Course. From the date hereof through the Closing Date, Seller shall use all reasonable efforts to cause Aptus to: (a) preserve its relationships with suppliers, customers, Employees, creditors and Governmental Authorities, (b) maintain their existing insurance coverage in all material respects, (c) perform their obligations under the Material Contracts and Material Permits in all material respects, (d) comply with all applicable Laws in all material respects and (e) conduct its business in the ordinary course and consistent with past practice. Except as contemplated by Section 5.14 hereto (Intercompany Accounts) or unless otherwise required by this Agreement, without the consent of Buyer, Seller will not permit Aptus to:
(i) amend its Charter Documents in any material respect;
(ii) issue, sell or transfer any equity securities;
(iii) incur any debt for borrowed money, or guaranty any debt;
(iv) sell, assign, transfer or permit the creation of any Lien (other than Permitted Liens) on any of its (x) assets, or (y) real property, provided that the sale of assets entered into in the ordinary course of business and involving the payment by any party of less than Fifty Thousand Dollars ($50,000.00) shall be permitted;
(v) enter into (x) any Material Contract outside the ordinary course of business or (y) any customer contract which commits Aptus to a volume guarantee or price level and is not terminable within six (6) months, provided that (z) contracts or orders for future purchase or delivery of goods or rendition of services entered into in the ordinary course of business and involving the payment by any party of less than Fifty Thousand Dollars ($50,000.00) shall be permitted;
(vi) amend or terminate any Material Contract or Material Permit outside the ordinary course of business;
(vii) waive any right, forgive any debt (other than intercompany debt) or release any claim, except in the ordinary course of business, if such waiver, forgiveness or release would have a Material Adverse Effect;
(viii) change its current practices with respect to the payment of accounts payable at forty-five (45) days (or as otherwise agreed to with the vendor); or
(ix) agree to take any of the actions described in Sections 5.3(i) through 5.3(viii).
