Business of Parent. Parent and Merger Sub were each recently incorporated in order to engage in the transactions contemplated under the Merger Agreement and this Agreement. The only business activities conducted by Parent prior to the date hereof have been in connection with the transactions contemplated by the Merger Agreement and any agreement related thereto, this Agreement and any agreement related thereto, and the preparation of any documents related to any such agreements, including but not limited to the transactions, agreements and documents related to the financing of any transactions contemplated by any of the foregoing.
Business of Parent. The Parent has not prior to the date hereof been engaged in any business other than the negotiation, execution and delivery of the Reorganization Documents, and the consummation of the Reorganization and other activities incidental to its organization and capitalization or contemplated in any of the foregoing documents.
Business of Parent. Parent is engaged solely in the business of being a holding company for the Company.
Business of Parent. Parent will not, and will not permit any Restricted Subsidiary to, be principally engaged in any business or activity other than a Permitted Business.
Business of Parent. During the period from the date of this Agreement to the Effective Time, unless Landmark shall otherwise consent in writing and except for the transactions contemplated by the GPSI Merger Agreement, the Elan Purchase Agreement and the other transactions associated with the financing thereof and as otherwise expressly contemplated or permitted by this Agreement, Parent will, to the extent permitted by this Agreement, operate its business solely in the ordinary course, consistent with past practice and in good faith with the goal of preserving intact its assets and current business organizations, keeping available the services of its current officers and employees and preserving its relationships with customers, suppliers, creditors, brokers, agents and others with whom it has business dealings. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, or as agreed to in writing by Landmark, Parent agrees that Parent shall not other than in the ordinary course of business prior to the Merger Closing Date: Issue, sell or grant any shares of capital stock of any class, or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for any shares of capital stock, or any rights, warrants, options, calls, commitments or any other agreements of any character to purchase or acquire any shares of capital stock or any securities or rights convertible into, exchangeable for, or evidencing the right to subscribe for, any shares of capital stock or any other securities in respect of, in lieu of, or in substitution for, shares outstanding on the date hereof. (i) Split, combine, subdivide or reclassify any shares of its capital stock or (ii) declare, set aside for payment or pay any dividend, or make any other distribution in respect of, any of its capital stock, or redeem or repurchase any of its capital stock or any outstanding options, warrants or rights of any kind to acquire more than 5,000 shares of, or any outstanding securities that are convertible into or exchangeable for any shares of its capital stock, except (A) for repurchases of unvested shares in connection with the termination of a relationship with any employee, consultant or director pursuant to stock option or purchase agreements in effect on the date hereof or approved by Landmark and (B) for Parent’s regular quarterly cash dividends. Adopt a plan of complete or partial liquidation, dissolution, merger, con...
Business of Parent. From the date of this Agreement until the Effective Time, (i) Parent will continue to engage in business in same general type as now conducted by Parent, (ii) Parent will not consolidate or merge with or into any other Person, and (iii) Parent will not sell or otherwise dispose of all or substantially all of its assets to any other Person or Persons.
Business of Parent. The Parent shall engage in any business other than owning 100% of the Capital Stock of the Borrower and activities incidental or relating thereto; or
Business of Parent. At the Effective Time, Parent will have acquired and will conduct the business conducted by ISE prior to the Demutualization, and no other business.
Business of Parent. The business of the Parent is described in the Parent SEC Filings, and each material Contract to which the Parent is a party is described in the Parent SEC Filings, and a copy of each material Contract has been provided to the Company.
Business of Parent. Parent's business includes, directly or indirectly through one or more Subsidiaries, the development and sale of the products listed in Part 4.7 of the Parent Disclosure Schedule.
