Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Company shall, and the Sellers shall cause the Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (i) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; (ii) declare any dividends, nor make any distributions or payments to the Sellers other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to the Sellers; (iii) redeem any capital stock of the Company or issue any capital stock or enter into any agreement that grants a right to acquire any of the capital stock of the Company; (iv) increase the compensation of any employee of the Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the Company; (v) loan or advance any amounts to any officer, director, the Sellers or employee of the Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (vi) acquire or dispose of any assets, other than in the ordinary course of business; (vii) encumber or commit to encumber any of its assets; (viii) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Sellers or the Company contained herein not to be true and correct on and as of the Closing Date; (ix) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (x) enter into any agreement to take any of the foregoing actions.
Carry on in Ordinary Course. (a) Between the date of this Agreement and the Closing Date, the Company will conduct and carry on its business only in the ordinary course consistent with past practices. Until such time, the Company also shall use its commercially reasonable efforts to preserve the Company’s assets, relationships, customers, clients and employees and to preserve for Merge the integrity and reputation of the Company, and shall not take any of the following actions without the prior written consent of Merge, which consent shall not be unreasonably withheld:
Carry on in Ordinary Course. Except with Buyer's prior written consent, the Seller shall, and each Stockholder shall cause the Seller to, carry on its business diligently and substantially in the same manner as heretofore conducted, and shall not (a) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment, (i) declare any dividends, nor make any distributions or payments to the Stockholders other than employment compensation to the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on or prior to Closing, (ii) redeem any shares of any Seller's capital stock or issue any capital stock or enter into any agreement which grants a right to acquire any Seller's capital stock to the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on or prior to Closing, (iii) increase the compensation of any employee of the Seller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the Seller; (iv) loan or advance any amounts to any officer, director, Stockholder or employee of the Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing, to the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on or prior to Closing, (v) acquire or dispose of any assets, other than acquisitions or dispositions in the ordinary course of business not material in amount or to the Business, and (vi) encumber or commit to encumber any of its assets to the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on or prior to Closing, (vii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of any Stockholders or the Seller contained herein not to be true and correct on and as of the Effective Date, (viii) repay (including by way of offset) any indebtedness for borrowed money except for regularly scheduled payments thereof in accordance therewith to the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on or prior to Closing, or (ix) enter into any agreement to take any of the foregoing actions.
Carry on in Ordinary Course. Except as set forth on Schedule 6.2, from the date hereof until the earlier of the Closing Date and the termination of this Agreement in accordance with its terms:
Carry on in Ordinary Course. Seller shall carry on the Business in the ordinary course of business and substantially in the same manner as heretofore, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation or make any capital expenditures or take any action other than in the ordinary course.
Carry on in Ordinary Course. Subject to Section 3.21 hereof, use commercially reasonable efforts to carry on its business in the ordinary course of business consistent with past practice and not make or institute any unusual methods of purchase, sale, lease, management, accounting or operation that would be material and adverse to Sellers' U.S. wholesale business or the Purchased Stores. Nothing in this Section 6.1 shall limit Sellers' discretion with respect to the Retained Assets or prohibit Sellers from conducting store closing clearance sales as contemplated by the Transition Services Agreement.
Carry on in Ordinary Course. From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, (a) the Company shall, and shall cause each Subsidiary to, conduct the business and operations of the Company and the Subsidiaries diligently and as heretofore conducted; and (b) the Company shall not, and the Company shall cause each Subsidiary to not, take any action which would reasonably be expected to cause the representations and warranties of the Company contained in this Agreement to be untrue at Closing. Notwithstanding the foregoing, the Company may consummate the SinoTop Acquisition prior to the Closing Date.
Carry on in Ordinary Course. 5.2.1. The Company shall carry on its business diligently and substantially in the same manner as heretofore conducted and shall not institute any unusual or novel methods of manufacture, purchase, sale, lease, management, accounting or operation.
Carry on in Ordinary Course. 3.3.1 Except with Buyer’s prior written consent, the Company shall carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (i) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; (ii) declare any dividends, nor make any distributions or payments to the Sellers other than employment compensation; (iii) redeem any capital stock of the Company or issue any capital stock or enter into any agreement that grants a right to acquire any of the capital stock of the Company; (iv) increase the compensation of any employee of the Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the Company; (v) loan or advance any amounts to any officer, director, the Sellers or employee of the Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (vi) acquire or dispose of any assets, other than in the ordinary course of business; (vii) encumber or commit to encumber any of its assets; (viii) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Founders and the Institutional Shareholders or the Company contained herein not to be true and correct on and as of the Closing Date; (ix) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (x) enter into any agreement to take any of the foregoing actions.
Carry on in Ordinary Course. Parent shall use commercially reasonable efforts to carry on its business in the usual and ordinary course (except as permitted by Section 6.5) and to preserve all of its accounting and business records, corporate records, trade secrets and proprietary information and relationships, subject to its right to continue the liquidation of its discontinued operations.
