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. (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:
(i) form or cause to be formed any subsidiary;
(ii) make any change in any executive management personnel;
(iii) enter into any contract of employment with, or increase the compensation paid or payable to, or enter into any new arrangements with, any of its officers, directors, employees or agents or pay or become committed to pay any of the foregoing any bonuses or other special compensation except for non-management employees in the ordinary course of business;
(iv) amend its charter or bylaws;
(v) authorize, issue or sell, repurchase, or become committed to authorize, issue or sell, or repurchase, any shares of capital stock or any rights or options to acquire capital stock except pursuant to the acceleration or exercise of rights or options previously granted by the Company;
(vi) make any single expenditure in an amount exceeding ten thousand dollars ($10,000), or expenditures which in the aggregate exceed twenty-five thousand dollars ($25,000), or agree to sell, transfer, assign or encumber, any of the Company's assets except in the ordinary course of business;
(vii) pay or declare any dividends to its shareholders; or
(viii) pay, declare or announce any capital distribution.
(b) Between the date of the Agreement and the Closing Date, the Company and the Principal Shareholder further agree to:
(i) use their reasonable best efforts to preserve intact the current business of the Company, keep available the services of the current officers, employees and agents of the Company, and maintain the relations and goodwill with customers, vendors, landlords, creditors, employees, agents and others having business relationships with the Company;
(ii) confer with Merge concerning operational matters of a material nature; and
(iii) otherwise report periodically to Merge concerning the status of the business, operations, finances and prospects of the Company.
(c) Neither the Company, the Principal Shareholder nor Merge shall tak...
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, (ii) redeem any shares of the Seller Stock or issue any capital stock or enter into any agreement which grants a right to acquire any of the Seller Stock, (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, (v) acquire or dispose of any assets, other than in the ordinary course of business, and (vi) encumber or commit to encumber any of its assets, (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 Closing Date, (viii) repay (including by way of offset) any Funded Debt except for regularly scheduled payments thereof in accordance therewith, or (ix) enter into any agreement to take any of the foregoing actions.
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. 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. Except with Buyer's prior written consent, each Company shall, and the Sellers shall cause each Company to, carry on the 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; (b) declare any dividends, nor make any distributions or payments to the Seller other than employment compensation and distributions to members; (c) redeem any Company units or stock or issue any Company Units or Stock or enter into any agreement that grants a right to acquire any of the equity of each Company; (d) increase the compensation of any employee of each Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of business; (e) loan or advance any amounts to any officer, director, Seller or employee of each Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (f) acquire or dispose of any assets, other than in the ordinary course of business; (g) encumber or commit to encumber any of its assets; (h) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Seller or each Company contained herein not to be true and correct in any material respect on and as of the Closing Date; or (i) 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:
(a) the Company shall, and the Major Sellers shall (i) cause the Company to, conduct the Business and operations of the Company in the Ordinary Course of Business, except as required by this Agreement or as otherwise approved by Buyer in writing and (ii) use commercially reasonable best efforts to preserve the present relationships between the Company and its material suppliers, distributors and customers; and (b) the Company shall not, except with the Buyer’s prior written consent:
(i) declare, make or pay any distributions or dividends on or in respect of its share capital now or hereafter outstanding or return any capital to any of the Company’s shareholders in their capacities as such, or redeem, purchase or acquire (other than pursuant to Section 6.10) any of the Company’s share capital now or hereafter outstanding, or make any other distribution or payment to the holders of share capital and/or options to purchase share capital of the Company, other than salaries (and expressly excluding any bonuses) due in the Ordinary Course of Business;
(ii) make or grant any increases in salary or other compensation or bonuses to employees or grant any employee any severance or termination pay or establish, adopt, enter into or amend any Benefit Plan (except, in each case, as required by applicable Law);
(iii) make any general adjustment in the type or hours of work of its employees (except as required by applicable Law);
(iv) enter into or amend any agreement, arrangement or transaction with any Seller or any Associate or Affiliate of the Company or of any Seller (other than agreements with respect to the Opex Loans);
(v) permit or engage in any of the actions or transactions set forth in Sections 3.7 or 3.24 (if and to the extent not otherwise covered by this Section 6.2), other than actions or transactions in connection with the Opex Loans and the Capex Loans;
(vi) acquire, exchange, lease, license or dispose of any properties or assets of the Company, other than the disposal of cash in the Ordinary Course of Business and the purchase of raw materials in the Ordinary Course of Business;
(vii) other than as contemplated by Section 6.10, issue or grant any shares of share capital, options, warrants or other securities, whether or not such are then exercisable for, convertible into or exchangeable for ...
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.
5.2.2. Except in the ordinary course of business, the Company shall not increase or decrease the rates of pay of its employees or increase or decrease the fixed compensation payable or to become payable to any officer, employee or agent, or change any contract or commitment or increase or decrease the benefits or compensation of any such officers, employees or agents; and the Company shall not pay or agree to pay any bonus or commission to any officer, employee or agent, nor make any awards under any incentive or compensation plan or program.
5.2.3. Except in the ordinary course of business, the Company shall not sell or dispose of any capital assets having a book value in the aggregate for all such capital assets in excess of $5,000.
5.2.4. Except in the ordinary course of business, the Company shall not make any capital expenditures for any single item or for all items in the aggregate having a cost in excess of $5,000 or enter into a lease of capital or other equipment providing for rentals aggregating more than $5,000 per annum for all such leases.
5.2.5. Except as is necessary, in the opinion of the Sellers and the Purchaser, to maintain the business and assets of the Company, the Company shall not enter into any contract or commitment or engage in any transaction or create any indebtedness other than those incurred in the usual and ordinary course of its business.
5.2.6. The Company will not declare or pay any dividend or make any distribution, directly or indirectly, with respect to its capital stock. The Company will not, directly or indirectly, redeem, purchase, sell or otherwise acquire or dispose of its own stock or other securities or any option or warrant to purchase its own stock or other securities.
5.2.7. The Company will not amend its Certificate of Incorporation or By-laws, make any change in its authorized capital stock, make any stock split or reclassification in respect of its outstanding shares of capital stock, issue, sell, exchange, deliver or otherwise dispose of any shares of its capital stock or other securities (including evidences of indebtedness), including, without limitation, any securities convertible into or exchangeable for, with or without consideration, such capital stock, or ...
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. 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.
