Common use of Carry on in Ordinary Course Clause in Contracts

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 with Buyer's prior written consent, the Seller Company and the Affiliates shall, and each Stockholder the Sellers shall cause the Seller Company and the Affiliates to, carry on its business the Business diligently and substantially in the same manner as heretofore conducted, and shall not (ai) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment, (iii) except as disclosed hereunder, declare any dividends, nor make any distributions or payments to the Stockholders any Seller, other than employment compensation to at rates not materially higher than rates paid for 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 ClosingCompany's fiscal year ended January 31, 1999, (iiiii) redeem any shares of any Seller's the capital stock of the Company or of any of the Affiliates or issue any capital stock or enter into any agreement which grants a right to acquire any Seller's of the capital stock of the Company or of any of the Affiliates, except as set forth on Schedule 3.2 hereof; provided, however, that nothing herein shall prevent the Sellers from completing, prior to the extent Closing Date, certain corporate reorganization measures relating to the Company and the Affiliates described on Schedule 3.2 hereof, provided that, following such reorganization, the Buyer shall still acquire all of the issued and outstanding shares of the capital stock of the Company and provided that any such action could cause any condition set forth the Buyer shall not be adversely affected in Section 4.1 hereof not to be satisfied on or prior to Closing, consequence thereof; (iiiiv) increase the compensation of any employee of the SellerCompany or of any of the Affiliates, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the SellerCompany or of any of the Affiliates; (ivv) loan or advance any amounts to any officer, director, Stockholder stockholder or employee of the Seller Company or of any of the Affiliates 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, (vvi) acquire or dispose of any assets, other than acquisitions or dispositions in the ordinary course of business not material in amount or to the Businessbusiness, and (vivii) 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 Closingassets, (viiviii) take any action, or suffer any action to be taken, which could cause any of the representations or warranties of any Stockholders the Company, the Affiliates or the Seller Sellers 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.of

Carry on in Ordinary Course. 3.3.1 Except with Buyer's ’s prior written consent, the Seller shall, and each Stockholder Company shall cause the Seller to, carry on its business the Business diligently and substantially in the same manner as heretofore conducted, and shall not not: (ai) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment, ; (iii) declare any dividends, nor make any distributions or payments to the Stockholders Sellers 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, compensation; (iiiii) redeem any shares of any Seller's capital stock of the Company or issue any capital stock or enter into any agreement which that grants a right to acquire any Seller's of the capital stock to of 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, Company; (iiiiv) increase the compensation of any employee of the SellerCompany, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the SellerCompany; (ivv) loan or advance any amounts to any officer, director, Stockholder the Sellers or employee of the Seller Company 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, ; (vvi) 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 business; (vivii) 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, assets; (viiviii) take any action, or suffer any action to be taken, which that could cause any of the representations or warranties of any Stockholders the Founders and the Institutional Shareholders or the Seller Company contained herein not to be true and correct on and as of the Effective Closing Date, ; (viiiix) 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, therewith; or (ixx) enter into any agreement to take any of the foregoing actions. 3.3.2 Except with the Sellers’ prior written consent, from the date hereof until the Closing Buyer shall carry on its business diligently and substantially in the same manner as heretofore conducted, and shall not: (i) change its line of business or enter into any new line of business; (ii) incur any indebtedness in an amount greater, in the aggregate, than $350,000 USD, all of which shall be unsecured.

Carry on in Ordinary Course. (a) Except with Buyer's prior written consent, the Seller Company shall, and each Stockholder the Sellers shall cause the Seller Company to, carry on its business the Business diligently and substantially in the same manner as heretofore conducted, and shall not not: (ai) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment, ; (iii) declare any dividends, nor make any distributions or payments to the Stockholders 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 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, Sellers; (iiiii) redeem any shares of any Seller's capital stock of the Company or issue any capital stock or enter into any agreement which that grants a right to acquire any Seller's of the capital stock to of 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, Company; (iiiiv) increase the compensation of any employee of the SellerCompany, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of the SellerCompany; (ivv) loan or advance any amounts to any officer, director, Stockholder the Sellers or employee of the Seller Company 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, ; (vvi) 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 business; (vivii) 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, assets; (viiviii) take any action, or suffer any action to be taken, which that could cause any of the representations or warranties of any Stockholders the Sellers or the Seller Company contained herein not to be true and correct on and as of the Effective Closing Date, ; (viiiix) 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, therewith; or (ixx) enter into any agreement to take any of the foregoing actions. (b) Except with the Sellers' prior written consent, from the date hereof until the Closing Buyer shall carry on its business diligently and substantially in the same manner as heretofore conducted, and shall not: (i) change its line of business or enter into any new line of business; (ii) incur any indebtedness in an amount greater, in the aggregate, than $1.5 million, all of which shall be unsecured and, with respect to any portion of the Notes that proves to be undersecured by the collateral described in the Pledge Agreement, pari passu or subordinate to the Notes, and which indebtedness shall provide for interest only payments for the first two (2) years and amortization over the remaining three (3) years; or (iii) take any other action reasonably likely to impair Buyer's ability to effectuate its proposed initial public offering.

Carry on in Ordinary Course. Except with BuyerVSI's prior written consent, the Seller shall, and each Stockholder : (a) GRS shall cause the Seller to, carry on its business the GRS Operations diligently and substantially in the same manner as heretofore conducted, and shall not (ai) enter into institute any unusual or agree to enter into novel methods of lease, management, accounting or operation, (ii) make any extraordinary transaction, material change in the character of the business of GRS or the GRS Operations (iii) amend any contract, lease or commitment, (i) declare any dividends, nor make any distributions agreement utilized in the business of GRS 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 GRS Operations 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 agree, or advance incur any amounts obligation, 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 do 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, . (vb) acquire or dispose of any assets, other than acquisitions or dispositions Except in the ordinary course of business business, GRS shall not material in amount hire or appoint any new employee, increase or decrease the rates of pay of any employees, increase or decrease the fixed compensation payable or to become payable to any officer, employee or agent of GRS or anyone working for GRS in connection with the BusinessGRS Operations, and (vi) encumber change any contract with or commit commitment to encumber any or increase or decrease the benefits or compensation of its assets to the extent that any such action could cause officer, employee or agent, pay or agree to pay any condition set forth in Section 4.1 hereof bonus or commission to any such officer, employee or agent, or make any award under any incentive or compensation plan or program. (c) GRS shall not to be satisfied on or prior to Closingcause, (vii) take any action, permit or suffer any action to be taken, which could cause of the assets of GRS or any of the representations Acquired Assets to be subject to any lien not existing on the date hereof. (d) GRS shall not, other than in the ordinary course of business, sell or warranties dispose any Acquired Asset or any asset of GRS, make any capital expenditures or enter into a lease of capital or other equipment, or otherwise transfer, sell, lease, distribute or dispose of any Stockholders Acquired Asset or any asset of GRS. (e) GRS shall not enter into any contract or commitment or engage in any transaction except in the ordinary course of business; provided that in no event shall the consideration involved in any such contract, commitment or transaction, exceed $5,000, or exceed $50,000 in the aggregate for all such contracts, commitments or transactions. (f) Except in the ordinary course of business, GRS shall not pay, discharge or satisfy any liability or lien relating to GRS or the Seller contained herein Acquired Assets or write off as uncollectible any receivables. (g) GRS shall not cancel or compromise any debt owed to be true and correct on and as it or claim it may possess against any third person, except in the ordinary course of business, or otherwise cancel, compromise or waive any claims or rights of substantial value relating to GRS or the Effective Date, Acquired Assets. (viiih) repay (including by way of offset) GRS shall not create or incur any indebtedness for borrowed money except guarantee, indemnify or otherwise become liable for regularly scheduled payments thereof in accordance therewith any obligation of any third party pursuant to the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on terms of which GRS or prior to Closing, or (ix) enter into any agreement to take any of the foregoing actionsAcquired Assets may be bound or affected. (i) GRS shall not, with funds of or relating to GRS or the Acquired Assets or its operations, make any distributions, dividends loans, advances or extensions of credit ("Distributions") to any person or entity other than in the ordinary course of business; provided, that in no event shall such Distributions exceed $20,000 in the aggregate. (j) GRS shall maintain its insurance on all of the Acquired Assets in amounts and covering such risks substantially the same as that in effect on the date hereof, and shall not cancel, permit to lapse or terminate, or reduce the limits or the coverage of, any such insurance carried by him as of the date hereof. (k) GRS shall not change any bank account relating to GRS or the GRS Operations or any signatory thereto, make any change in persons having access to any safe deposit box relating to, or open or maintain any bank account or safe deposit box relating to GRS or the GRS Operations not set forth on Schedule 2.1(r). (l) All tangible property of GRS which relates to the GRS Operations shall be used, maintained and repaired in the usual and ordinary course. (m) GRS shall comply in all material respects with all laws, rules and regulations applicable to it; shall fully perform in all material respects all obligations under all material contracts; shall not amend any material contract; and shall not do any act, or omit to do any act, which shall cause a breach of any material commitments or obligations relating to GRS or the GRS Operations. (n) GRS shall maintain its books, accounts and records in the usual, regular and ordinary manner on a basis consistent with prior practices.

Carry on in Ordinary Course. Except From the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms: (a) except with respect to actions expressly permitted or required to be taken with respect to this Agreement, the Target shall (and shall cause its Subsidiaries to) conduct the Business and operations of the Company in a manner consistent with the past practice of the Business and shall use its commercially reasonable efforts to preserve in all material respects the present relationships between the Company and its suppliers, distributors, customers and other Persons having business relationships with it; and (b) except as set forth on Schedule 5.2(b), the Target shall not (and shall prevent its Subsidiaries from), except with the Buyer's ’s prior written consent, not to be unreasonably withheld: (i) declare, make or pay any distributions or dividends on or in respect of Target’s capital stock or make any payments to the Seller shall, Shareholders other than salaries and each Stockholder shall cause the Seller to, carry on its business diligently and substantially expense reimbursements due in the same manner as heretofore conductedOrdinary 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, and shall not adopt, enter into or amend in any material respect any Benefit Plan; (aiii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Target (other than the Merger contemplated herein); (iv) make any general adjustment in the type or hours of work of its employees; (v) enter into or agree to enter into amend any extraordinary transactionagreement, contractarrangement or transaction with any Shareholder or any Affiliate of the Target or any Shareholder; (vi) acquire, lease exchange, lease, license or commitmentdispose of any properties or assets of the Company, (i) declare any dividends, nor make any distributions or payments to the Stockholders other than employment compensation to in the extent that any such action could cause any condition set forth in Section 4.1 hereof not to be satisfied on Ordinary Course of Business; (vii) issue or prior to Closing, (ii) redeem grant any shares of any Seller's capital stock, options, warrants or other securities (other than shares of Company Common Stock issued upon the exercise of currently outstanding Company Options and Company Warrants), whether or not such are then exercisable for, convertible into or exchangeable for shares of capital stock or issue such other securities, or affect any capital reclassification, recapitalization, stock split or combination, exchange or readjustment of shares; (viii) amend or repeal any of the Target Organizational Documents; (ix) incur any accounts payable except in the Ordinary Course of Business; (x) incur any Company Indebtedness except in the Ordinary Course of Business, none of which exceed $50,000 individually and the aggregate of which do not exceed $200,000; (xi) grant, or permit any of its assets or properties including any Company Intellectual Property to become subject to, any Lien (other than Permitted Liens); (xii) terminate or amend any agreement set forth on Schedule 3.8 in a manner which is adverse to the Company in any material respect, either individually or in the aggregate, or enter into any agreement which grants a right or arrangement that would, if in effect as of the date hereof, otherwise be required to acquire any Seller's capital stock to the extent that any such action could cause any condition be set forth in Section 4.1 hereof not to be satisfied on such Schedule 3.8; (xiii) discount, collect or prior to Closing, (iii) increase the compensation of write-off any employee of the Selleraccounts or notes receivables, other than ordinary in the Ordinary Course of Business; (xiv) waive any statute of limitations in respect of Taxes or execute or file with any Governmental Authority any agreement extending the period of assessment or collection of any Taxes; (xv) change any method of accounting for Tax purposes, except as required by changes in applicable Laws or accounting rules; (xvi) make or amend any elections for Tax purposes; (xvii) adopt a taxable year other than the calendar year-end increases or ; (xviii) enter into any severance “closing agreement,” as described in Code Section 7121 (or any corresponding provision of state, local or foreign Tax Law); (xix) make any payments, become obligated to make any payments, or become a party to any plan, program or agreement that could obligate any of them to make any payments, separately or employment agreement with any employee of in the Selleraggregate, that would (I) not be fully deductible under Code Section 280G or; (ivII) loan constitute a nonqualified deferred compensation plan subject to Code Section 409A; (xx) permit, whether by action or advance any amounts inaction, the Company’s rights to any officerCompany Intellectual Property to lapse, directorterminate, Stockholder go abandoned, or employee of the Seller otherwise cease to exist; (xxi) settle or enter into compromise any agreement with any of the foregoing pending or threatened legal proceeding or any person related to any claim or claims for, or that would result in a loss of revenue of, an amount that could, individually or in the foregoingaggregate, to the extent that any such action could cause any condition set forth in Section 4.1 hereof not reasonably be expected to be satisfied on or prior to Closing, (v) acquire or dispose of any assetsgreater than $50,000, other than acquisitions any settlement which does not impose any obligations, including the payment of any sum of money, on the Company, the Buyer or dispositions in the ordinary course of business not material in amount Surviving Corporation on or subsequent to the BusinessClosing Date; (xxii) make any amendments, and (vi) encumber modifications or commit to encumber any of its assets alterations in anyway 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, Real Property Leases without Buyer’s consent; or (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 (ixxxiii) enter into any agreement or arrangement to take any of the foregoing actions.