Common use of Carry on in Ordinary Course Clause in Contracts

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 take any action that could reasonably be expected to adversely affect its ability to perform this Agreement. (d) The Principal Shareholder will not transfer, pledge or otherwise dispose of any of his Shares owned on the date hereof. (e) The Company will not make a voluntary bankruptcy filing, an assignment for the benefit of creditors or take any other similar action.

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 ’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 ’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 take any action that could reasonably be expected to adversely affect its ability to perform this Agreement. (d) The Principal Shareholder will not transfer, pledge or otherwise dispose of any of his Shares owned on the date hereof. (e) The Company will not make a voluntary bankruptcy filing, an assignment for the benefit of creditors or take any other similar action.

Carry on in Ordinary Course. Except with Buyer's prior written consent, the Company shall, and the Seller shall cause the Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (a) Between 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 date of this Agreement Seller other than employment compensation and the Closing Date, pass-through distributions by the Company will conduct in respect of federal and carry state taxes on its business only in the ordinary course consistent with past practices. Until such time, income of the Company also shall use its commercially reasonable efforts attributable to preserve the Seller; (c) 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's assets, relationships, customers, clients and employees and to preserve for Merge ; (d) increase the integrity and reputation compensation of any employee 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, other than ordinary year-end increases or enter into any new arrangements withseverance agreement or employment agreement with any employee of the Company; (e) loan or advance any amounts to any officer, director, the Seller or employee of the Company or enter into any of its officers, directors, employees or agents or pay or become committed to pay agreement with any of the foregoing or any bonuses person related to any of the foregoing; (f) acquire or dispose of any assets, other special compensation except for non-management employees than in the ordinary course of business; ; (ivg) amend encumber or commit to encumber any of its charter or bylaws; assets; (vh) authorize, issue or sell, repurchasetake any action, or become committed suffer any action to authorizebe taken, 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, that could cause any of the Company's assets except in the ordinary course of business; (vii) pay representations or declare any dividends to its shareholders; or (viii) pay, declare or announce any capital distribution. (b) Between the date warranties of the Agreement Seller or the Company contained herein not to be true and correct on and as of the Closing Date, the Company and the Principal Shareholder further agree to: ; (i) use their reasonable best efforts repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (j) enter into any agreement to preserve intact the current business take any 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 Companyforegoing actions. (c) Neither the Company, the Principal Shareholder nor Merge shall take any action that could reasonably be expected to adversely affect its ability to perform this Agreement. (d) The Principal Shareholder will not transfer, pledge or otherwise dispose of any of his Shares owned on the date hereof. (e) The Company will not make a voluntary bankruptcy filing, an assignment for the benefit of creditors or take any other similar action.