Carrying on of business Sample Clauses
Carrying on of business. Subject to clause 5.2, clause 5.4, clause 5.5 and clause 5.6, between the date of this agreement and the earlier of Completion and termination of this agreement, the Seller must:
(a) ensure that the business of the Target Entities is conducted materially in the ordinary course and substantially consistent with past practice including in relation to the manner in which coal stock inventory is managed (and having regard to their obligations under law, and practices generally undertaken and observed by open-cut coal mine operators in the Queensland coal industry);
(b) procure that no Target Entity:
(1) buys back any of its shares;
(2) issues any shares, options or securities that are convertible into shares in that Target Entity;
(3) sells, leases, subleases or otherwise disposes of or agrees to dispose of or creates or agrees to create or permits to exist any Encumbrance over any material asset of a Target Entity (including any such asset required for the conduct of the Business or the operation of the Mine but excluding any residential property in the Blackwater region), other than in the ordinary course of business (and the ordinary course of business includes where an asset has reached its useful life, is being replaced or is part of a capital project);
(4) in respect of the Tenements:
(A) takes steps to surrender, cancel or transfer any Tenement (other than to the extent that the relevant part of the Tenement is required by the Mineral Resources Act 1989 (Qld) to be relinquished or surrendered);
(B) assigns, transfers, Encumbers, declares itself a trustee of or otherwise deals with or disposes of a Tenement; or
(C) fails to renew a Tenement or allows any to lapse;
(5) enters into any joint venture, partnership, unincorporated association, alliance or similar arrangement with any person;
(6) enters into any abnormal or unusual transaction which materially adversely affects the Business or a Target Entity;
(7) enters into, amends or terminates a contract or commitment that will result in aggregate receipts or expenditure in excess of $30,000,000 in any calendar year, other than for any coal sale or marketing agreement, Material Contract, Replacement Coal Handling Agreement, Replacement Mining Services Contract, Enterprise Agreement or Plan of Operations;
(8) enters into an agreement that contains an obligation on a Target Entity that materially limits or purports to materially limit the ability of the Target Entity to compete in any line of business or in ...
Carrying on of business. Between the date of this deed and the earlier of Completion and termination of this deed, the Seller must use reasonable endeavours to ensure that:
(a) the Business is conducted materially in the ordinary course;
(b) the Seller pays all amounts due under the Xxxxx Shoal JOA in relation to the Xxxxx Shoal Interests held by it;
(c) no Encumbrances are created over any of the Xxxxx Shoal Interests;
(d) no amendments or variations are made to the Xxxxx Shoal JOA; and
(e) other than in accordance with, or as provided for in, the Programme or the Budget applicable as at the date of this deed (Current Programme and Current Budget) without the prior written consent of the Buyer, which consent shall not be unreasonably withheld or delayed, the Seller will not give its consent or approval under the Xxxxx Shoal JOA, and will ensure that its representative on the Operating Committee does not consent or approve at any meeting of the Operating Committee, to:
(1) the Operator acquiring or agreeing to acquire an asset of the Joint Operations for a price greater than A$250,000;
(2) the Operator disposing or agreeing to dispose of an asset of the Joint Operations having a written down value of greater than A$250,000;
(3) the Operator creating an Encumbrance over any of the assets of the Joint Operations with a written down value in excess A$250,000;
(4) the Operator entering into a contract or arrangement in respect of the Joint Operations requiring the payment of more than A$250,000 in any 12 month period;
(5) any material amendment of the Current Programme or the Current Budget;
(6) any transfer, assignment, farm-out or sole risk operations under the Xxxxx Shoal JOA; or
(7) the conduct of the Joint Operations in a way that is not materially contemplated by the Xxxxx Shoal JOA, the current Programme or the current Budget.
Carrying on of business. The Seller shall cause that between the date of execution of this Agreement and the Completion Date:
10 (a) the Company informs and consults with the Buyer on all material matters relating to the conduct of the business of the Company and will procure that such business is conducted in a diligent and ordinary and usual manner. In particular, but without prejudice to the generality of the foregoing, the Seller will procure that the Company consults with the Buyer before the Company:
(i) approves any new or varied programme and budget of operations;
(ii) approves any drilling operations which are not at the date of this Agreement approved or identified in an approved programme and budget;
(iii) approves any other matter likely to affect in any material respect the nature or extent of expenditure obligations of the Company;
(iv) in any other respect, exercises any voting right under any Joint Venture Contract;
Carrying on of business. BAGL Group
(a) Subject to clause 4.2, between the date of this Agreement and the earlier of Completion and termination of this Agreement, Boral and the Boral Seller must ensure that the business of the BAGL Group is conducted materially in the ordinary course in accordance with past practice and, in particular, that no BAGL Group Member:
(i) issues any shares, debentures, convertible notes, options or other securities that are convertible into shares or debentures, or other equity or debt securities in that BAGL Group Member (Securities);
(ii) varies any rights attaching to or the class of any issued Securities or redeems, buys-back or cancels any issued Securities;
(iii) distributes or returns any capital to its members (other than to another BAGL Group Member);
(iv) declares or pays any dividends or declares or makes any other distributions in kind or in cash (other than to another BAGL Group Member);
(v) alters its constitution or equivalent documents;
(vi) ceases or makes any material change to the Business;
(vii) acquires any business or shares or other equity securities in any entity;
(viii) disposes any business or shares or other equity securities in any entity;
(ix) enters into any new business, including the establishment of any business in a jurisdiction in which the BAGL Group or the BGA Group does not have existing operations at the date of this agreement;
(x) establishes any new Subsidiary or enters into any partnership, joint venture or profit or revenue sharing arrangement with any entity;
(xi) enters into an agreement to or otherwise merges or amalgamates any BAGL Group Member with any other entity;
(xii) makes an application or commences any proceedings or takes any other steps for the winding up, dissolution or appointment of an administrator to any BAGL Group Member or enters into an arrangement, compromise or composition for the benefit of that BAGL Group Member’s creditors, a class or them or any of them;
(xiii) enters into, materially varies or terminates any agreement or arrangement involving:
(A) consideration to or from a BAGL Group Member of more than A$10 million in relation to a customer/supplier arrangement;
(B) subject to clause 4.1(a)(xiii)(A), consideration to or from a BAGL Group Member of more than A$1 million
(C) transactions that are not on bona fide arms’ length terms or otherwise outside the ordinary course of business;
(D) any non-compete undertakings, exclusivity provisions or similar restrictive covenants;
(E) any ...
Carrying on of business. (a) (Subject to clause 6.2, between the date of this agreement and the earlier of Completion and termination of this agreement, the Sellers must, unless the Buyer otherwise agrees, ensure that the business of the Company is conducted materially in the ordinary course and, in particular, that the Company does not:
(1) distribute or return any capital to its members;
(2) buy back any of its shares;
(3) pay any dividends or make any other distributions of its profits other than the Permitted Dividend and the Permitted Distribution;
(4) issue any shares, options, income or capital rights or securities that are convertible into shares, options or income or capital rights in the Company;
(5) incur any indebtedness other than in the ordinary course of business as conducted prior to the date of this agreement;
(6) enter into any new employment arrangements or alter any existing employment compensation arrangements other than as expressly contemplated by this agreement or any Transaction Document; or
(7) alter its constitution.
Carrying on of business. Subject to clause 5.2, between the date of this agreement and the earlier of Completion and termination of this agreement, the Warrantor must use all reasonable endeavours to ensure that, other than with the consent of the Buyer, the business of the Ingeus Group is conducted in the ordinary course and, in particular without limiting the foregoing, that no Target Entity:
(a) distributes or returns any capital to its members;
(b) buys back any of its shares;
(c) issues any shares, options or securities that are convertible into shares in that Target Entity;
(d) alters its constitution;
(e) acquires or disposes of, or grants any Encumbrance over, any assets in an amount or for a value exceeding £50,000;
(f) bids for, enters into, modifies or agrees to terminate any contract which is of material importance to the business, profits or assets of any of the Target Entities or of a value in excess of £100,000 or which is otherwise entered into outside the ordinary course of the business of the Target Entities;
(g) incurs, undertakes or commits to any item of capital expenditure in an amount exceeding £250,000 or any item of capital expenditure which alone or in aggregate with all other items of capital expenditure incurred, undertaken or committed to after the date of this agreement exceeds £250,000;
(h) incurs any financial indebtedness (other than under the UK Loan Facility or ROW Loan Facility); or
(i) engages any new employees, or varies the employment terms of existing employees, where such engagement or variation would have the effect of increasing the total expenditure of the Ingeus Group on salary and wages by more than £150,000 per annum in aggregate.
Carrying on of business. Subject to clause 3.2, between the date of this agreement and Completion, the Seller must use reasonable endeavours to ensure that the business of the Target Entities is conducted materially in the ordinary course.
Carrying on of business. At all times while the Warrants are outstanding, the Corporation will maintain its corporate existence and carry on and conduct its business in a proper and business-like manner and cause to be kept the proper books of account in accordance with generally accepted accounting practices.
Carrying on of business. Subject to clause 6.2, prior to Completion the Seller must ensure that the Business is conducted in the ordinary course of business and on commercial terms and must, subject to obtaining the Purchaser's prior written consent (not to be unreasonably withheld or delayed):
(a) ensure that no member of the Company Group incurs any commitment or liability except in the ordinary course of business;
(b) ensure that no member of the Company Group enters into, varies or terminates any contract or commitment if such action would be likely to have a material adverse effect on the operations or value of the Business or in any case where such contract or commitment has a value of $1,000,000 (other than inventory purchased in the ordinary course of the business), has long term or onerous provisions or has change of control provisions.
(c) promptly notify the Purchaser of any abnormal or unusual events with respect to the Business or the occurrence of any event outside the ordinary course of business of which it becomes aware;
(d) take all reasonable steps to preserve the Business, the Assets and the goodwill of each member of the Company Group, including preserving its current business relationships;
(e) not (and procure that each member of the Company Group does not):
(i) amalgamate, merge or consolidate any member of the Company Group with any other entity;
(ii) issue any Securities in any member of the Company Group;
(iii) acquire or dispose of, or grant any option or right of pre-emption in respect of, any shares in any member of the Company Group or any other company;
(f) not (and procure that each member of the Company Group does not) enter into any joint venture or partnership with any person;
(g) not (and procure that each member of the Company Group does not) acquire or dispose of:
(i) any business or asset (other than stock in the ordinary course of business) having a value in excess of $150,000; or
(ii) the whole or any substantial part of the undertaking, assets or business of any member company, firm or other person;
(h) not (and procure that each member of the Company Group does not) incur any expenditure exceeding $150,000 on capital account or remove any physical assets exceeding $10,000 from any of the Premises (other than stock in the ordinary course of business);
(i) not (and procure that each member of the Company Group does not) borrow any money or accept any financial facility or make any payments out of, or drawings on, its bank accounts (except r...
Carrying on of business. For 6 months after the Purchase Date, the Seller must (at the cost of the Seller) use its best endeavours to make available to the Buyer the information necessary to acquaint the Buyer with the manner in which the Business was conducted in the 3 calendar years preceding the Purchase Date.