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. The Seller shall cause that between the date of execution of this Agreement and the Completion Date:
(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;
(b) the Company does not acquire or dispose of any Asset, other than acquisitions or disposals of Petroleum, stocks or receivables in the ordinary course of business without the prior written consent of the Buyer;
(c) the Company does not create any Encumbrances over any of the Assets without the prior written consent of the Buyer;
(d) the Company pays when due all cash calls under the Joint Venture Contracts;
(e) the Company does not vary the terms of sale of its share of Petroleum derived from the Assets pursuant to the Sale Contracts;
(f) without the prior written approval of the Buyer (which approval shall not be unreasonably withheld), the Company will not:-
(i) give notice of or otherwise institute in any sole risk or non-consent operation;
(ii) farm-out the Assets;
(iii) surrender or relinquish of any part of the Assets; or
(iv) execute any instrument amending, waiving or cancelling any provision of the Joint Venture Contracts;
(g) the Company provides to the Buyer copies of all material notices issued by the Operator in respect of the Assets;
(h) the Company does not issue any shares, options or securities which are convertible into shares in the Company;
(i) the Company does not engage any employees;
(j) the Company does not alter its memorandum or Articles of Association without the prior written consent of the Buyer;
(k) the Company does not incur any liabilities, enter into any contract or commitment or engage in any activity other than in the ordinary course of business; and
(l) the business of the Company is conducted so as to comply in all m...
Carrying on of business. (a) Before Completion the Seller and the State will ensure that, except as expressly contemplated by this agreement, the Company carries on the Business (including payment of its debts as and when they fall due) in the ordinary and normal course so as to preserve the value of the assets, financial and trading position of the Business.
(b) The Seller and the State must also ensure that before Completion unless the Buyers consent (or fail to object) in accordance with clause 13.2 or as otherwise contemplated by this agreement:
(1) the Company does not enter into any contractual commitment requiring the Company to pay:
(A) more than $1,000,000 (or commitments with a particular person where the aggregate value of those commitments is more than $1,000,000); or
(B) more than $200,000 per annum in any period more than 5 years from the Completion Date, except as otherwise disclosed in the Disclosures;
(2) the Company does not issue any shares, options or securities which are convertible into shares in the Company, other than in accordance with this agreement;
(3) the Company does not dispose of, or agree to dispose of or grant an option to purchase, any material asset of the Company or the Business, or any interest in such asset except pursuant to the Asset Sale Agreement;
(4) the Company does not engage any new employee with an annual remuneration package in excess of $100,000, (and, except in the ordinary course of business) terminate any of the Employees or change the terms of employment (including remuneration) of any of the Employees;
(5) the Company manages the working capital requirements and any liabilities of the Company in the ordinary course of business (with both the Seller and the Buyers having the right to have their respective representatives observe management in carrying out such activities);
(6) the Company does not incur any expenditure or make any payment in excess of $1,000,000;
(7) the Company does not incur any indebtedness except pursuant to the Company's overdraft facilities or with TCV in the ordinary course of business;
(8) the Company does not declare or pay any dividend or make any distribution of profits or capital;
(9) the Company does not grant any mortgage or floating charge; and
(10) the Company does not acquire any assets outside the ordinary course of business or acquire any Equity Security.
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.
Carrying on of business. The Seller shall cause that between the date of execution of this Agreement and the Completion Date:
(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
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. 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. 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. The Sellers shall between the date of this Agreement and Completion:
5.1.1 hold and administer the Sale Assets with due regard to the interests of the Buyers under this Agreement;
5.1.2 conduct their affairs in respect of the Sale Assets in a prudent, businesslike and usual manner in accordance with all laws and regulations;
5.1.3 duly and punctually perform, or cause to be performed, the obligations of:
(a) the holder of the Permits;
(b) the holder of the Sale Assets; and
(c) each of the Commercial Contracts;
5.1.4 use their best endeavours to do all things necessary on their part to maintain in effect and good standing the Permits;
5.1.5 use their best endeavours to do all things necessary to maintain the Sale Assets;
5.1.6 consult with the Buyers regarding the exercise of any voting entitlements under any of the Joint Venture Operating Agreements and exercise such voting entitlements in respect of the Sale Assets in accordance with the reasonable directions of the Buyers;
5.1.7 other than in emergency situations where the Sellers reasonably believe that such action is necessary, punctually inform and consult with the Buyers and obtain the prior written consent of the Buyers on all matters relating to the operation of the Sale Assets involving expenditure or liability in excess of $40,000 and, regardless of the level of expenditure or liability, the Sellers must obtain the Buyers' written consent before they:
(a) approve any new work programme and budget of operations (including any authorities for expenditure);
(b) approve any drilling operations which are not at the date of this Agreement approved or identified in an approved work programme and budget (including any authority for expenditure);
(c) enter into any new agreement or vary any existing agreement in relation to or affecting any Sale Asset;
(d) give notice of, or otherwise institute, any sole risk operation;
(e) farm-out any Sale Asset; or
(f) (f) surrender or relinquish any part of the Sale Assets (subject to any requirement pursuant to the Petroleum Legislation);
5.1.8 not dispose of any Sale Assets other than disposals of Petroleum, or receivables in the ordinary course of business, without first obtaining the Buyers' written consent;
5.1.9 not create or cause any Affiliate to create any Encumbrance over any of the Sale Assets without first obtaining the Buyers' written consent;
5.1.10 provide to the Buyers copies of all significant Information in respect of the Sale Assets during that time...
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;
