Certain Agreements of the Parties. Section 4.1. Conduct of Business of the Company. Except as set forth in the Company Disclosure Letter, from the date of this Agreement until the earlier of the Initial Closing or the termination of this Agreement, unless the prior written consent of the Purchaser shall have been obtained, and except as otherwise contemplated by this Agreement, the Company will conduct, and will cause each of its Subsidiaries to conduct, its operations according to its ordinary and usual course of business consistent with past practice and shall use all reasonable efforts to preserve intact its current business organizations, keep available the service of its current senior officers and key employees, maintain its material permits and contracts and preserve its relationships with customers, suppliers and others having material business dealings with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as set forth in the Company Disclosure Letter, the Company will not, without the prior written consent of the Purchaser:
Certain Agreements of the Parties. 33 Section 4.1. Conduct of Business of the Company.......................33 Section 4.2. Approvals, Etc...........................................35 Section 4.3. Access; Non-Solicitation.................................36 Section 4.4. Existing Rights..........................................38 Section 4.5. Proxy Statement; Shareholders' Meeting...................38 Section 4.6. Publicity................................................39 Section 4.7. Warehouse Facilities.....................................39 Section 4.8. NYSE Waiver..............................................39 Section 4.9. Recapitalization; Rights Offering........................39 Section 4.10. Material Developments....................................40 Section 4.11. New Option Plan; Other Employee Arrangements.............40 Section 4.12. Board of Directors.......................................40 Section 4.13. Indemnification and Insurance............................41
Certain Agreements of the Parties. 30 7.1. Payment of Transfer Taxes and Other Charges. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 7.2. Confidentiality Covenant of the Buyer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 7.3. Operation of Business and Related Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30 7.4.
Certain Agreements of the Parties. Section 3.1. Conduct of Business of the Company. Except as set forth in Schedule 3.1, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, unless the prior written consent of the Purchaser shall have been obtained, and except as otherwise contemplated by this Agreement, the Company will conduct its operations according to its ordinary and usual course of business consistent with past practice and shall use all reasonable efforts to preserve intact its current business organizations, keep available the service of its current officers and employees, maintain its material permits and contracts and preserve its relationships with customers, suppliers and others having business dealings with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or as set forth in Schedule 3.1, the Company will not, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld):
Certain Agreements of the Parties a. Within one (1) business day of the execution of this Agreement by all parties, XRG agrees to forward via wire transfer, to an account designated by HTI, the sum of $170,000. HTI agrees to utilize the proceeds of this $170,000 initial funding to bring debt service current on all obligations due to United Bank, on terms satisfactory to United Bank on which XRG is an obligor or guarantor and to satisfy other trade and accounts payable of HTI. HTI agrees that all proceeds from this $170,000 will be used to satisfy bona fide obligations of HTI.
Certain Agreements of the Parties. SECTION 6.1 Furnishing of Information. As long as an Investor owns at least 75% of the Shares originally purchased by it pursuant to this Agreement, the Company covenants to timely file (or obtain extensions in respect thereof) all reports required to be filed by the Company after the date hereof pursuant to Section 13(a) or 15(d) of the Exchange Act and to promptly furnish such Investor with true and complete copies of all such filings. If the Company is not at the time required to file reports pursuant to such sections, it will prepare and furnish to such Investor annual and quarterly reports comparable to those required by Section 13(a) or 15(d) of the Exchange Act in the time period that such filings would have been required to have been made under the Exchange Act.
Certain Agreements of the Parties. 8.1. Conduct of Seller Prior to Closing. Seller covenants and agrees that, through the period prior to Closing: (i) the Assets, including without limitation each Facility, shall be operated in the ordinary course of business and in a manner consistent with Seller's past practice, and Seller will use its best efforts to maintain existing levels of occupancy and payor mix at each Facility; (ii) no sale, disposition, removal, or encumbrance of any furniture, fixtures, or equipment located at the Premises, outside of the ordinary course of business, shall
Certain Agreements of the Parties. 3.1 Each party acknowledges that if Counterparty (i) shall owe CSNY any amount pursuant to Section 12.7 or 12.9 of the Definitions (except in the event of a Nationalization, a Merger Event in which the merger consideration to be paid to holders of Shares consists solely of cash, or an Insolvency) or pursuant to Section 6 of the Agreement, or (ii) shall incur any costs in connection with this Section 3 or Annex A hereof (in either case, a "Payment Obligation"), Counterparty may elect to satisfy such Payment Obligation by delivering to CSNY Shares (or, in the case of a Merger Event, any other property included in the merger consideration to be paid to holders of Shares ("Alternate Termination Property")), provided that in the case of a Merger Event in which such merger consideration consists in part of cash, Counterparty shall deliver to CSNY as part of the Alternate Termination Property an amount of cash that represents a percentage of the total Value (defined below) of the Alternate Termination Property delivered to CSNY pursuant to this paragraph at least equal to the percentage that the cash portion of the merger consideration received by a holder of one Share represents of the total Value (as determined by the Calculation Agent) of the merger consideration received by a holder of one Share, assuming for purposes of this calculation that such holder elected to receive the maximum possible amount of cash as consideration in such Merger Event) in lieu of all or any portion of the cash otherwise deliverable. Such election by Counterparty shall be made by Counterparty and communicated to CSNY on (or before) either the Merger Date, the Tender Offer Date or the date of the occurrence of the Insolvency, Delisting or the Early Termination Date (as the case might be). If Counterparty fails to communicate such election to CSNY by that time it shall be deemed that Counterparty did not make such election and the terms of Section 12.7 or 12.9 of the Definitions or of Section 6 of the Agreement, as the case might be, will apply. For purposes of this paragraph, "
Certain Agreements of the Parties. 30 7.1. Payment of Transfer Taxes and Other Charges.................................................... 30 7.2. Operation of Business, Related Matters......................................................... 30 7.3.
Certain Agreements of the Parties. 8.1 Conduct of Seller Prior to Closing. Seller covenants and agrees that, through the period prior to Closing: (i) the Assets, including without limitation each Facility, shall be operated in the ordinary course of business and in a manner consistent with Seller's past practice, and Seller will use its best efforts to maintain existing levels of occupancy at each Facility; (ii) no sale, disposition, removal, or encumbrance of any furniture, fixtures, or equipment located at the Premises, outside of the ordinary course of business, shall be made without the written approval of Purchaser; (iii) except in accordance with established practice and rates of increase, Seller shall not pay or obligate itself to pay any bonus, pension, retirement, insurance, death, or other form of incentive or special compensation to any employee, agent, partner, or shareholder, or make any increase in rates of pay of any employees, agents, partners, or shareholders without the written approval of Purchaser; (iv) except for closing expenses contemplated by this Agreement as Seller's obligation at Closing, no contract, agreement, lease, or other obligation providing for the contract, agreement, lease, or other obligation providing for the payment of consideration or the occurrence of indebtedness of more than Five Thousand Dollars ($5,000) in any one instance, Ten Thousand Dollars ($10,000) in the aggregate, shall be executed, entered into, or made by Seller in connection with the operation of the Assets, without the written approval of Purchaser; (v) no increase shall be made in the usual rates charged to tenants or patients at the Facility without the written approval of Purchaser; (vi) Seller will replace the Inventory used in the operation of the Facility as and when required in the ordinary course of business and the quantity and quality of the Inventory at Closing shall be substantially the same as exists on the Effective Date; (vii) no order for equipment, machinery, furniture, furnishings, or accessories which was placed by Seller prior to the Effective Date shall be canceled by Seller after the Effective Date without the written approval of Purchaser; (viii) as soon as possible, but not less than twenty-four (24) hours, prior to the submission of any plan of correction to any state licensure authorities, Seller shall submit a copy thereof to Purchaser; (ix) Seller shall use its best efforts to preserve the business operation of each Facility and to preserve for Purchaser t...
