Certain Changes and Conduct of Business. (a) Except as set forth on SCHEDULE 5.3(A), from and after the date of this Agreement and until the Closing Date, the Company shall, and the Stockholders shall cause the Company to, conduct its businesses solely in the ordinary course consistent with past practices and, without the prior written consent of SAG, neither the Stockholders nor the Company will, except as required or settled pursuant to the terms hereof, permit the Company to:
(i) make any material change in the conduct of its businesses and operations or enter into any transaction other than in the ordinary course of business consistent with past practices;
(ii) make any change in its Bylaws, issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter any material term of any if its outstanding securities or make any change in its outstanding shares of capital stock or other ownership interests or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
(iii) (A) incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; (B) issue any securities convertible or exchangeable for debt securities of the Company; or (C) issue any options or other rights to acquire from the Company, directly or indirectly, debt securities of the Company or any security convertible into or exchangeable for such debt securities;
(iv) make any sale, assignment, transfer, abandonment or other conveyance of any of its assets or any part thereof, except transactions pursuant to existing contracts (which will be set forth in SCHEDULE 2.15 hereto) and dispositions in the ordinary course of business consistent with past practices;
(v) subject any of its assets, or any part thereof, to any Liens or suffer such to be imposed other than such liens as may arise in are ordinary course of business consistent with past practices;
(vi) declare, set aside or pay any dividends or other distribution (whether in cash, stock, property or any combinations thereof) in respect of any shares of its capital stock or redeem, r...
Certain Changes and Conduct of Business a. From and after the date of this Agreement and until the Closing Date, DKII shall conduct its business solely in the ordinary course consistent with past practices and, in a manner consistent with all representations, warranties or covenants of DKII, and without the prior written consent of ARG will not, except as required or permitted pursuant to the terms hereof:
i. make any material change in the conduct of its businesses and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices;
ii. make any change in its Articles of Incorporation or By-laws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
iii. A. incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; or
Certain Changes and Conduct of Business. (a) From and after the date of this Agreement and until the Closing (or the earlier termination of this Agreement), the Company shall, and the Members shall cause the Company to, conduct the Company's business solely in the ordinary course consistent with past practices. Without limiting the generality of the preceding sentence, except as required or permitted pursuant to the terms hereof, the Company shall not, and the Members shall cause the Company not to:
(i) make any material change in the conduct of its business and operations or enter into any transaction other than in the ordinary course of business consistent with past practices; or terminate or amend any Contract; or enter into any new contract other than contracts described in Schedule 4.3(a)(i), in any case calling for payments to or by the Company in excess of $20,000 over the life of the contract or series of related contracts, without the prior written consent of Buyer, which may not be unreasonably withheld;
(ii) make any change in the articles of organization, operating agreement or other similar documents of the Company, issue any additional Interests or grant any option, warrant or right to acquire any Interests or issue any security convertible into or exchangeable for Interests, alter any term of any of the Interests, or make any change in other ownership interests or in the capitalization, whether by reason of a reclassification, recapitalization, exchange, distribution or otherwise;
(iii) (A) incur or assume any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any of the foregoing, (B) issue any securities convertible or exchangeable for debt securities of the Company, or (C) issue any options or other rights to acquire directly or indirectly any debt securities of the Company or any security convertible into or exchangeable for such debt securities;
(iv) make any sale, assignment, transfer, lease, abandonment or other conveyance of any of the assets of the Company or any part thereof, except transactions required pursuant to existing contracts of the Company and dispositions of inventory or worn out or obsolete equipment for fair or reasonable value in the ordinary course of business consistent with past practices;
(v) subject any of the assets of the Company, or any part thereof, to any lien, security interest, charge, interest or other encumbrance, or suffer such to be imposed other ...
Certain Changes and Conduct of Business. (a) From and after the date of this Agreement and until the Closing Date, FICF shall not, and the shareholders of FICF shall cause FICF not to, carry out any business other than maintaining its corporate existence and making any governmental filings necessary and in a manner consistent with all representations, warranties or covenants of FICF and the shareholders of FICF and shall not and shall cause FICF to not:
i. make any change in its Articles of Incorporation or Bylaws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
ii. A make any change in its Articles of Incorporation or Bylaws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
Certain Changes and Conduct of Business a. From and after the date of this Agreement and until the Closing Date, Bitmis and Xxxxxxx shall conduct their businesses solely in the ordinary course consistent with past practices and in a manner consistent with all representations, warranties or covenants contained herein, and without the prior written consent of the other party, neither Bitmis nor Xxxxxxx will, except as required or permitted pursuant to the terms hereof:
i. make any material change in the conduct of its businesses and/or operations or enter into any transaction other than in the ordinary course of business consistent with past practices;
ii. make any change in its Articles of Association or Memorandum of Association, issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
iii. A. incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof, except pursuant to transactions in the ordinary course of business consistent with past practices; or
Certain Changes and Conduct of Business. From and after the date of this Agreement and until the Closing (or the earlier termination of this Agreement), del Caribe shall, and the Stockholder shall cause del Caribe, to conduct its business solely in the ordinary course consistent with past practices. Without limiting the generality of the preceding sentence, except as required or permitted pursuant to the terms hereof, del Caribe shall not, and the Stockholder shall not permit del Caribe to do, any of the following without obtaining the consent of Buyer 1, which consent shall not be unreasonably withheld:
(a) make any change in the charter documents or bylaws of del Caribe;
(b) issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for the capital stock of del Caribe, alter any term of any of the outstanding securities of del Caribe, or make any change in the outstanding shares of capital stock or other ownership interests or in the capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
(i) issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any of the foregoing, (ii) issue any securities convertible or exchangeable for debt securities of del Caribe, or (iii) issue any options or other rights to acquire directly or indirectly any debt securities of del Caribe or any security convertible into or exchangeable for such debt securities; or
(d) commit itself to do any of the foregoing.
Certain Changes and Conduct of Business. From and after the date of this Agreement and until the Closing Date, HRMY shall not, and the Affiliate HRMY Holders shall cause HRMY not to, carry out any business other than maintaining its corporate existence and making any governmental filings necessary and in a manner consistent with all representations, warranties or covenants of HRMY and the Affiliate HRMY Holders and shall not and shall cause HRMY to not:
i. make any change in its Articles of Incorporation or Bylaws; issue any additional shares of capital stock or equity securities or grant any option, warrant or right to acquire any capital stock or equity securities or issue any security convertible into or exchangeable for its capital stock or alter in any material term of any of its outstanding securities or make any change in its outstanding shares of capital stock or its capitalization, whether by reason of a reclassification, recapitalization, stock split or combination, exchange or readjustment of shares, stock dividend or otherwise;
ii. A. incur, assume or guarantee any indebtedness for borrowed money, issue any notes, bonds, debentures or other corporate securities or grant any option, warrant or right to purchase any thereof; or
Certain Changes and Conduct of Business. From and after the date of this Agreement and until the Notes are no longer outstanding, the Company shall inform the Lenders of all material developments with respect to the Company, including without limitation (i) entering into material agreements, (ii) any issuance of debt securities or the incurrence of any other indebtedness, (iii) a change in the number of Directors of the Company and (iv) a sale, lease or transfer of any material portion of the assets of the Company. The Company shall provide the Lenders with any written information provided to the Company's Board of Directors.
Certain Changes and Conduct of Business made any material change in the conduct of its businesses or operations;
Certain Changes and Conduct of Business. Except for actions contemplated by this Agreement or disclosed on or before the Due Diligence Deadline, until the Closing, Seller:
a. will not cause or permit the Company or the JAG Subsidiaries to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, the Seller will not cause or permit the Company or the JAG Subsidiaries to declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock; and
b. shall not take any action or fail to take any action which would cause or result in any Material Adverse Effect upon the business or assets of the Company and the JAG Subsidiaries, either individually or in the aggregate.
