CERTAIN COVENANTS AND OTHER TERMS. 7.1 Conduct of Business by the Company Prior to the Effective Time.
7.1.1 Except as otherwise contemplated by this Agreement, after the date hereof and prior to the Closing Date or earlier termination of this Agreement, unless Centerprise shall otherwise agree in writing, the Company shall, and shall cause each Company Subsidiary to:
(a) in all material respects conduct the Business in the ordinary and usual course and consistent with past customs and practices;
(b) not (i) amend its Organizational Documents except as necessary to complete the Conversion, (ii) split, combine or reclassify its outstanding capital stock or (iii) declare, set aside or pay any dividend or distribution payable in cash, stock, property or otherwise except dividends or distributions which (A) are consistent with past customs and practices, (B) do not result in a Company Material Adverse Effect and (C) as set forth on Schedule 7.1.4(ii);
(c) not issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of (i) any additional shares of, or any options, warrants or rights of any kind to acquire any shares of, its capital stock or equity interests of any class, (ii) any debt with voting rights or (iii) any debt or equity securities convertible into or exchangeable for, or any rights, warrants, calls, subscriptions, or options to acquire, any such capital stock, debt with voting rights or convertible securities;
(d) not (i) incur or become contingently liable with respect to any indebtedness for borrowed money other than (A) borrowings in the ordinary course of business in a manner consistent with past customs and practices or (B) borrowings to refinance existing indebtedness on commercially reasonable terms, (ii) redeem, purchase, acquire or offer to purchase or acquire any shares of its capital stock or equity interests or any options, warrants or rights to acquire any of its capital stock or equity interests or any security convertible into or exchangeable for its capital stock or equity interests, (iii) sell, pledge, dispose of or encumber any assets or businesses other than dispositions in the ordinary course of business in a manner consistent with past customs and practices (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing;
(e) use commercially reasonable efforts to (i) preserve intact its business organizations and goodwill, (ii) keep available the services of its present officers and key employees, and (i...
CERTAIN COVENANTS AND OTHER TERMS. 32 7.1 Conduct of Business by the Company Pending the Acquisition... 32 ---------------------------------------------------------- 7.2 No-Shop...................................................... 35 ------- 7.3 Schedules.................................................... 36 --------- 7.4 Company Stockholders Meeting................................. 37 ---------------------------- 7.5 Conversion................................................... 37 ----------
CERTAIN COVENANTS AND OTHER TERMS. 26 6.1 Conduct of Business Pending the Purchase.................... 26 6.2 No - Shop................................................... 28 6.3 Schedules................................................... 29 ARTICLE VII
CERTAIN COVENANTS AND OTHER TERMS. 29 7.1 Conduct of Business by the Company Pending the Acquisition....... 29 7.2
CERTAIN COVENANTS AND OTHER TERMS. 7.1 Conduct of Business 7.2 Filings; Consents; Etc
CERTAIN COVENANTS AND OTHER TERMS. Conduct of Business by the Company Prior to the Effective Time.
CERTAIN COVENANTS AND OTHER TERMS. 33 7.1 Conduct of Business by the Seller and the Company Pending the Acquisition............... 33 7.2 No-Shop................................................................................. 35 7.3 Schedules............................................................................... 36 7.4 Company Member Meeting; Seller Member Meeting........................................... 37 7.5
CERTAIN COVENANTS AND OTHER TERMS. Conduct of Business by HCVT, the Company and Partners Prior to the Effective Time........................................................................ 34 7.2 No-Shop..................................................................... 37 7.3 Schedules................................................................... 37 7.4 Corporate Partner Stockholder Meeting; LLC Partner Member Meeting........... 38 (ii) 7.5 Pre-Closing Transactions........................................................ 39 7.5.1 Conversion to Business Corporation; LLC Partner Capitalization........... 39 7.5.2 Asset Transfer........................................................... 39 7.5.3 Retained Assets........................................................... 39
CERTAIN COVENANTS AND OTHER TERMS. I Conduct of Business by the Company Prior to the Effective Time. --------------------------------------------------------------
CERTAIN COVENANTS AND OTHER TERMS. 29 7.1 Conduct of Business by the Seller and the Company Prior to the Effective Time 29 7.2 No-Shop 31 7.3 Schedules 32 Page ---- 7.4 Company Member Meeting; Seller Member Meeting 33 7.5 Asset Transfer 33 ARTICLE VIII ADDITIONAL AGREEMENTS 34 8.1 Access to Information 34 8.2 Registration Statements 34 8.3 Expenses and Fees 36 8.4 Agreement to Cooperate 36 8.5 Public Statements 36 8.7 Centerprise Covenants. 36 8.8 Release of Guarantees 36 8.9 [Reserved] 36 8.10 Preparation and Filing of Tax Returns 37 8.11 Maintenance of Insurance 37 8.12 Administration 37 8.13 Member Representative 37 ARTICLE IX [RESERVED] 37
