Company Conduct. The Company agrees that there will be no discrimination, intimidation, interference, or coercion exercised or practised by the Company, or its representatives, with respect to any employee because of participating in SPEA or the employee exercising of any rights established by the Collective Agreement or the Canada Labour Code.
Company Conduct. Except as set forth in Schedule 4.1, during the --------------- period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing) to carry on its business in the usual, regular and ordinary course in materially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due. The Company agrees, to the extent consistent with the business of the Company, to use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting or likely to adversely affect the Company or its business, business prospects, assets, operation or condition (financial or other). Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
(i) Enter into any commitment, activity or transaction not in the ordinary course of business;
(ii) Transfer to any person or entity any rights to any Technology or IP Rights (other than pursuant to ordinary course end-user licenses);
(iii) Enter into or amend any material agreements pursuant to which any other party is granted manufacturing, marketing, distribution or similar rights of any type or scope with respect to any products of the Company, except in the ordinary course of business;
(iv) Amend or otherwise modify (or agree to do so), except in the ordinary course of business, or violate the terms of, any of the agreements set forth or described in the Company Schedules;
(v) Commence any litigation;
(vi) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, other than dividends presently required to be paid in April, 1999 on its Series A Preferred Stock as described in Schedule 4.1, or split,...
Company Conduct. Seller shall have taken all steps reasonably under its control to cause the Company to execute and deliver to Purchaser the Amended License Agreement.
Company Conduct. Notwithstanding anything to the contrary in Section 5.1 or Section 5.1.1, neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, do any of the actions set forth in Section 5.1.2 of the Company’s Disclosure Letter without the prior written consent of Buyer, except for such actions as are expressly contemplated by contracts or other items set forth expressly in sections of the Company’s Disclosure Letter other than Section 5.1.2.
Company Conduct. (a) Subject to the decisions permitted to be taken by the Shareholder Committee and the Reserved Matters Decision Committee, each Party undertakes to procure that all decisions made by or on behalf of the Company or any of its subsidiaries which are material to the Group as a whole are approved either (i) at a properly convened meeting of the Board of Directors or (ii) in the absence of a meeting, by a resolution in writing signed by or otherwise approved in writing by all of the Directors (or as otherwise permitted by applicable law at the relevant time), and shall ensure that the delegation of any material matter to any committee of the Board shall only be approved with the prior consent of the requisite majority of a quorate meeting of the Board of Directors.
(b) Each Party further covenants with each other (and shall cause the members of the Board of Directors, subject to their fiduciary duties to ensure that) that so long as this Agreement remains in force and effect, the Company will:
(i) promptly notify the others of any matters of which it becomes aware which may materially affect the Group;
(ii) take all steps reasonably available to it to ensure that any meeting of the Board of Directors or any Shareholder meeting has the necessary quorum; and
(iii) save for matters where time is of the essence (other than at all times subject to matters relating to Non-Delegable Matters or Shareholders Reserved Matters), ensure that all matters to be raised at meetings of the Board of Directors shall be communicated to and discussed by the Shareholders’ Committee prior to such meeting of the Board of Directors;
(iv) procure the Company and its subsidiaries to keep proper and up to date accounting and financial, tax and legal books and records in relation to its business and affairs and shall further procure that, to the extent permitted under the applicable legislation: (A) the BBVA Shareholder be provided with information, documents and records of a standard to enable the BBVA Group to comply with its legal, accounting and regulatory obligations (including to comply with SEC reporting obligations or Spanish regulatory reporting requirements) and (B) such information, documents and records (during normal business hours) be available for inspection by the BBVA Shareholder and/or Dogus Shareholders (or by any Person authorized by them); and
(v) procure the Company and its subsidiaries to operate its business and affairs so as to comply with all applicable laws, in...
Company Conduct. 7.6.1. Sandoz promotes the societal and environmental values of the United Nations Global Compact to its external suppliers and uses its influence where possible to encourage their adoption. Sandoz expects suppliers with whom it works to comply with the law and to adhere to ethical business practices set out in the Novartis Supplier Code. The Company shall: (a) comply with the Novartis Supplier Code (and any published updates) which can be viewed and downloaded from hxxxx://xxx.xxxxxxxx.xxx/xxxxx-us/corporate-responsibility/resources-news/codes-policies-guidelines (you may request a copy free of charge from Novartis); (b) allow Sandoz (or its nominated Third Party experts) adequate access for the purposes of auditing compliance with these standards and provide information and documentation on reasonable request to Sandoz and its Affiliates to allow Sandoz and its Affiliates to verify compliance with the Novartis Supplier Code in the form requested; (c) to rectify identified non-compliances with the Novartis Supplier Code (where capable of remedy) and report remediation progress to Novartis on request; and (d) ensure that where the Company’s Affiliates and/or permitted Third Party subcontractors/agents of the Company, which have been pre-approved by Sandoz, that such Affiliates and/or Third Party subcontractors/agents also comply with the above requirements relating to the Novartis Supplier Code.
7.6.2. The Company shall train any representative who is involved with the performance of services to Sandoz on anti-corruption and anti-bribery at its own expense. Such training shall include the provisions of the applicable anti-corruption and anti-bribery laws and the standards set out in the Novartis Global Anti-Bribery Policy. [*] designates portions of this document have been omitted pursuant to a request for confidential treatment filed separately with the Commission. Confidential treatment has been required with respect to this omitted information.
7.6.3. The Company acknowledges and agrees that the Novartis Supplier Code forms an integral part of this Agreement and understands that failure to adhere to these standards and/or obstructing/refusing Sandoz’s audit rights as stated in the Novartis Supplier Code shall constitute a material breach of this Agreement and entitle Novartis to immediately terminate the Agreement by written notice without compensation.
Company Conduct. Company agrees to comply with the NeoGrid Antitrust Policy and all Laws applicable to Company's use of the NeoGrid Exchange. Company specifically agrees not to use the NeoGrid Exchange in furtherance of any anti-competitive or collusive activity, including without limitation, the improper exchange of competitively sensitive information, price-fixing, market allocation, price signaling, market signaling, coordinated pricing or group boycotts, which could result in the violation of any Laws. Company agrees not to breach or facilitate the breach of any security measure implemented by the NeoGrid Exchange. Company agrees not to modify, copy or distribute any part of the technology used to operate NeoGrid Exchange or allow access to or use of the NeoGrid Exchange by or for the benefit of any third party, including without limitation, providing timeshare services, service bureau services, outsourcing or consulting services. Company agrees not to engage in any conduct that would restrict or inhibit other users from using and enjoying the full benefits of the NeoGrid Exchange and agrees to use reasonable efforts to ensure that Content Company provides to the NeoGrid Exchange is true and accurate, does not infringe upon the intellectual property rights of any third party and is not defamatory, trade libelous, threatening or harassing.
Company Conduct. The Company shall be free to conduct its business and the business of the Company Group in the manner it determines to be reasonably prudent and in the best interest of the Company but shall not take any action or omit to take any action that is intended or designed to delay, impede or prevent the occurrence of an Earnout Event, the automatic exercise and conversion of Earnout Rights or the issuance of Earnout Shares in respect thereof.
Company Conduct. Company is expected to behave responsibly and to treat all attendees - and treat the community - with respect, kindness, and compassion. HIMSS reserves the right, without refund, to revoke the credentials of participants whose conduct is deemed inappropriate, disorderly, or offensive by HIMSS, Venue, or local or federal authorities. Company is permitted to conduct business at the Event only as set forth in this Agreement and the Sponsorship Benefits or Exhibit Benefits details. Only authorized representatives of Company are permitted to: (i) display or demonstrate any products, processes, or services, or to fulfill orders; (ii) to wear identification of Company’s company or organization; or (iii) to distribute advertising or other materials within the applicable sponsorship or exhibit space. Company must show goods or services manufactured or dealt in by Company in the regular course of business. Should an article of a non-exhibiting company be required for operation or demonstration in a Company’s display, identification of such article shall be limited to the usual and regular nameplates imprint, or trademark under which same is sold in the general course of business. Marketing material of any description may be used or distributed only within the space assigned to the Company presenting such material. Only media and literature published and approved by HIMSS may be distributed at the registration desk, in the registration area, in the meeting rooms, in the exposition areas, in public areas, in hotels within the HIMSS housing block or in transportation areas under lease to HIMSS. No photography or videography is allowed by any photographer other than the designated Event photographer of HIMSS without prior written approval from HIMSS. Company may not enter the sponsorship space or exhibit space of other companies without invitation; nor may Company call or invite a visitor out of one exhibit and into its own. The following are prohibited: the use of noisemakers, or promotions and presentations that may be judged by HIMSS, in its sole and exclusive discretion, as not in good taste, lacking in dignity, or not in keeping with the purpose of HIMSS. Company use of audio and visual equipment will be permitted, where appropriate to the display; however, sound must be maintained at not more than a level of 75 decibels. HIMSS reserves the right to restrict Company’s use of sound and other devices that exceed 75 decibels or interfere with the best interests of the...
Company Conduct. The Company agrees that during the term of this Agreement and for a period of two years after any termination it shall:
a. do all it can to be in complete compliance with all laws and regulations;
b. utilize a bona fide transfer agent to handle the transfer and disposition of the securities;
c. maintain appropriate financial and internal controls, financial reporting, and other legally required reporting;
d. not comment on the Secured Party or any affiliate in any adverse or negative manner waiving all “first amendment” and other defenses;
e. properly communicate with owners of the securities of the Company in a manner equal to all owners;
f. utilize all proceeds from this Agreement to the benefit of the Company in good faith as directed by its Management in compliance with law with the first priority to pay its accountants, lawyers, and any governmental requirements as a compliant business;
g. undertake sale of any securities equal to 20% or more of the class in any one or series of related transactions during any six month period, sale, outside the ordinary course of business, of 20% or more of the assets, make a dividend, or similar action as to the Company assets, or any securities, unless adequate and reasonable steps are taken to protect and benefit the owners of the shares of common stock of the Company and the Secured Party and other requirements applicable are fully complied with but never shall such action be taken outside the ordinary course of business;
