Company Operations Clause Samples

Company Operations. The day-to-day business operations of the Company following Closing and prior to B▇▇▇▇’s payment of the Closing Payment shall be managed and directed by B▇▇▇▇ ▇▇▇▇▇▇ consistent with the Company’s ordinary course of business, including all decisions concerning operations, employment matters, procurement, and sales activities. B▇▇▇▇ ▇▇▇▇▇▇ shall have sole signatory authority to bind the Company. Notwithstanding the foregoing, B▇▇▇▇ ▇▇▇▇▇▇ shall be required to make regular reports to the board of directors of Buyer or such other person or persons as the Buyer may select and work in good faith to coordinate the Company’s activities and decision making. Until the later to occur of (a) the Closing Payment, and (b) the State of Florida approving the change of ownership prescription drug wholesale distribution application number 4121, the Company shall not be integrated in any manner into Buyer or any of its Affiliates, shall maintain distinct financial statements and bank accounts and shall not distribute any amounts to any members.

Company Operations. The Company shall perform its obligations under this Agreement, the Notes, and each other Financing Document to which it is a party. The Company shall, repair, replace and protect each of its assets so that its business can be conducted properly at all times.

Company Operations. (a) (i) amend its certificate of incorporation or bylaws (or comparable governing documents), other than amendments to the governing documents of any wholly owned Subsidiary of the Borrower that would not prevent, materially delay or materially impair the Merger (as defined in the Merger Agreement) or the other transactions contemplated by the Merger Agreement, (ii) split, combine, subdivide or reclassify its outstanding equity interests (except for any such transaction by a wholly owned Subsidiary of the Borrower which remains a wholly owned Subsidiary after consummation of such transaction), (iii) declare, set aside or pay any dividend or distribution payable in cash, stock or property (or any combination thereof) in respect of any of its equity interests (except for any dividends or distributions paid by a direct or indirect wholly owned Subsidiary of the Borrower to another direct or indirect wholly owned Subsidiary of the Borrower or to the Borrower) or (iv) purchase, repurchase, redeem or otherwise acquire any of its equity interests or any securities convertible or exchangeable into or exercisable for any of its equity interests (other than (A) pursuant to the exercise of options or the forfeiture of, or withholding of Taxes with respect to, options, in each case, outstanding as of the date of the Closing Date in accordance with existing terms of such awards and the applicable Company Stock Plan, as in effect as of the date hereof, (B) purchases, repurchases, redemptions or other acquisitions of securities of any wholly owned Subsidiary of the Borrower by the Borrower or any other wholly owned Subsidiary of the Borrower, (C) in connection with the conversion of shares of Series B common stock, par value $0.01, of the Borrower (“Series B Common Stock”) into shares of Series A common stock, par value $0.01, of the Borrower (“Series A Common Stock”) in accordance with the Restated Company Certificate of Incorporation, or (D) for the avoidance of doubt, in connection with the Exchangeable Debentures as contemplated by Section 6.16 of the Merger Agreement); (b) merge or consolidate with any other Person, or restructure, reorganize or completely or partially liquidate (other than mergers among, or the restructuring, reorganization or liquidation of any wholly owned Subsidiaries of the Borrower that would not prevent, materially delay or materially impair the Merger or the other transactions contemplated by the Merger Agreement); (c) (i) increase in any ma...

Company Operations. The Borrower shall duly and punctually perform its obligations under this Agreement, the Notes, and each of the other Financing Documents to which it is a party and shall cause IL to duly and punctually perform its obligations under each of the Financing Documents to which it is a party. The Borrower shall, and shall cause IL to, conduct its operations on the basis of customary commercial practice and arm’s-length arrangements, with due diligence and efficiency and under the supervision of qualified and experienced management. The Borrower shall, and shall cause IL to, repair, and/or replace and protect each of its assets in accordance with prudent industry practice so that its business can be conducted properly at all times.

Company Operations. Pioneer Omega shall procure: (a) that unless applicable law for the time being in force otherwise requires, the Company will at all times carry out the Project in accordance with the project description which is contained in the Letter of Information (subject to any modifications which IFC may agree) and in accordance with the Policy Statements adopted by the Board of Directors of the Company and the Board of Directors of the Subsidiaries; (b) that the proceeds of the first and second IFC subscriptions shall be applied exclusively to the Project; and (c) that IFC shall have the right to receive and comment on the proposed annual (and any interim) budgets prepared for the Company and any Subsidiary, and the Company and Pioneer Omega hereby agree to accept all reasonable requests by IFC for changes to any such budgets.

Company Operations. The Agreements will include covenants related to the continued operation and preservation of TESI’s business and assets in the ordinary course from the date of the LOI until closing, including, without limitation, payment of accounts payable and collection of accounts receivable, and absence of changes in business practice.

Company Operations. Prior to the Closing, other than as set forth on Schedule 4.10 of the Schedules and other than the Subscription Agreements and the PSA, the Company and its Subsidiaries do not have any assets, liabilities, employees, Benefit Plans, or operating history.

Company Operations. So long as the Security Interest of Seller remains in effect there shall be no intercompany transfer of assets, liabilities or other obligations without the express written consent of the Board of the Company. There shall be no assessment of the Buyer's corporate overhead or other expenses against the Company during such period. Further, the Company's bonding, customer deposits and loan agreements impose fiduciary obligations on the Company to maintain adequate cash and other working capital to meet the obligations of the Company. Buyer will respect these fiduciary obligations and not seek to transfer cash and other liquid assets out of the Company to the extent that these obligations are breached or the working capital needs of the Company are impaired.

Company Operations a) All company operations shall be subject to the RDL its laws and regulations, the instructions and directives of the Chief Scientist, programs prepared by him and to all agreements that may be entered into from time to time between the Foundation and the Chief Scientist. b) All right, title and interest in and to the knowledge, know-how and expertise, the patents manufacturer's rights and every right of ownership in the project, as also every product and document relating to the execution of the project, in the Foundation's framework, including all research by the company in regard to the project, shall vest exclusively in the project and upon registration of the company, in the company. The Initiator hereby cedes and transfers all his rights as set out above, free of consideration, to the project and to the company aforesaid. c) The Foundation and/or the holding company shall make suitable accommodation available to the company for the purposes of the project, subject to the terms, conditions and reasonable payment as stipulated by the Foundation and/ or holding company. The foundation and/or holding company shall in addition provide various services to the company upon such terms to be agreed upon between the Foundation and/or holding company and the company. The project and/or the company shall pay a proportionate share of the Insurance premiums in respect of the accommodation aforesaid. All the aforesaid services and costs in respect thereof shall be determined according to the project budget. d) The company shall keep proper accounting records as is required by law and accepted in similar ventures, and shall furnish reports from time to time to the Foundation and to the Chief Scientist as requested by them. e) The company shall carry out and comply with all its representations, obligations and time schedules in terms of and as represented to the Foundation and the Chief Scientist in order to obtain the necessary consent for carrying out the project, and as confirmed by them, and/or as may be presented and/or confirmed by them during the execution of the project. f) At least 50% of all employees shall be new immigrants. Professional employees shall be appointed during the development period by the Initiator with the approval of the Foundation's manager. The rest of the employees and the Initiator shall be employed in terms of the Foundation's standard personal employment agreement. g) The company shall conduct its business in accordance with the appr...