Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be determined after the due diligence process shall be contained in a Definitive Agreement, subject to Sellers having conducted its business(s) in the ordinary course during the period between the date hereof and the Closing Date and there having been no material adverse change in the business(s), financial condition or prospects. Sellers shall promptly notify Purchaser of any conduct of the Company or material event, circumstance, or impairment to the Company’s business or continuing operation and of any extraordinary transactions that may have an effect on the value of the Company or its underlying assets and/or liabilities.
Conduct in Ordinary Course. Except as set forth in Schedule 4.23, since December 31, 2008, Seller has conducted its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as disclosed on Schedule 4.23 hereto, since June 30, 2009, Seller has not taken any of the following actions:
(a) sold, leased, transferred or otherwise disposed of, or mortgaged or pledged, or imposed or suffered to be imposed any lien on, any of the Assets, except for transactions in the ordinary course of business consistent with past practice;
(b) incurred, created or assumed any indebtedness, guaranteed any indebtedness or entered into any capitalized leases outside the ordinary course of business;
(c) granted any bonus or other special compensation or increased the rate of compensation or benefits payable or to become payable to any directors or officers of Seller or instituted any increase in or otherwise amended any profit sharing, bonus, incentive, deferred compensation, employment-related insurance, pension, retirement, medical, hospital, disability, welfare or other employee benefit plan in a manner which could materially increase the cost thereof, except for increases or amendments required by law;
(d) declared, set aside or paid any dividend or made any other distribution (whether in cash, stock or other property or any combination thereof) to any Person in respect of any capital stock or any other debt or equity securities of Seller;
(e) purchased, redeemed, called for purchase or redemption or otherwise acquired any shares of capital stock of Seller or any options or any other debt or equity securities of Seller;
(f) made any write-down in the value of any inventory or write-off as uncollectible any notes or accounts receivable, except for write-downs and write-offs in the ordinary course of business and consistent with past practice and which would not reasonably be expected to have a Material Adverse Effect on Seller;
(g) made any material changes in the accounting methods, practices or principles followed by Seller;
(h) made any changes in its articles of incorporation or bylaws;
(i) made any changes in the number of shares of its authorized, issued or outstanding capital stock; or issued, granted or sold any shares of its capital stock or issued, granted, sold, or made any option of any character relating to shares of its capital stock; or
(j) agreed or committed to do or authorized any of the foregoing.
Conduct in Ordinary Course. With reference to the Acquired Assets, XXXXX shall not enter into any transaction other than in the normal, regular and customary course of business pursuant to agreements in which the obligations of any party thereto, other than obligations relating to confidentiality, require performance by such party for a period of not more than 60 days from the date of such agreement.
Conduct in Ordinary Course. With reference to the Division, PHMD shall not enter into any transaction other than in the normal, regular and customary course of business pending the Closing.
Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in a definitive written asset purchase agreement (the "Purchase Agreement"), and subject to the fiduciary duties of you and your management and the requirements of the Bankruptcy Code, consummation of the acquisition would be subject to having conducted your business during the period between the date hereof and the date of closing in the ordinary course, other than as shown or reflected in the information made available to us on or before the date hereof, including, but not limited to, any current business and operational plans prepared by management, and taking into account the commencement of chapter 11 cases and the consequences that would normally result therefrom (excluding the appointment by the Bankruptcy Court of a trustee or an examiner with expanded powers).
Conduct in Ordinary Course. Except for the -------------------------- negotiation, execution and consummation of this Agreement and as set forth on Schedule 3.1(m), since December 30, 2001, the Business has been conducted only in the Ordinary Course of Business, there has not been a Material Adverse Effect and no event has occurred that could reasonably be expected to have a Material Adverse Effect.
Conduct in Ordinary Course. Since January 19, 1998, Seller and License Company have each conducted the Business only in the usual, regular and ordinary manner consistent with past practices and have not, except as in the ordinary course, (i) taken any action to diminish the aggregate value of the Purchased Assets, (ii) disbursed any of the Purchased Assets to any other Person, (iii) taken any action to frustrate the transactions contemplated by this Agreement, (iv) created, incurred, assumed or suffered to exist any Liens of any kind against or upon any of the Purchased Assets or (v) created any Subsidiaries.
Conduct in Ordinary Course. In addition to the conditions discussed in this Agreement, consummation of the Transaction is subject to EBI conducting its business in the ordinary course during the period between the date hereof and the date of final transition and there having been no material adverse change in EBI’s business, financial condition or prospects.
Conduct in Ordinary Course. Seller shall confirm that prior to the Closing, Rockwell and RGS:
(a) conduct the business of RGS only in the ordinary course of business and consistent with prior custom and practice and shall not make any loan without the prior consent of Purchaser; (b) keep available to Purchaser the services of the officers, the employees and the agents of RGS reasonably necessary to effect the transactions contemplated hereby; and (c) use reasonable efforts to cooperate with Purchaser and assist Purchaser in obtaining the consent of any party where the consent of such party is deemed necessary by Purchaser by reason of the transactions contemplated hereby.
Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in the Definitive Agreement, consummation of the purchase would be subject to the Parties each having conducted business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in business, financial condition. or prospects of the Parties, or in the case of the Asset purchase contemplated, the condition, status, and circumstances with regard to the Assets.
