Conduct of Business by. Both Parties Prior to the Closing Date. During the period from the date of this Agreement to the Effective Time, SCF and SEACOR shall each use its best efforts to preserve the goodwill of suppliers, customers and others having business relations with it and to do nothing knowingly to impair its ability to keep and preserve its business as it exists on the date of this Agreement. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time of the Merger each of SCF and SEACOR shall not, without the prior written consent of the other:
(a) declare, set aside, increase or pay any dividend (including any stock dividends), or declare or make any distribution on, or directly or indirectly combine, redeem, reclassify, purchase, or otherwise acquire, any shares of its capital stock or authorize the creation or issuance of, or issue, deliver or sell any additional shares of its capital stock or any securities or obligations convertible into or exchangeable for its capital stock or effect any stock split or reverse stock split or other recapitalization, except (i) grants of stock options or restricted stock and the issuance of shares of SEACOR Common Stock upon the exercise of stock options or conversion of any outstanding convertible security; (ii) the acceptance by SEACOR of any shares in consideration of the exercise of any stock options or in satisfaction of any tax or tax withholding obligations of the holders of such options, and (iii) payments within the SEACOR Affiliated Group by entities other than SEACOR as part of its cash management program;
(b) amend its certificate of incorporation or by-laws, or adopt or amend any resolution or agreement concerning indemnification of its directors, officers, employees or agents;
(c) pledge or otherwise encumber any shares of its capital stock, any other voting securities and any securities convertible into, or any rights, warrants or options to acquire, any such shares, or any other voting securities or convertible securities;
(d) commit or omit to do any act which act or omission would cause a breach of any covenant contained in this Agreement or would cause any representation or warranty contained in this Agreement to become untrue, as if each such representation and warranty were continuously made from and after the date hereof to the Effective Time;
(e) violate any applicable law, statute, rule, governmental regulation or order that would have a Material ...
Conduct of Business by a Finance Party
16.3.1 interfere with the right of any Finance Party to arrange its affairs (Tax or otherwise) in whatever manner it thinks fit or oblige any Finance Party to investigate or claim any Tax Credit; or
16.3.2 oblige any Finance Party to disclose any information relating to its affairs (Tax or otherwise) or any computation in respect of Tax.
Conduct of Business by. TENANT Section 5.1.
Conduct of Business by. GOLFWEB PENDING THE MERGER
6.1 Conduct of Business by GolfWeb Pending the Merger...................24
Conduct of Business by. HI/LO OR DISCOUNT. Prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1 (the "Termination Date"), and except as may be agreed to by the other parties hereto or as may be permitted pursuant to this Agreement:
(a) Hi/Lo:
(i) shall, and shall cause each of its Subsidiaries to, conduct its operations in all material respects according to their ordinary and usual course of business in substantially the same manner as heretofore conducted;
(ii) shall use its reasonable best efforts, and cause each of its Subsidiaries to use its reasonable best efforts, to preserve intact its business organization in all material respects, keep available the services of its executive officers and key employees as a group, subject to changes in the ordinary course, and maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with them;
(iii) shall confer at such times as Discount may reasonably request with one or more representatives of Discount to report material operational matters and the general status of ongoing operations (in each case to the extent Discount reasonably requires such information) and to consult with Discount regarding material operational decisions;
(iv) shall promptly notify Discount of any emergency or other change in the normal course of its or its Subsidiaries' respective businesses or in the operation of its or its Subsidiaries' respective properties and of any complaints, investigations or hearings (or communications indicating that the same may be contemplated) of any governmental body or authority if such emergency, change, complaint, investigation or hearing is reasonably likely to have a Material Adverse Effect on Hi/Lo;
(v) shall not authorize or pay any dividends on or make any distribution with respect to its outstanding shares of stock;
(vi) shall not, and shall not permit any of its Subsidiaries to, except as contemplated by Section 5.5 or 5.14 hereof or as may be required by applicable law, enter into or amend any employment, severance or similar agreements or arrangements with any of their respective directors or executive officers;
(vii) shall not (subject to the provisions of Section 5.8), and shall not permit any of its Subsidiaries to, authorize, or announce an intention to authorize, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), any acquisit...
Conduct of Business by. SCF Prior to the Closing Date. During the period from the date of this Agreement to the Effective Time, in addition to its other covenants set forth in Section 6.2, each member of the SCF Group shall use its best efforts to preserve the possession and control of all of its assets other than those permitted to be disposed of pursuant to the terms of this Agreement, shall conduct its business only in the ordinary course consistent with past practice, and, except as otherwise provided herein, shall not, without the prior written consent of SEACOR:
(a) except as contemplated by Section 4.17, enter into or modify any employment, compensation, severance or similar agreement or arrangement with any director or employee, or grant any increase in the rate of wages, salaries, bonuses, employee advances or other compensation or benefits of any executive officer or other employee, other than any such increase that is both in the ordinary course of business consistent with past practice and in an amount such that, after giving effect thereto, aggregate employee compensation expense (considered on an annualized basis) does not exceed 105% of the aggregate employee compensation expense for the fiscal year ending December 31, 1999;
(b) enter into any new line of business;
(c) acquire or agree to acquire (i) by merging or consolidating with, or by purchasing a material portion of the assets of, or by any other manner, any business or any Person or (ii) any assets that are material, individually or in the aggregate, to the SCF Group, except purchases of materials, equipment and supplies in the ordinary course of business consistent with past practice;
(d) except as disclosed on Schedule 6.3(d), sell or otherwise dispose of any SCF Vessel and, except for dispositions made in the ordinary course of business and consistent with past practices, sell, lease, license, mortgage or otherwise encumber or subject to any Lien or otherwise dispose of any of its other properties or assets;
(e) except as disclosed on Schedule 6.3(e), (i) incur any indebtedness for borrowed money; or guarantee any such indebtedness of another Person, issue or sell any debt securities or warrants or other rights to acquire any debt securities of such party or any of its subsidiaries, guarantee any debt securities of another Person, enter into any "keep well" or other agreement to maintain any financial condition of another Person or enter into any arrangement having the economic effect of any of the forego...
Conduct of Business by. Titan Pending the Merger. Titan covenants and agrees that, from the date of this Agreement until the Effective Time, unless Carrollton shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement:
(a) Titan shall not directly or indirectly split, combine or reclassify any outstanding capital stock, or declare, set aside or pay any dividend payable in cash, stock, property or otherwise with respect to its capital stock whether now or hereafter outstanding;
(b) Titan shall not, and shall not permit any of the Titan Subsidiaries to, take any action that would, or that reasonably could be expected to, result in any of the representations and warranties set forth in this Agreement becoming untrue or any of the conditions to the Merger set forth in Article VI not being satisfied. Titan promptly shall advise Carrollton orally and in writing of any change or event having, or which, insofar as reasonably can be foreseen, would have, a Material Adverse Effect on Titan and the Titan Subsidiaries; and
(c) neither Titan nor any of the Titan Subsidiaries shall authorize or propose, or agree in writing or otherwise to take, any of the actions described in this Section.
Conduct of Business by. [NAME]
a. [NAME] agrees that its overhead and administrative cost will be no higher than the limits recommended as best practice by Charity Navigator or GuideStar who set the standards for non-profit organizations.
b. [NAME] shall maintain its books in compliance with accepted accounting standards. Each year, prior to May 31st, [NAME] will deliver a copy of all its current tax filing documents, including but not limited to IRS Form 990, 990EZ, or 990-N, to LASD and the Los Angeles County Auditor-Controller.
c. [NAME] Foundation shall require its board members and directors to sign a Conflict of Interest policy approved by the County.
d. Upon termination of this Agreement by either party, [NAME] Foundation will immediately and permanently cease all use of LASD Intellectual Property, as well as any LASD or County property including but not limited to office space, supplies, identification badges, keys or facility access cards, and will return all such property to LASD.
e. Upon termination of this Agreement by either party, [NAME] will immediately and permanently cease all fundraising activities and efforts conducted in the name of and/or referring to "Los Angeles County Sheriff" or "Los Angeles County Sheriff's Department." [NAME] may continue to function in accordance with its charter and by-laws, but will immediately and permanently cease all use of or referral to "Los Angeles County Sheriff" or "Los Angeles County Sheriff's Department" in its name or activities. Within ten (10) business days, [NAME] will reconcile its books and provide an accounting to the County. The County shall have 30 business days from the date it receives the accounting to object to any outstanding debts, invoices or encumbrances. If no objection is received by [NAME] by the end of that 10-day period, [NAME]will immediately pay off all then-existing debts, invoices, accounts payable or other encumbrances, and, within 30 days, remit all remaining funds in the possession of [NAME] that were raised on behalf of LASD to LASD. In the event the County objects to any outstanding debt, [NAME] will immediately pay off all outstanding debts with the exception of those objected to. [NAME] xxxx then remit all funds in excess of those required to pay the remaining debt to the County. [NAME] and the County will then attempt in good faith to reach a mutually agreeable settlement as to the remaining debt with the involved creditor(s). Notwithstanding the foregoing, if funds are in the possession of...
Conduct of Business by. TSFC Until the Effective Time. During the period commencing on the date hereof and continuing until the Effective Time or the termination of the Agreement pursuant to Section 7.1, TSFC agrees (except as expressly contemplated by this Agreement or to the extent that Private shall otherwise consent in writing which consent shall not be unreasonably withheld) that:
(a) TSFC will cease any and all actions by TSFC, its stockholders, directors or officers to organize or obtain a charter for an Illinois chartered "de novo" bank and instead will focus all such actions toward the establishment of an Office of Subsidiary in the same business purview with the same intended plan of operation as the now abandoned de novo bank business plan.
(b) TSFC will use their best efforts to comply promptly with all requirements which federal or state law may impose on it with respect to the Merger and will promptly cooperate with and furnish information to Private in connection with any such requirements imposed upon it in connection with the Merger.
(c) TSFC will use its best efforts to obtain (and to cooperate with Private in obtaining) any consent, authorization or approval of, or any exemption by, any governmental authority or agency, or other third party, required to be obtained or made by them in connection with the Merger or the taking of any action contemplated hereby. TSFC will not knowingly or willfully take any action that would adversely affect the ability of such party to perform its obligations under this Agreement.
(d) TSFC will not declare or pay any dividends on or make other distributions with respect of capital stock.
(e) TSFC will not amend its respective Certificates of Incorporation or by-laws, except as contemplated by this Agreement.
(f) TSFC will not incur any debts, liabilities or charges from the date hereof.
Conduct of Business by. Private Until the Effective Time. During the period commencing on the date hereof and continuing until the Effective Time, Private agrees (except as expressly contemplated by this Agreement or to the extent that TSFC shall otherwise consent in writing which consent shall not be unreasonably withheld) that:
(a) Except as contemplated by this Agreement, Private and the Private Subsidiary will carry on their respective businesses in, and only in, the usual, regular and ordinary course in substantially the same manner as heretofore conducted, maintain their respective books in accordance with generally accepted accounting principles, and conduct their respective businesses and operations only in accordance with safe and sound banking and business practices.
(b) Private will, and will cause the Private Subsidiary to, use their best efforts to comply promptly with all requirements which federal or state law may impose on any of them with respect to the Merger and will promptly cooperate with and furnish information to TSFC in connection with any such requirements imposed upon any of them in connection with the Merger.
(c) Private will, and will cause the Private Subsidiary to, use their best efforts to obtain (and to cooperate with TSFC in obtaining) any consent, authorization or approval of, or any exemption by, any governmental authority or agency, or other third party, required to be obtained or made by any of them in connection with the Merger or the taking of any action contemplated hereby.
