Conduct of Business by the. Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as may be required by Law, (b) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (c) as may be expressly required or permitted pursuant to this Agreement, or (d) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business, and to the extent consistent therewith, the Company shall use its commercially reasonable efforts to preserve substantially intact the material components of their current business organization, taken as a whole, and to preserve in all material respects their present relationships with their employees, and the key customers and suppliers with which they have material business relations, taken as a whole (provided, however, that no action by the Company or any of its Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of the immediately succeeding clause (y) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)); and (y) the Company shall not, and shall not permit any of its Subsidiaries to:
(a) amend or otherwise change, in any material respect, the Company Charter or the Company Bylaws, the organizational or governing documents of any Subsidiary or any JV Documentation;
(b) split, combine, reclassify, redeem, repurchase or otherwise acquire or amend the terms of any capital stock or other equity interests or rights;
(c) issue, sell, pledge, dispose, encumber or grant any shares of its or its Subsidiaries’ capital stock, or any options, warrants, convertible or exchangeable securities or other rights of any kind to acquire any shares of its or its Subsidiaries’ capital stock or any phantom stock plan or stock appreciation rights except for transactions among the Company and its direct or indirect wholly owned Subsidiaries or among the Company’s direct or indirect wholly owned Subsidiaries;
(d) declare, authorize, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to the Company’s or any of its Subsidiaries’ capital stock or other equity interests,...
Conduct of Business by the. Finance Parties
(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
Conduct of Business by the. Company Pending the Closing. Except as expressly contemplated by this Agreement or as required in connection with the Restructuring (including in any proceedings required under the Bankruptcy Code in connection with the Restructuring) or as set forth on Schedule 4.1, during the period between the date of this Agreement and the Closing, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice, (ii) use reasonable efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships, (iii) use reasonable efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice, (iv) use reasonable efforts to preserve the goodwill and ongoing operations of its business, (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice and (vi) comply in all material respects with applicable Laws.
Conduct of Business by the. Company Pending the Merger. Between the date of this Agreement and the earliest to occur of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as may be required by Law, (b) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (c) as required pursuant to this Agreement, or (d) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the Company shall, and shall cause each of its Subsidiaries to, carry on its business in all material respects in the ordinary course and, subject to the proviso in Section 6.3(a), to the extent consistent therewith, use commercially reasonable efforts to preserve substantially intact its current business organizations, to keep available the services of its current officers and employees and to preserve its relationships with significant Governmental Authorities (including applicable Gaming Authorities), customers, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having significant business dealings with it, and to preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with the Company or any of its Subsidiaries; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 6.1 shall be deemed a breach of clause (x) unless such action would constitute a breach of such specific provision; and (y) the Company shall not and shall not permit any of its Subsidiaries to:
(a) amend or otherwise change the Charter or the By-laws (or, in any material respect, such equivalent organizational or governing documents of any of the Subsidiaries of the Company);
(b) except for transactions among the Company and its wholly owned Subsidiaries or among the Company’s wholly owned Subsidiaries, or as otherwise contemplated in Section 6.1(e) and Section 6.1(e) of the Company Disclosure Letter, issue, sell, pledge, dispose, encumber or grant any shares of capital stock (or other equity interests) of the Company or any of its Subsidiaries, or any options, warrants, convertible securities or other rights of any kind to acquire any such shares of capital stock (or other equity interests) or rights settled in cash or other property based in whole or in part on the value of such shares of capital stock (or other equity interests); provided, however th...
Conduct of Business by the. Company Pending the Closing. ------------------------------------------------------ Except as contemplated by this Agreement, the Stockholders covenant and agree that, during the period between the date of this Agreement and through and including the Closing Date, unless the Parent shall otherwise agree in writing, the Business shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice. The Stockholders will not take, and will not permit the Company to take, any action that would cause any representation or warranty made by the Stockholders in this Agreement to become untrue in any material respect.
Conduct of Business by the. Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:
(i) the business of the Company shall be conducted only in the ordinary course;
(ii) the Company shall not (A) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of its capital stock; (B) amend its Certificate of Incorporation or By-laws; or (C) split, combine or reclassify the outstanding Company Stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to any such stock.
(iii) the Company shall not (A) issue or agree to issue any additional shares of, or options, warrants or rights of any kind to acquire any shares of, Company Stock, except to issue shares of Company Common Stock in connection with the exercise of stock options and warrants outstanding on the date hereof; (B) acquire or dispose of any fixed assets or acquire or dispose of any other substantial assets other than in the ordinary course of business; (C) incur additional Indebtedness or any other liabilities or enter into any other transaction other than in the ordinary course of business; (D) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; or (E) except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination;
(iv) the Company shall use its best efforts to preserve intact the business organization of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it; and
(v) the Company will not, nor will it authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by it to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below). The Company will promptly advise Parent orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof. As used in this paragraph, “Acquisition Proposal” shall mean any proposal for a merger or other business combination involving the Company or for the acquisition of a substantial equity ...
Conduct of Business by the. Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless COL shall otherwise agree in writing, other than actions taken by the Company in contemplation of the Merger, the Company shall not directly or indirectly do, or propose to take or agree in writing or otherwise to take any action which would prevent the Company from performing or cause the Company not to perform its obligations hereunder.
Conduct of Business by the. Company Pending the Merger
(a) the business of the Company shall be conducted only in the ordinary course;
(b) the Company shall not (i) directly or indirectly redeem, purchase or otherwise acquire or agree to redeem, purchase or otherwise acquire any shares of its capital stock; (ii) amend its Articles of Incorporation or By-laws; or (iii) split, combine or reclassify the outstanding Company Common Stock or declare, set aside or pay any dividend payable in cash, stock or property or make any distribution with respect to any such stock;
(c) the Company shall not (i) issue or agree to issue any additional shares of, or options, warrants or rights of any kind to acquire any shares of, Company Common Stock; (ii) acquire or dispose of any fixed assets or acquire or dispose of any other substantial assets other than in the ordinary course of business; (iii) incur additional Indebtedness or any other liabilities or enter into any other transaction other than in the ordinary course of business; (iv) enter into any contract, agreement, commitment or arrangement with respect to any of the foregoing; or (v) except as contemplated by this Agreement, enter into any contract, agreement, commitment or arrangement to dissolve, merge, consolidate or enter into any other material business combination;
(d) the Company shall use its best efforts to preserve intact the business organization of the Company, to keep available the service of its present officers and key employees, and to preserve the good will of those having business relationships with it;
(e) the Company will not, nor will it authorize any director or authorize or permit any officer or employee or any attorney, accountant or other representative retained by it to, make, solicit, encourage any inquiries with respect to, or engage in any negotiations concerning, any Acquisition Proposal (as defined below). The Company will promptly advise Parent orally and in writing of any such inquiries or proposals (or requests for information) and the substance thereof. As used in this paragraph, “Acquisition Proposal” shall mean any proposal for a merger or other business combination involving the Company or for the acquisition of a substantial equity interest in it or any material assets of it other than as contemplated by this Agreement. The Company will immediately cease and cause to be terminated any existing activities, discussions or negotiations with any person conducted heretofore with respect to any of the foregoin...
Conduct of Business by the. COMPANY ENTITIES; -------------------------------------------- LEGACY TRANSACTION COSTS. ------------------------
(a) During the period commencing on the date of this Agreement and ending on the Closing Date, each of Solutia and the Akzo Nobel Entities shall cause the Company Entities to, and each party hereto shall cause the Company Subsidiaries to, use commercially reasonable efforts to (i) preserve intact the present business organization of the Company Entities and Company Subsidiaries and operate the businesses of the Company Entities and Company Subsidiaries in the ordinary course consistent with past practice, (ii) maintain and preserve intact the businesses, assets and properties of the Company Entities and Company Subsidiaries and maintain satisfactory relationships with licensors, suppliers, creditors, distributors, customers, key executive employees and others having material business relationships with their business, (iii) maintain the books of account, records and files of the Company Entities and Company Subsidiaries, all in the ordinary course of business and consistent with past practice, and (vi) manage the Cash and net working capital of the businesses in a manner consistent with past practices and not take any action that would or would reasonably be expected to artificially increase or decrease the amount of Cash or net working capital. As soon as reasonably practicable after the date hereof, but in no event later than ten (10) days prior to the Closing Date, the Company Entities will deliver to Solutia and the Akzo Nobel Entities a balance sheet of Flexsys Holding, as of December 31, 2006, prepared in accordance with the generally accepted accounting principles in the Netherlands.
(b) Notwithstanding anything to the contrary in this Agreement, each of the parties hereto agrees that prior to the Closing it shall act in good faith to reduce or otherwise limit (including by means of negotiation with the relevant entities) the Legacy Transaction Costs. Solutia shall provide the Akzo Nobel Entities with written notice on or before the date which is fifteen (15) Business Days prior to the Closing Date with respect to each Legacy Transaction Cost that, as of the date of such notice, remains unpaid of its election to either (i) have such Legacy Transaction Cost paid by the Company Entities in connection with the Closing (each, a "Paid ---- Legacy Cost") or (ii) continue to negotiate with the relevant entity with ----------- respect to such Le...
Conduct of Business by the. Finance Parties
36.1 Finance Parties tax affairs
(a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit;
(b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or the extent, order and manner of any claim; or
(c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax, other than to the extent required under clause 12.8 (FATCA Information). UK-#395507908-v8
36.2 Finance Parties acting together