Common use of Conduct of Business by Clause in Contracts

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 Adverse Effect on such party; (f) fail to maintain its books, accounts and records in the usual manner on a basis consistent with that heretofore employed; (g) take any action that would prevent the accounting for the business combination to be effected by the Merger as a pooling-of-interests; or (h) authorize any of, or agree or commit to do any of, the foregoing actions.

Conduct of Business by. Both Parties Prior the Parties (a) it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the Closing Date. During usual and ordinary course of business, with the period from exception of reasonable costs incurred in connection with the date of this Agreement Business Combination, and it shall and shall cause its Subsidiaries to the Effective Time, SCF and SEACOR shall each use its best all commercially reasonable 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 maintain and preserve its business as organization, assets, employees and advantageous business relationships and it exists on the date of this Agreement. Without limiting the generality of the foregoingshall not, during the period from the date of this Agreement and shall cause its Subsidiaries to the Effective Time of the Merger each of SCF and SEACOR shall not, without the prior written consent of the otherother Parties, enter into any contract in respect of its business or assets, other than in the ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or commit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or special salaries or bonuses, without the prior written consent of the other Parties; and (b) other than as contemplated by this Agreement, it shall not directly or indirectly do or permit to occur any of the following: (ai) amend its Governing Documents; (ii) declare, set aside, increase aside or pay any dividend or other distribution or payment (including whether in cash, shares or property) in respect of its shares owned by any stock dividends)Person other than inter-corporate loans and advances; (iii) issue, grant, sell or pledge or agree to issue, grant, sell or pledge any shares, 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 exercisable for, or reverse stock split or otherwise evidencing a right to acquire shares other recapitalizationthan, except in the case of Ultron: (iA) grants of stock options or restricted stock and the issuance of shares of SEACOR Common Stock upon Ultron Shares pursuant to the exercise of stock options or conversion of any outstanding convertible securityUltron Private Placement; and (iiB) the acceptance by SEACOR issuance of any shares in consideration Ultron Shares pursuant to its acquisition of R&R&D Solutions Inc. (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"Ultron Acquisition"); (biv) amend its certificate of incorporation redeem, purchase or by-laws, or adopt or amend otherwise acquire any resolution or agreement concerning indemnification of its directorsoutstanding shares or other securities including, officerswithout limitation, employees or agentsunder an issuer bid; (cv) pledge split, combine or otherwise encumber reclassify 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; (dvi) commit adopt a plan of liquidation or omit to do resolutions providing for the liquidation, dissolution, merger, consolidation or reorganization of itself or 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;its Subsidiaries; and (evii) violate enter into or modify any applicable lawcontract, statuteagreement, rulecommitment or arrangement with respect to any of the foregoing, governmental regulation or order that would have a Material Adverse Effect on such party; (f) fail to maintain its books, accounts and records in the usual manner on a basis consistent with that heretofore employed; (g) take any action that would prevent the accounting for the business combination to be effected by the Merger except as a pooling-of-interests; or (h) authorize any of, or agree or commit to do any of, the foregoing actionspermitted above.

Conduct of Business by. Both Parties Prior to the Closing DateAffiliated Companies and Purezza. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Affiliated Companies and any Subsidiaries and Purezza shall, except to the Effective Timeextent that the other party shall otherwise consent in writing, SCF carry on its business in the usual, regular and SEACOR shall each ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except where noncompliance would not have a Material Adverse Effect), pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its best commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the goodwill services of its present officers, managers and employees, and (iii) preserve its relationships with customers, suppliers, customers distributors, licensors, licensees, and others having with which it has significant business relations with it and to do nothing knowingly to impair its ability to keep and preserve its business dealings. In addition, except as it exists permitted or required by the terms of this Agreement or set forth on the date of this Agreement. Without limiting Schedule 5.1 hereto, without the generality prior written consent of the foregoingother party, during the period from the date of this Agreement to and continuing until the Effective Time earlier of the Merger each termination of SCF this Agreement pursuant to its terms or the Closing, the Affiliated Companies and SEACOR any Subsidiaries and Purezza shall not, without the prior written consent not do any of the otherfollowing: (a) Waive any stock repurchase rights, accelerate, amend or (except as specifically provided for herein) change the period of exercisability of options or restricted stock, or reprice options granted under any employee, consultant, director or other stock plans or authorize cash payments in exchange for any options granted under any of such plans; (b) Grant any severance or termination pay to any officer, manager or employee except pursuant to applicable law, written agreements outstanding, or policies existing on the date hereof and as previously or concurrently disclosed in writing or made available to the other party, or adopt any new severance plan, or amend or modify or alter in any manner any severance plan, agreement or arrangement existing on the date hereof; (c) Except with respect to the Restructuring Agreements, transfer or license to any person or otherwise extend, amend or modify any material rights to any Intellectual Property, or enter into grants to transfer or license to any person future patent rights, other than in the ordinary course of business consistent with past practices provided that in no event shall any party license on an exclusive basis or sell any Intellectual Property; (d) Except for employment agreements in the ordinary course or otherwise scheduled or set forth in this Agreement, declare, set aside, increase aside or pay any dividend (including any stock dividends), or declare dividends on or make any distribution onother distributions (whether in cash, stock, equity securities or property) in respect of any capital stock, membership interests or ownership interests, or directly split, combine or indirectly combinereclassify any capital stock, redeemmembership interests or ownership interests, reclassifyor issue or authorize the issuance of any other securities in respect of, purchasein lieu of or in substitution for any capital stock, membership interests or ownership interests; (e) Purchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock, membership interests or ownership interests, except repurchases of unvested shares, membership interests or ownership interests at cost in connection with the termination of the employment relationship with any employee pursuant to stock option or authorize purchase agreements in effect on the creation date hereof; (f) Issue, deliver, sell, authorize, pledge or issuance ofotherwise encumber, or issueagree to any of the foregoing with respect to, deliver or sell any additional shares of its capital stock stock, membership interests or ownership interests or any securities or obligations convertible into or exchangeable for shares of capital stock, membership interests or ownership interests, or subscriptions, rights, warrants or options to acquire any shares of capital stock, membership interests or ownership interests or any securities convertible into or exchangeable for shares of capital stock, membership interests or ownership interests, or enter into other agreements or commitments of any character obligating it to issue any such shares, membership interests, ownership interests or convertible or exchangeable securities (except relating to employment and similar agreements); (g) Amend its capital stock Charter Documents; (h) Acquire or effect agree to acquire by merging or consolidating with, or by purchasing any stock split equity interest in or reverse stock split a portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other recapitalizationbusiness organization or division thereof, except or otherwise acquire or agree to acquire any assets which are material, individually or in the aggregate, to the business of Purezza or the Affiliated Companies or any Subsidiary, as applicable, or enter into any joint ventures, strategic partnerships or alliances or other arrangements that provide for exclusivity of territory or otherwise restrict such party's ability to compete or to offer or sell any products or services; (i) grants of stock options Sell, lease, license, encumber or restricted stock and the issuance of shares of SEACOR Common Stock upon the exercise of stock options or conversion otherwise dispose of any outstanding convertible security; properties or assets, except sales of inventory in the ordinary course of business consistent with past practice and, except for the sale, lease or disposition (iiother than through licensing) the acceptance by SEACOR of any shares in consideration of the exercise of any stock options property or assets which are not material, individually or in satisfaction of any tax or tax withholding obligations of the holders aggregate, to the business of such options, and (iii) payments within the SEACOR Affiliated Group by entities other than SEACOR as part of its cash management programparty; (bj) amend its certificate Incur any indebtedness for borrowed money in excess of incorporation $100,000 in the aggregate or by-lawsguarantee any such indebtedness of another person, issue or adopt sell any debt securities or options, warrants, calls or other rights to acquire any debt securities of Purezza or the Affiliated Companies or any Subsidiary, as applicable, enter into any "keep well" or other agreement to maintain any financial statement condition or enter into any arrangement having the economic effect of any of the foregoing other than in the ordinary course of business of such party; (k) Adopt or amend any resolution employee benefit plan, policy or arrangement, any employee stock purchase or employee stock option plan, or enter into any employment contract or collective bargaining agreement concerning indemnification (other than offer letters and agreements entered into in the ordinary course of business consistent with past practice), pay any special bonus or special remuneration to any director or employee, or increase the salaries or wage rates or fringe benefits (including rights to severance or indemnification) of its directors, officers, employees or agentsconsultants, except in the ordinary course of business consistent with past practices and other than for new hires in the ordinary course; (cl) pledge Pay, discharge, settle or otherwise encumber satisfy any shares of its capital stockclaims, any other voting securities and any securities convertible intoliabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise), or any rightslitigation (whether or not commenced prior to the date of this Agreement) other than the payment, warrants discharge, settlement or options to acquiresatisfaction, any such sharesin the ordinary course of business consistent with past practices or in accordance with their terms, or liabilities recognized or disclosed in the most recent financial statements (or the notes thereto) of the Affiliated Companies or of any other voting securities Subsidiary or convertible securitiesof Purezza, as applicable, or incurred since the date of such financial statements, or waive the benefits of, agree to modify in any manner, terminate, release any person from or knowingly fail to enforce any confidentiality or similar agreement to which the Affiliated Companies or any Subsidiary or Purezza is a party or a beneficiary; (dm) commit Except in the ordinary course of business consistent with past practices, modify, amend or omit terminate any Material Contract of the Affiliated Companies or any Subsidiary or Purezza, as applicable, or waive, delay the exercise of, release or assign any material rights or claims thereunder; (n) Except as required by U.S. GAAP, revalue any of its assets or make any change in accounting methods, principles or practices; (o) Incur or enter into any agreement, contract or commitment requiring such party to do pay in excess of $100,000 in any act which act 12 month period, other than in the ordinary course or omission would cause a breach of any covenant contained otherwise provided in this Agreement and employment agreements which may be entered into by the Affiliated Companies 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 TimeSubsidiary; (ep) violate Engage in any action that could reasonably be expected to cause the Transaction to fail to qualify as a reorganization under Section 368 of the Code or a tax-deferred exchange of property under Section 351 of the Code; (q) Settle any litigation; (r) Make or rescind any Tax elections that, individually or in the aggregate, could be reasonably likely to adversely affect in any material respect the Tax liability or Tax attributes of such party, settle or compromise any material income tax liability or, except as required by applicable law, statute, rule, governmental regulation materially change any method of accounting for Tax purposes or order that would have prepare or file any Return in a Material Adverse Effect on such partymanner inconsistent with past practice; (fs) fail to maintain its booksForm, accounts and records in the usual manner on a basis consistent with that heretofore employedestablish or acquire any Subsidiary; (gt) take Permit any action that would prevent the accounting Person to exercise any of its discretionary rights under any Plan to provide for the business combination automatic acceleration of any outstanding options, the termination of any outstanding repurchase rights or the termination of any cancellation rights issued pursuant to be effected by the Merger as a pooling-of-interestssuch plans; or (hu) authorize Agree in writing or otherwise agree, commit or resolve to take any of, or agree or commit to do any of, of the foregoing actionsactions described in Section 5.1 (a) through (t) above.

Conduct of Business by. Both Parties Prior the Parties (a) it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the Closing Date. During usual and ordinary course of business, with the period from exception of reasonable costs incurred in connection with the date of this Agreement Business Combination, and it shall and shall cause its Subsidiaries to the Effective Time, SCF and SEACOR shall each use its best all commercially reasonable 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 maintain and preserve its business as organization, assets, employees and advantageous business relationships and it exists on the date of this Agreement. Without limiting the generality of the foregoingshall not, during the period from the date of this Agreement and shall cause its Subsidiaries to the Effective Time of the Merger each of SCF and SEACOR shall not, without the prior written consent of the other: (a) declareother Parties, set aside, increase or pay enter into 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 contract in respect of its capital stock business or authorize assets, other than in the creation ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or issuance ofcommit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or issuespecial bonuses, 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 without 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 prior written consent 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 programParties; (b) amend its certificate it shall not borrow any cash or incur any indebtedness, except as expressly contemplated by this Agreement or with the prior written consent of incorporation or by-laws, or adopt or amend any resolution or agreement concerning indemnification of its directors, officers, employees or agentsthe other Party; (c) pledge it shall not make loans, advances or otherwise encumber other similar payments to any shares third party except as expressly contemplated by this Agreement, other than with respect to expenses incurred in the ordinary course of its capital stockbusiness or as consented to by the other Party, 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;which consent shall not be unreasonably withheld; and (d) commit or omit to do any act which act or omission would cause a breach of any covenant contained in other than as contemplated by this Agreement and the transactions contemplated by the JD Debt Settlement Agreement and JD Share Repurchase Agreement, it shall not directly or would cause indirectly do or permit to occur any representation or warranty contained in this Agreement to become untrue, as if each such representation and warranty were continuously made from and after of the date hereof to the Effective Timefollowing: (i) amend its Governing Documents; (eii) violate declare, set aside or pay any applicable lawdividend or other distribution or payment (whether in cash, statute, rule, governmental regulation shares or order that would have a Material Adverse Effect on such partyproperty) in respect of its shares owned by any Person other than inter-corporate loans and advances; (fiii) fail issue, grant, sell or pledge or agree to maintain its booksissue, accounts and records in the usual manner on grant, sell or pledge any shares, or securities convertible into or exchangeable or exercisable for, or otherwise evidencing a basis consistent with that heretofore employedright to acquire shares; (giv) take redeem, purchase or otherwise acquire any action that would prevent the accounting of its outstanding shares or other securities including, without limitation, under an issuer bid; (v) split, combine or reclassify any of its shares; (vi) adopt a plan of liquidation or resolutions providing for the business combination to be effected by the Merger as a pooling-of-interestsliquidation, dissolution, merger, consolidation or reorganization of itself or any of its Subsidiaries; (vii) enter into any material transaction or material contract; or (hviii) authorize enter into or modify any ofcontract, agreement, commitment or agree or commit arrangement with respect to do any ofof the foregoing, the foregoing actionsexcept as permitted above.

Conduct of Business by. Both Parties Prior the Parties (a) it shall, and shall cause its Subsidiaries to conduct business in, and not take any action except in, the Closing Date. During usual and ordinary course of business, with the period from exception of reasonable costs incurred in connection with the date of this Agreement Business Combination, and it shall and shall cause its Subsidiaries to the Effective Time, SCF and SEACOR shall each use its best all commercially reasonable 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 maintain and preserve its business as organization, assets, employees and advantageous business relationships and it exists on the date of this Agreement. Without limiting the generality of the foregoingshall not, during the period from the date of this Agreement and shall cause its Subsidiaries to the Effective Time of the Merger each of SCF and SEACOR shall not, without the prior written consent of the other: (a) declareother Parties, set aside, increase or pay enter into 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 contract in respect of its capital stock business or authorize assets, other than in the creation ordinary course of business, and without limitation but subject to the foregoing, shall maintain payables and other liabilities at levels consistent with past practice, shall not engage or issuance ofcommit to engage in any extraordinary material transactions and shall not make or commit to make distributions, dividends or issuespecial bonuses, 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 without 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 prior written consent 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;Parties; and (b) amend its certificate it shall not borrow any cash or incur any indebtedness, except as expressly contemplated by this Agreement or with the prior written consent of incorporation or by-laws, or adopt or amend any resolution or agreement concerning indemnification of its directors, officers, employees or agentsthe other Party; (c) pledge it shall not make loans, advances or otherwise encumber other similar payments to any shares third party except as expressly contemplated by this Agreement, other than with respect to expenses incurred in the ordinary course of its capital stockbusiness or as consented to by the other Party, 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 securitieswhich consent shall not be unreasonably withheld; (d) commit other than as contemplated by this Agreement, it shall not directly or omit indirectly do or permit to do occur 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 Timefollowing: (i) amend its Governing Documents; (eii) violate declare, set aside or pay any applicable lawdividend or other distribution or payment (whether in cash, statute, rule, governmental regulation shares or order that would have a Material Adverse Effect on such partyproperty) in respect of its shares owned by any Person other than inter- corporate loans and advances; (fiii) fail issue, grant, sell or pledge or agree to maintain its booksissue, accounts and records in the usual manner on a basis consistent with that heretofore employed; (g) take grant, sell or pledge any action that would prevent the accounting for the business combination to be effected by the Merger as a pooling-of-interests; or (h) authorize any ofshares, or agree securities convertible into or commit exchangeable or exercisable for, or otherwise evidencing a right to do any ofacquire shares other than in connection with (A) the Financing, (B) the foregoing actions.exercise of the Fieldex Options and Fieldex Warrants, (C) the Agent Compensation Warrants or,