Conduct of Business; Certain Actions. Except as set forth on Schedule 2.4 attached hereto, since March 31, 2002, to the actual knowledge without due inquiry of the Sellers, the Company has conducted its business and operations of the business in the ordinary course of business and consistent with its past practices and has not (a) engaged in any action requiring consent of the managers under either the Texas Limited Liability Company Act or the Company's Regulations, (b) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any manager, member, officer, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any manager, member, officer, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business or is not consistent with past practices of the Company, (c) increased the compensation of any managers, members, officers, employees, agents, contractors, vendors or other parties, except for increases made in the ordinary course of business and consistent with the past practices of the Company, (d) made or committed to make any capital expenditures, or incurred or committed to incur any debt or obligation, exceeding $10,000 individually or $25,000 in the aggregate, except in the ordinary course of business consistent with past practices, (e) except in the ordinary course of business consistent with past practices, sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (f) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business consistent with past practices, (g) made or guaranteed any loans or advances to any party whatsoever, (h) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (i) canceled, waived, or released any of its debts, rights, or claims against third parties other than settlement of accounts recorded in the ordinary course of business to the extent such accounts are satisfied in accordance with their original terms, (j) made or paid any severance or termination...
Conduct of Business; Certain Actions. Except as set forth on Schedule 3.5 attached hereto, since the Balance Sheet Date, PC and Moadel have conducted the Business in the ordinary course and consistent with past practices and have not (a) increased the compensation of any employees, agents, contractors, vendors or other parties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of PC or Moadel, (b) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (c) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (d) amended its organizational documents, (e) made or paid any severance or termination payment to any director, officer, employee, agent, contractor, vendor or consultant, (f) made any change in its method of accounting, (g) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (h) amended, terminated or experienced a termination of any material contract, agreement, lease, franchise, or license to which it is a party, (i) entered into any other material transactions except in the ordinary course of business, (j) changed the standard, undiscounted per procedure fee generally charged to patients, which is $2,250 at the time of Closing, (k) entered into any contract, commitment, agreement, or understanding to do any acts described in the foregoing clauses (a)-(j) of this Section, (l) suffered any material damage, destruction, or loss (whether or not covered by insurance) to any assets, (m) experienced any strike, slowdown, or demand for recognition by a labor organization by or with respect to any of its employees, (n) experienced or effected any shutdown, slow-down, or cessation of any operations conducted by, or constituting part of, it, or (o) changed or suspended its procedures for collecting accounts receivable and paying its accounts payable.
Conduct of Business; Certain Actions. During the period from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, Sun shall not, and shall not authorize or permit its Affiliates and the Sun Subsidiaries, and the directors, officers, employees, agents, representatives (including investment bankers, attorneys and accountants) of Sun and the Sun Subsidiaries to, directly or indirectly, (i) initiate, solicit, encourage or otherwise facilitate any Acquisition Transaction or any inquiries that may reasonably be expected to lead to an Acquisition Transaction, or (ii) engage in any discussions with or provide any confidential information or data to any Person that may reasonably be expected to lead to an Acquisition Transaction, or (iii) engage in any negotiations concerning, or otherwise facilitate any effort or attempt to make or implement, an Acquisition Transaction. Notwithstanding the foregoing, the Board of Directors of Sun shall be permitted (A) to respond to inquiries from analysts, Governmental Authorities and holders of Sun Common Stock in the ordinary course of business and as otherwise provided in this Agreement, (B) to comply with Rule l4e-2(a) promulgated under the Exchange Act, to the extent applicable, with regard to an Acquisition Proposal, (C) in response to an unsolicited bona fide written Acquisition Proposal from any Person, to recommend such Acquisition Transaction to its shareholders and/or withdraw or modify in any adverse manner its approval or recommendation of this Agreement, (D) to engage in any discussions or negotiations with, and/or provide any information to, any Person in response to an unsolicited bona fide written Acquisition Proposal by any such Person, and (E) to accept a Superior Proposal from any Person, if and only to the extent that, in any such case described in the preceding clause (C), (D) or (E), (i) the Sun Shareholders shall not have approved this Agreement and the Merger, (ii) the Board of Directors of Sun shall have concluded in good faith that such Acquisition Proposal (x) in the case described in clause (C) above would, if consummated, constitute a Superior Proposal, or (y), in the case described in clause (D) above, could reasonably be expected to constitute a Superior Proposal, (iii) the Board of Directors of Sun shall have determined in good faith, on the basis of written advice of outside legal counsel, that such action is necessary for such Board of Directors to be d...
Conduct of Business; Certain Actions. Except as set forth on ------------------------------------ Schedule 5.2.16 attached hereto, from March 3, 2000 to the date hereof, --------------- International has, in all material respects, conducted its Business in the ordinary course and consistent with past practices and has:
(i) maintained the Assets of the Business in sufficient operating condition and repair to enable them to operate in all material respects in the manner in which they were being operated;
(ii) not sold, encumbered or otherwise placed any Lien on any of the Assets other than in the ordinary course of business;
(iii) used its commercially reasonable efforts to retain the services of its officers, employees, and independent contractors;
(iv) used its commercially reasonable efforts to preserve its relationships with each of its material lenders, suppliers, customers and other third parties having material business dealings with International; and
(v) recorded all sales and maintained its books of account in accordance with GAAP.
Conduct of Business; Certain Actions. Except as set forth on SCHEDULE 4.07 attached hereto, since July 31, 2001, the Company, Seller and the Subsidiaries have conducted their business and operations in the ordinary course and consistent with their past practices and have not (a) paid or declared any dividend or distribution or purchased, retired or redeemed any (i) capital stock from any shareholder or (ii) membership interests from any member, (b) except for severance payments to be made to certain employees as contemplated by Section 6.19, increased the compensation of any of the directors, officers or key employees of, or consultants to, the Company or the Subsidiaries or, except for wage and salary increases made in the ordinary course of business and consistent with past practices, increased the compensation of any other employees of the Company or the Subsidiaries, (c) made any capital expenditures (other than those described on SCHEDULE 4.07(C) attached hereto) exceeding $25,000 individually or $50,000 in the aggregate, (d) sold any asset essential to the Company's or any Subsidiary's railroad operations (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price for such asset (or group of related assets) exceeded $100,000 (other than sales of inventory in the ordinary course of business and sales of surplus or non-essential assets), (e) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than (i) current liabilities incurred and paid in the ordinary course of business, and (ii) payments of third-party interest bearing indebtedness, which indebtedness is listed on SCHEDULE 4.07 (including that outstanding under the Company's senior credit facilities), (f) made or guaranteed any loans or advances to any third party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge or other encumbrance to arise or be granted or created against or upon any of the assets of the Company or the Subsidiaries, real or personal, tangible or intangible, (h) canceled, waived or released any of the Company's or any Subsidiary's debts, rights or claims against third parties, other than in the ordinary course of business consistent with past practices, (i) amended the articles or certificate of incorporation or by-laws (or other organizational documents equivalent thereto) of the Company or any Subsidiary, (j) made any change in the method of accounting of the Company ...
Conduct of Business; Certain Actions. Since June 30, 1999, the Company has conducted its business and operations in the ordinary course and consistent with its past practices in all material respects, and there has been no material adverse change in the financial condition, assets, operation or business prospects of the Company.
Conduct of Business; Certain Actions. (a) From the date of this Merger Agreement until the earlier of the Effective Time or the termination of this Merger Agreement, First Lancaster and the Bank shall not, and shall use their best efforts to ensure that their directors, Officers, employees, and advisors do not, directly or indirectly, institute, solicit, or knowingly encourage (including by way of furnishing any information not legally required to be furnished) any inquiry, discussion, or proposal, or participate in any discussions or negotiations with, or, except for actions reasonably considered by the Boards of Directors of First Lancaster and the Bank in their good faith judgment to be required in order to fulfill its fiduciary obligations, provide any confidential or non-public information to or negotiate with, any corporation, partnership, person or other entity or group (other than to CKF Bancorp or any CKF Bancorp Subsidiary) concerning any "Acquisition Proposal" (as defined below). First Lancaster and the Bank shall notify CKF Bancorp immediately if any Acquisition Proposal has been or should hereafter be received by First Lancaster or the Bank, such notice to contain, at a minimum, the identity of such persons, and, subject to disclosure being consistent with the fiduciary obligations of First Lancaster's and the Bank's Boards of Directors, a copy of any written inquiry, the terms of any proposal or inquiry, any information requested or discussions sought to be initiated, and the status of any reports, negotiations or expressions of interest. For purposes of this Section 6.4, "Acquisition Proposal" means any tender offer, agreement, understanding or other proposal of any nature pursuant to which any corporation, partnership, person or other entity or group, other than CKF Bancorp or any CKF Bancorp Subsidiary, would directly or indirectly (i) acquire or participate in a merger, share exchange, consolidation or any other business combination involving First Lancaster or the Bank; (ii) acquire the right to vote ten percent (10%) or more of the outstanding First Lancaster Common Stock; (iii) acquire a significant portion of the assets or earning power of the Bank; or
Conduct of Business; Certain Actions. Since June 30, 1999, Xxxxxxxxx'x has conducted its business and operations in the ordinary course and consistent with its past practices in all material respects, and there has been no material adverse change in the financial condition, assets, operation or business prospects of Xxxxxxxxx'x.
Conduct of Business; Certain Actions. Except as set forth on SCHEDULE 4.07 attached hereto, since July 31, 2001, the Company and the Subsidiaries have conducted their business and operations in the ordinary course and consistent with their past practices and have not (a) paid or declared any dividend or distribution or purchased, retired or redeemed any capital stock from any shareholder, (b) except for severance payments to be made to certain employees as contemplated by Section
Conduct of Business; Certain Actions. As used herein, "Business" means all of the business conducted by the Company, which shall be deemed to include all refractive surgery modalities, now performed, offered or made available, including, without limitation, implantable contact lenses, instromal corneal rings, laser in situs keratomileusis photorefractive keratectomy, automated lemellar keratoplasty, radial keratotomy, astigmatic keratotomy and similar procedures. Except as set forth on Schedule 3.5 attached hereto, since June 30, 1999, the Company has conducted its Business and operations of the Business in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness, or purchased, retired, or redeemed any ownership interest from, any director, officer, shareholder, employee or affiliate of the Company, or engaged in any other transaction that involves or requires distributions of money or other assets from the Company to any director, officer, shareholder, employee or affiliate of the Company if such other transaction is not done in the ordinary course of business and is not consistent with past practices of the Company, (b) increased the compensation of any directors, officers, employees, agents, contractors, vendors or other parties, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of the Company, (c) made capital expenditures exceeding $10,000 individually or $25,000 in the aggregate, (d) sold any asset (or any group of related assets) in any transaction (or series of related transactions) in which the purchase price or book value for such asset (or group of related assets) exceeded $10,000, (e) discharged or satisfied any lien or encumbrance or paid any obligation or liability, absolute or contingent, other than current liabilities incurred and paid in the ordinary course of business, (f) made or guaranteed any loans or advances to any party whatsoever, (g) suffered or permitted any lien, security interest, claim, charge, or other encumbrance to arise or be granted or created against or upon any of its assets, real or personal, tangible or intangible, (h) canceled, waived, or released any of its debts, rights, or claims against third parties, (i) amended its organizational documents, (j) made or paid any severance or termination payment to any director, officer, employee, agent, contractor, vendor or consultant, (k) made any change in its method of accounting, (l) made an...
