Conduct of Business; Certain Actions. Except for the Strip-Out ------------------------------------ Transactions (as defined in Section 4.2, below) or as set forth in Schedule 3.6, ------------ since December 31, 1996, EME has conducted its business and operations in the ordinary course and consistent with its past practices and has not (a) purchased or retired any indebtedness from any Seller or any of its shareholders, partners, members or other owners (an "Equity Holder") and has not purchased, retired, or redeemed any stock, partnership or membership interest, or other ownership interest from any Seller or Equity Holder, (b) increased the compensation of any of the Sellers, shareholders, partners, members or other owners, or key employees or, except for wage and salary increases made in the ordinary course of business and consistent with the past practices of EME, increased the compensation of any other employees of EME, (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 for such asset (or group of related assets) exceeded $10,000 (other than sales of inventory in the ordinary course of business), (e) discharged or satisfied any lien or encumbrance or paid any material 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 (other than advances made to employees in the ordinary course of business consistent with past practices) 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 material debts, rights, or claims against third parties, (i) amended its articles of incorporation, articles of organization, bylaws, partnership agreement or other organizational documents, (j) made or paid any severance or termination payment to any employee or consultant, (k) made any change in its method of accounting, (l) made any investment or commitment therefor in any person, business, corporation, association, partnership, limited liability company, joint venture, trust, or other entity, (m) made, entered into, amended, or terminated any written employment contract, (n) created, made, amended, or terminated any ...
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. 3.6
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 4.7 and for the transactions contemplated by this Agreement, since the Statement Date, each of the Company and its Subsidiaries has conducted its business and operations in the ordinary course and consistent with past practices and neither the Company nor its Subsidiaries has:
Conduct of Business; Certain Actions. Except to the extent necessary to consummate the transactions specifically contemplated by this Reorganization Agreement, Bancorp and Stock Bank shall not, and shall use their respective best efforts to ensure that their respective 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 provide any confidential or non-public information to, any corporation, partnership, person or other entity or group (other than to Kearny) concerning any "Acquisition Proposal" (as defined below), except for actions reasonably considered by the Board of Directors of Bancorp, based upon the advice of outside legal counsel, to be required in order to fulfill its fiduciary obligations. Bancorp shall notify Kearny immediately if any Acquisition Proposal has been or should hereafter be received by Bancorp or Stock Bank, such notice to contain, at a minimum, the identity of such persons, and, subject to disclosure being consistent with the fiduciary obligations of Bancorp's Board 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, "
Conduct of Business; Certain Actions. Since June 30, 2000, the Company and its Subsidiary have conducted their business and operations in the ordinary course and consistent with past practices. Without limiting the foregoing, except as set forth on Schedule 4.7, neither the Company nor its Subsidiary has since June 30, 2000:
Conduct of Business; Certain Actions. Except as set forth on Schedule 5.4 attached hereto, since January 1, 1999, Seller has conducted its business and its operations in the ordinary course and consistent with past practices and has not:
Conduct of Business; Certain Actions. Except as set forth on Schedule 5.7 attached hereto, since September 30, 2001, the Company has conducted its business and operations in the Ordinary Course of Business and has not:
Conduct of Business; Certain Actions. Except as set forth on ------------------------------------ Schedule 5.1.16 attached hereto, from March 3, 2000 to the date hereof, AJ --------------- Indoor has, in all material respects, conducted its Business in the ordinary course and consistent with past practices and has:
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:
