CONDUCT OF BUSINESS DURING EARN-OUT PERIOD Sample Clauses

CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. 2.1 The Parent agrees that during the Earn-Out Period it shall not, and shall procure that each other Buyer’s Group Undertaking shall not, without the written consent of the Institutional Sellers’ Representative and the Management Sellers’ Representative (each consent not to be unreasonably withheld or delayed), take, or omit to take, any action that is intended to reduce, or the principal purpose of which is to reduce, the Actual Gross Contribution and will procure that the Business will be carried on in a commercially reasonable manner consistent with the manner in which the Business was carried in the three month period prior to the Locked Box Date. 2.2 The Parent agrees that during the Earn-Out Period, unless the Institutional Sellers’ Representative and the Management Sellers’ Representative otherwise consent in writing (each consent not to be unreasonably withheld or delayed), the Parent shall: 2.2.1 procure that each Earn-Out Group Company shall continue to operate its business in the ordinary course and without intent to reduce the Actual Gross Contribution; 2.2.2 not take steps, or procure that steps are taken, to voluntarily wind up any Earn-Out Group Company, or to appoint or voluntarily to seek the appointment of any administrator or receiver in respect of substantially all of the assets of a Earn-Out Group Company, save where the directors of an Earn-Out Group Company acting in good faith consider it their duty to cause such winding-up and/or appointment because of the financial or trading position of such Earn-Out Group Company and/or where such Earn-Out Group Company is insolvent or unable to pay its debts as they fall due or save for the purposes of a bona fide reconstruction or intra-group amalgamation; 2.2.3 not, and shall procure that no other Buyer’s Group Undertaking shall, do or say anything which is intended to cause a customer or supplier of the Business to acquire comparable products from a Buyer’s Group Undertaking (other than, in each case, another Earn-out Group Company); 2.2.4 procure that as between the Earn-Out Group Company and the Parent and each of the Buyer Group Undertakings (excluding the Earn-Out Group Company) expenses are allocated in a commercially reasonable manner; and 2.2.5 procure that no Earn-Out Group Company enters into or agrees to enter into any arrangement or agreement with a Buyer’s Group Undertaking (other than, in each case, with another Earn-Out Group Company) that is intended to reduce the Actual Gros...
Sample 1See All (4)
AutoNDA by SimpleDocs
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. During the Earn-Out Period, unless terminated pursuant to their respective employment agreements, the Shareholders shall be entitled to operate and manage the business of the Company, consistent with prudent business practices. CORESTAFF agrees that it will not, during the Earn-Out Period, unreasonably require that the business of the Company be operated substantially differently than it was operated in the past, unreasonably change the prices charged, the level of compensation of full-time corporate employees and the level of "G&A" expenses, unless the prior practices are unreasonable or imprudent, and in no event shall CORESTAFF do any of the foregoing during the Earn-Out Period without the prior consultation with and notice to the Shareholders. In addition, during the Earn-Out Period, CORESTAFF will provide such capital to the Company as reasonably necessary to operate the business as provided in the budget of the Company as agreed to by CORESTAFF and the Shareholders prior to the date hereof; provided that in no event shall CORESTAFF be required to fund capital in excess of $1,000,000 to the Company during the Earn-Out Period. The Parties shall agree on the Company's employees that are eligible to participate in the Buyer's stock option programs.
Sample 1
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. During the Earn-Out Period, Buyer (together with the Key Employees, as long as they remain employed by Buyer or its designee) shall be entitled to operate and manage the Business, consistent with prudent business practices.
Sample 1
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. During the Earn-Out Period, Buyer shall be entitled to operate and manage the business of Target, consistent with prudent business practices with the same degree of autonomy as the Sellers had prior to the sale of the Shares to Buyer, and without undo interference from Sellers or any of their Affiliates. Buyer agrees that it will not, during the Earn-Out Period, unreasonably require that the business of Target be operated differently than it was operated in the past, unreasonably change the prices charged, the level of compensation of full-time corporate employees and the level of general and administrative expenses, unless the prior practices are unreasonable or imprudent. During the Earn-Out Period, Buyer shall not, without the consent of a Majority in Interest of the Major Sellers, (i) merge or consolidate Target with any other Person, whether or not affiliated with Buyer, or sell all or substantially all of the assets of Target, (ii) dispose of assets of Target outside the Ordinary Course of Business, or (iii) dissolve the Target or fail to take any actions necessary to preserve the status of Target as a corporation.
Sample 1
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. From February 1, 1999 until January 31, 2000, the Buyer will conduct its operations as follows:
Sample 1
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. During the Earn-Out Period (as defined in the Earn-Out Agreement), Buyer agrees to operate the Business in good faith, and in a manner that is not intended to frustrate or diminish the Earn-Out, all as further described and set forth in the Earn-Out Agreement. Subject to the foregoing, Buyer shall have full discretion to operate the Business in a manner intended to optimize the results of operations and prospects of Buyer’s business taken as a whole (inclusive of the Business).
Sample 1
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. A. During the Earn-Out Period, Buyer shall (i) maintain a financial record keeping system that enables it to separately account for all items of revenue and expense of the Del Monte Business Unit and the Parent Protein Division necessary to calculate Adjusted DM EBITDA of the Del Monte Business Unit and Parent Protein Division’s Adjusted EBITDA hereunder; and (ii) not act in a manner the primary intent of which is to adversely affect the Del Monte Business Unit’s ability to achieve the Performance Targets set forth in Article II above on account of the Del Monte Business Unit’s Adjusted DM EBITDA. B. Within thirty (30) days of the approval by Parent’s board of directors of the Parent Protein Division’s Budgeted Adjusted EBITDA for a particular fiscal year that will end prior to the last day of any Earn-Out Period, Buyer shall provide the Sellers’ Representative with notice of the establishment of such Parent Protein Division’s Budgeted Adjusted EBITDA and the amount thereof.
Sample 1
AutoNDA by SimpleDocs
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD. During the Earn-Out Period, Gallxxxxx xxxll be entitled to operate and manage the business of the Dickxxx Xxxup consistent with the Ordinary Course of Business and shall cause the books and records of the Dickxxx Xxxup to be maintained in a manner so that Adjusted EBTDA may be properly determined. Acquiror shall have the right to supervise or consult with Gallxxxxx xxxcerning the operations and management of the business of the Dickxxx Xxxup during the Earn-Out Period. Acquisition Corp. and Gallxxxxx xxxl not be allowed to borrow funds or to incur Long-Term Debt; provided, however, that in the event Acquisition Corp. requires cash or working capital during the Earn-Out Period, Acquiror shall loan the necessary funds to Acquisition Corp. in the Ordinary Course of Business in accordance with substantially similar terms and conditions as Dickxxx XXX's current working capital line of credit. Under no circumstance shall Acquiror be required to loan funds to Acquisition Corp. for capital expenditures or investments other than for normal maintenance and repair items during the Earn-Out Period.
Sample 1
CONDUCT OF BUSINESS DURING EARN-OUT PERIOD 
Sample 1

Related to CONDUCT OF BUSINESS DURING EARN-OUT PERIOD

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Withdrawals during Concession Period 27.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such month and retained in the Escrow Account and paid out therefrom in the month when due: (a) all taxes due and payable by the Concessionaire for and in respect of the Project; (b) all payments relating to construction of the Project, subject to and in accordance with the conditions, if any, set forth in the Financing Agreements; (c) O&M Expenses, subject to the ceiling, if any, set forth in the Financing Agreements; (d) O&M Expenses and other costs and expenses incurred by the Authority in accordance with the provisions of this Agreement, and certified by the Authority as due and payable to it; (e) Concession Fee or Annual Concession Fee, as the case may be, due and payable to the Authority; (f) monthly proportionate provision of Debt Service due in an Accounting Year; (g) all payments and Damages certified by the Authority as due and payable to it by the Concessionaire; (h) monthly proportionate provision of debt service payments due in an Accounting Year in respect of Subordinated Debt; (i) any reserve requirements set forth in the Financing Agreements; and (j) balance, if any, in accordance with the instructions of the Concessionaire. 27.3.2 The Concessionaire shall not in any manner modify the order of payment specified in Clause 27.3.1, except with the prior written approval of the Authority.

  • Sales During Pre-Settlement Period Notwithstanding anything herein to the contrary, if at any time on or after the time of execution of this Agreement by the Company and an applicable Purchaser, through, and including the time immediately prior to the Closing (the “Pre-Settlement Period”), such Purchaser sells to any Person all, or any portion, of any shares of Common Stock to be issued hereunder to such Purchaser at the Closing (collectively, the “Pre-Settlement Shares”), such Purchaser shall, automatically hereunder (without any additional required actions by such Purchaser or the Company), be deemed to be unconditionally bound to purchase, and the Company shall be deemed unconditionally bound to sell, such Pre-Settlement Shares to such Purchaser at the Closing; provided, that the Company shall not be required to deliver any Pre-Settlement Shares to such Purchaser prior to the Company’s receipt of the purchase price of such Pre-Settlement Shares hereunder; and provided further that the Company hereby acknowledges and agrees that the forgoing shall not constitute a representation or covenant by such Purchaser as to whether or not during the Pre-Settlement Period such Purchaser shall sell any shares of Common Stock to any Person and that any such decision to sell any shares of Common Stock by such Purchaser shall solely be made at the time such Purchaser elects to effect any such sale, if any.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 1997-1 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (such product for any such date, a "Percentage Allocation") shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Unbroken Vacation Period An Employee shall receive an unbroken period of vacation unless mutually agreed upon between the Employee and the Employer.

  • Union Activity During Working Hours Solicitation of Union membership or collection or checking of dues will not be conducted during working time. The Company agrees not to discriminate in any way against any employee for Union activity, but such activity shall not be carried on during working time, except as specifically allowed by the provisions of this Agreement.

  • Time off during notice period During the period of notice of termination given by the employer, an employee shall be allowed up to one day's time off without loss of pay for the purpose of seeking other employment. This time off shall be taken at times that are convenient to the employee after consultation with the employer.

  • Employee leaving during notice period An employee given notice of termination in circumstances of redundancy may terminate their employment during the period of notice. The employee is entitled to receive the benefits and payments they would have received under this clause had they remained in employment until the expiry of the notice, but is not entitled to any payment in lieu of any remaining notice.

  • Outside Activities During Employment Except with the prior written consent of the Board, you will not during the term of your employment with the Company undertake or engage in any other employment, occupation or business enterprise, other than ones in which you are a passive investor. You may engage in civic and not-for-profit activities so long as such activities do not materially interfere with the performance of your duties hereunder. You agree not to acquire, assume or participate in, directly or indirectly, any position, investment or interest known to be adverse or antagonistic to the Company, its business or prospects, financial or otherwise.

  • Required Payments; Termination Any outstanding Advances and all other unpaid Obligations shall be paid in full by the Borrower on the Facility Termination Date.

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!