Conduct of Business Following Closing. (a) Immediately following the Closing, Seller will use the Cash Consideration to satisfy all outstanding Liabilities of the Seller as set forth on Section 3.03 of the Disclosure Schedules and all amounts owed to the holders of any Simple Agreements for Future Equity (SAFEs) in the Seller which will become due upon the consummation of transactions contemplated by this Agreement.
Conduct of Business Following Closing. Except as expressly set forth in this Agreement, Higher One shall be solely responsible for the conduct of the Company’s business following the Closing.
Conduct of Business Following Closing. From and after the Closing Date hereof through and including the termination date of the Rescission Period, unless Seller shall otherwise consent in writing, the Company shall, and Buyer shall cause the Company to, conduct its affairs as follows:
Conduct of Business Following Closing. Following the Closing, Seller covenants as follows:
Conduct of Business Following Closing. The Parties intend that Yazaki, through its Board majority, shall exercise full operating control over the Company while appropriately protecting the rights of minority shareholders and stock option holders.
Conduct of Business Following Closing. Parent and Buyer hereby agree that prior to January 1, 2005, unless otherwise agreed by Seller, neither Parent nor Buyer shall (a) discontinue the Business; or (b) sell the Business to a third-party without maintaining Seller's right to receive the Earn-Out Payments under Article XII of this Agreement; provided, however, nothing in this Section 8.26 shall limit in any manner either (A) Parent or Buyer's right to manage the operations of the Business subsequent to the Closing as permitted by Section 12.7 or (B) Parent's right to engage in strategic transactions at the corporate level, including by way of example, Parent's engaging in any merger, acquisition or combination, or any sale of all or substantially all of Parent's assets, or any strategic partnership, joint venture or other corporate-level transaction.
Conduct of Business Following Closing. (a) From the date hereof until the earlier to occur of (i) the Company’s acquisition of a new line of business or (ii) the two-year anniversary of the Closing Date (the “End Date”), the net income generated by the Company’s historical Xxxxx Express business after the Closing shall be (A) first, used to pay any Liabilities that either arose prior to the Closing or arise after the Closing with respect to the Company’s historical Xxxxx Express business, including, without limitation, any Liabilities with respect to that certain Sublease Agreement dated as of January 1, 2015 by and between the Company and Acadia Properties, LLC, and (B) second, paid to employees as directed by Xxxx Xxxxxx; provided, however, that such payments shall not exceed $100,000 per year. Furthermore, from the date hereof until the End Date, the existing management team of the Company (including, without limitation, the Company’s Principal Executive Officer, Principal Financial Officer and Principal Accounting Officer) shall remain with the Company in their respective positions to continue to operate the Company’s historical Xxxxx Express business in the ordinary course of its normal operations and consistent with its past practices of the Company prior to the Closing.
Conduct of Business Following Closing. (a) During the Period, Purchaser shall not sell or otherwise dispose of either Company or its business, nor shall either Company be merged or consolidated with another entity.
Conduct of Business Following Closing. (a) Buyer shall have the right, only after consultation with the Sellers' Representative, to make material business decisions affecting the Company and its business, properties, operations and products after the Closing Date with respect to the manufacturing and servicing of electronic and mechanical petroleum dispensing systems, including petroleum dispensers, point-of-sale systems and dispenser payment terminals, to owners of retail fuel service stations, convenience stores, hypermarkets and other retailers and other commercial customers including, but not limited to, the right to (i) establish all prices for the Company's products; (ii) modify existing products; (iii) determine when and how to introduce new products; (iv) determine the future level of research and development expenditures; and (v) determine whether such products should be sold or otherwise distributed, and if distributed, the method of distribution (lease, rental, set purchase plan, etc.). (b) Buyer agrees, for the mutual benefit of itself and the Sellers, to operate the Company in good faith, taking into account the Sellers' desire to maximize the Contingent Payment provided herein, and to devote the degree of attention, financing, support, engineering expertise, marketing talent and personnel to the business of the Company as Buyer, in its good faith business judgement, deems consistent with the operation of the other facets of Buyer. Buyer agrees to provide working capital to the Company following the Closing in the form of loans or capital contributions. Any such loan shall bear interest at a rate not higher than Buyer's cost of capital. The amount of such loans or contributions, if any, shall be determined by the Board of Directors of the Company. ARTICLE II
Conduct of Business Following Closing. (a) In relation to Buyer’s conduct of the Business after the Closing Date, Buyer agrees that it will: (a) comply with all Laws applicable to the conduct of the Business; and (b) use Commercially Reasonable Efforts to commercialize the Product in the United States at all times until Buyer’s obligation to pay royalties hereunder is reduced pursuant to the first sentence of Section 2.6(b). In addition, Buyer acknowledges that the Product and certain technology related to the Product are subject to export and re-export controls administered by the United States Department of Commerce and agrees that the Buyer will comply with all such applicable controls, including export and re-export licensing requirements.
