Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other:
(i) except for (A) the issuance of shares of Global Common Stock and U S WEST Common Stock in the ordinary course of business and in a manner consistent with past practice in amounts not exceeding the amounts set forth in Schedule 6.2 in order to satisfy obligations under employee benefit plans disclosed in Schedule 4.3 or 5.3 and U S WEST Equity Rights or Global Equity Rights issued thereunder and under existing dividend reinvestment plans; (B) grants of stock options with respect to Global Common Stock or U S WEST Common Stock to employees as set forth on Schedule 6.2 hereto in the ordinary course of business and in a manner consistent with past practice; (C) the issuance of shares of Global Common Stock pursuant to t...
Conduct of Business in the Ordinary Course. Except as specifically provided for in this Agreement, EQBK shall conduct its business in the ordinary course as heretofore conducted. For purposes of this Section 6.09, the ordinary course of business shall consist of the banking and related business as presently conducted by EQBK and its Subsidiaries, and engaging in acquisitions and assisting in the management of its Subsidiaries.
Conduct of Business in the Ordinary Course. Since the Balance Sheet Date, and excluding the transactions contemplated in this Agreement there has not been:
a. any change in the assets, liabilities, financial condition, or operating results of the Company from that reflected in the Financial Statements, other than changes in the ordinary course of business that have not been, in the aggregate, materially adverse;
b. any damage, destruction or loss, whether or not covered by insurance, that has materially and adversely affected the business, properties, prospects, of financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted);
c. any waiver or compromise by the Company of a valuable right or of a material debt owed to it;
d. any satisfaction or discharge of any lien, claim, or encumbrance or payment of any obligation by the Company, except in the ordinary course of business and that is not material to the business, properties, prospects, of financial condition of the Company (as such business is presently conducted and as it is presently proposed to be conducted);
e. any material changes to a Material Contract or arrangement by which the Company or any of its assets is bound or subject;
f. any material change in any compensation arrangement or agreement with any employee, officer, director, or shareholder;
g. any sale, assignment, or transfer of any patents, trademarks, copy rights, trade secrets, or other intangible assets;
h. any resignation or termination of employment of any key officer of the Company, and the Company, to the best of its knowledge, does not know of the impending resignation or termination of employment of any such officer;
i. receipt of notice that there has been a loss of, or material order cancellation by, any major customer of the Company;
j. any mortgage, pledge, transfer of a security interest in, or lien, created by the Company, with respect to any of its material properties or assets, except liens for taxes not yet due or payable;
k. any loans or guarantees made by the Company to or for the benefit of its employees, shareholders, officers, or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course of its business;
l. any declaration, setting aside, or payment of any dividend or other distribution of the Company's assets in respect to any of the Company's capital stock, or any direct or indirect redemption, purchase, or other acquisition o...
Conduct of Business in the Ordinary Course. The Seller shall cause each of the Companies to conduct their business only in the ordinary course. By way of amplification and not limitation, except as otherwise provided herein, the Seller shall cause the Companies, without the prior written consent of the Buyer, not to do any of the following: (i) borrow or agree to borrow any material amount of funds or incurred any liability or obligation of any nature (whether accrued, absolute, contingent or otherwise), or guarantee or agree to guarantee any obligations of others, (ii) cancel any indebtedness owing to any of them or any claims that any of them might possess, waive any material rights of substantial value or sell, lease, encumber, transfer or otherwise dispose of, or agree to sell, lease, encumber, or otherwise dispose of their respective assets or permit any of their respective assets to be subjected to any mortgage, pledge, lien, security interest, encumbrance, restriction or charge of any kind, (iii) make any capital expenditure or commitment therefor, (iv) declare or pay any dividend or make any distribution on any shares of their respective capital stock, or redeem, purchase or otherwise acquire any shares of their respective capital stock or any option, warrant or other right to purchase or acquire any such shares, (v) increase their respective indebtedness for borrowed money or make any loan to any Person, (vi) write off as uncollectible any notes or accounts receivable, except write-offs in the ordinary course of business charged to applicable reserves, (vii) make any material change in any method of accounting or auditing practice, (viii) otherwise conduct their respective business or enter into any transaction, except in the usual and ordinary manner, or (ix) agree, whether or not in writing, to do any of the foregoing.
Conduct of Business in the Ordinary Course. Except as specifically provided for in this Agreement, FFIN shall conduct its business in the ordinary course as heretofore conducted. For purposes of this Section 6.08, the ordinary course of business shall consist of the banking and related business as presently conducted by FFIN and its Subsidiaries, and engaging in acquisitions and assisting in the management of its Subsidiaries.
Conduct of Business in the Ordinary Course. The Seller shall not ----------------------------------------------- permit to be done any act which would result in the breach of any of the covenants of the Seller or Nickleby's contained herein or which would cause the representations and warranties of the Seller or Nickleby's contained herein to become untrue or inaccurate as of any date subsequent to the date hereof. Without limiting the generality of the foregoing, the Seller shall take all necessary actions to cause Nickleby's to (i) operate its business diligently in the ordinary course of business as an ongoing concern and will use its best efforts to preserve intact Nickleby's organization and operations at current levels, to retain the services of Nickleby's present employees and to preserve Nickleby's relationships with its suppliers and customers and others having business relationships with Nickleby's; (ii) maintain in good operating condition, ordinary wear and tear excepted, all of Nickleby's assets and properties which are in such condition as of the date hereof; (iii) maintain the books, accounts and records of Nickleby's in the usual, regular and ordinary manner on a basis consistent with past practice in recent periods; (iv) refrain from entering into any contract, agreement, sales order, lease, capital expenditure or other commitment of a value in excess of $1,000.00 (other than purchases of raw materials and sales of inventory in the ordinary course of business), or from modifying, amending, canceling or terminating any of such contracts, agreements, leases or other commitments presently in force, except as expressly contemplated by this Agreement, without the prior approval of the Company (which approval shall not be unreasonably withheld and which may be verbal to be followed by written confirmation); (v) refrain from paying any bonus to any employee, officer or director and from declaring or paying any dividend, or making any other distribution in respect of, or from redeeming, the Nickleby's Common Shares; and (vi) refrain from issuing any capital stock of Nickleby's or any other securities convertible into such capital stock.
Conduct of Business in the Ordinary Course. Pioneer ------------------------------------------ and the Bank shall conduct their business only in the ordinary course. By way of amplification and not limitation, except as otherwise provided herein, neither the Bank nor Pioneer shall without the prior written consent of Central, which consent shall not be unreasonably withheld:
(a) issue or cause to be issued any shares of capital stock or any options, warrants, or other rights to subscribe for or purchase any shares of capital stock or any securities convertible into or exchangeable for shares of capital stock of Pioneer or the Bank;
(b) declare, set aside, or pay any dividend or distribution (whether in cash, shares or otherwise) with respect to the shares of capital stock of Pioneer or the Bank and none shall be provided for in Pioneer's Disclosure Letter;
(c) except for the payment of directors' fees of $400.00 per regularly scheduled monthly meeting and $25.00 for each committee meeting attended, make any payment to any of Pioneer's or the Bank's directors;
(d) directly or indirectly redeem, purchase, or other- wise acquire any shares or capital stock;
(e) effect a split, reverse split, reclassification, or other change of any shares of capital stock, or other reorga- nization or recapitalization;
(f) amend the Charter or Articles of Incorporation, as appropriate, or Bylaws of Pioneer or the Bank;
(g) except in the ordinary course of business or as provided in Section 6.04(g) of the Pioneer Disclosure Letter, consistent with past practice and upon prior consultation with Central, increase the compensation payable or to become payable to any of their directors, officers or employees (including any salary, bonus, insurance, pension, or other benefit plan, payment or arrangement made to, for or with any of such officers or employees) regardless of whether such increase was authorized prior to the execution of this Agreement;
(h) except in the ordinary course of business, borrow or agree to borrow any amount of funds or incur any obligation or liability, or directly or indirectly guarantee or agree to guarantee any obligations of others except letters of credit entered into in the ordinary course of business;
(i) except with respect to (a) any agreement, contract or commitment that (when taken together with any other agreements, contracts or commitments from the same vendor or its affiliates) involves less than $10,000.00, or (b) the making of a loan or a commitment therefor, enter into any agreement,...
Conduct of Business in the Ordinary Course. Except as expressly contemplated in this Agreement, since the date of establishment of the Target Company, the Business has been conducted only in the Ordinary Course and in conformity with past practice. Without limiting the generality of the foregoing, the Target Company has not:
3.9.1 Created any Encumbrance on any asset;
3.9.2 Sold, leased or transferred or agreed to sell, lease or transfer any assets or rights with a gross book value in excess of XXX 00 xxxxxxxx , xxxxx than inventory sold or transferred in the Ordinary Course;
3.9.3 Canceled or agreed to cancel any debts or claims, waived or agreed to waive any rights of value, or allowed to lapse or failed to keep in force any franchise, permit or other right, in each case involving an amount in excess of XXX 00 xxxxxxxx ;
3.9.4 Made or permitted any amendment or termination of any contract, agreement or license involving an amount in excess of XXX 00 xxxxxxxx ;
3.9.5 Undertaken or committed to undertake capital expenditures exceeding XXX 00 thousand for any single project or related series of projects;
3.9.6 Increased the compensation paid or to become payable to any Officers or Employees, except for increases in the Ordinary Course consistent with past practice.
3.9.7 Undergone any adverse change in its relationship with suppliers, customers, distributors and lessors;
3.9.8 Instituted, settled or agreed to settle any litigation, action, or proceeding before any Governmental Authority relating to the Business or assets of the Target Company or otherwise affecting the conduct of the Business; or
3.9.9 Entered into or become committed to enter into any other transaction of a type not set forth above in excess of XXX 00 xxxxxxxx .
Conduct of Business in the Ordinary Course. The Company, TTI and each Subsidiary have conducted the Business only in the ordinary course and consistent with past practice.
Conduct of Business in the Ordinary Course. From the date hereof through the Closing Date, the D&R Shareholders shall cause D&R to conduct its business substantially in the manner in which it is currently conducted.
