Conduct of Business; Interim Operations. Pending the Closing of this Agreement and the transactions contemplated thereby, Xxxxxxxx shall use their best efforts to conduct the business of World Wide in a reasonable and prudent manner in accordance with its past practices, to preserve its existing business organizations and relationships with its employees, customers, clients and others with whom it has a business relationship, to preserve and protect its properties, and to conduct its business in compliance with applicable laws and regulations. Without the prior written consent of TRSG, World Wide shall not:
(a) merge into or with or consolidate with, any other corporation;
(b) amend its articles of incorporation or bylaws;
(c) issue any capital stock or other securities, or grant or enter into any agreement to grant, any options, convertible rights, warrants, calls, or agreements relating to its securities;
(d) enter into, or terminate, any material agreement;
(e) engage in any one or more activities or transactions outside the ordinary course of business;
(f) enter into any transaction or make any commitment which could result in any of the warranties and representations of Xxxxxxxx contained in this Agreement not being true and correct after the occurrence of such transaction or event.
Conduct of Business; Interim Operations. The Company covenants that, after execution of the Agreement, but before the Closing Date, the Company will use its best efforts to conduct its business and operations in a reasonable and professional manner and in accordance with past practices, to preserve its existing business organization and its relationships with its employees and other third parties, to preserve and protect its assets, and to conduct its business in compliance with all applicable laws and regulations. Prior to the Closing Date, the Company will promptly inform Purchaser of any material developments or transactions involving the Company that arise after the date the parties execute this Agreement through the Closing Date.
Conduct of Business; Interim Operations. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time of the Merger, OptaPhone agrees, subject to the limitations described in Section 5.1(r) below, to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due, subject to good faith disputes over such debts or taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. OptaPhone shall promptly notify Zhone of any event or occurrence where such event or occurrence would result in a breach of any covenant of OptaPhone set forth in this Agreement or cause any representation or warranty of OptaPhone set forth in this Agreement to be untrue as of the date of, or giving effect to, such event or occurrence. Except as expressly contemplated by this Agreement, OptaPhone shall not, without the prior written consent of Zhone:
(a) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the OptaPhone Intellectual Property Rights;
(b) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party;
(c) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities (except...
Conduct of Business; Interim Operations. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement, Corporation agrees, subject to the limitations described in Section 5.1(r) below, to carry on its business in the usual, regular and ordinary course in substantially the same manner as previously conducted, to pay its debts and taxes when due, subject to good faith disputes over such debts or taxes, to pay or perform its other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and key employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. Corporation shall promptly notify Pathways of any event or occurrence where such event or occurrence would result in a breach of any covenant of Corporation set forth in this Agreement or cause any representation or warranty of Corporation set forth in this Agreement to be untrue as of the date of, or giving effect to, such event or occurrence. Except as expressly contemplated by this Agreement, Corporation shall not, without the prior written consent of Pathways:
(a) transfer or license to any person or entity or otherwise extend, amend or modify any rights to the Corporation Intellectual Property Rights;
(b) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or purchase or otherwise acquire, directly or indirectly, any shares of its capital stock except from former employees, directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service by such party;
(c) issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or securities convertible into shares of its capital stock, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities (except upon the exercise...
Conduct of Business; Interim Operations. Except as expressly contemplated by this Combination Agreement, the Parties acknowledge and agree that Axalto and Gemplus shall, and shall cause their respective Subsidiaries to, use their commercially reasonable efforts to conduct their respective businesses and operations in all material respects in the ordinary and usual course of business consistent with their past practice, it being understood that, from the date of execution of this Combination Agreement until the date of Completion of the Contribution in Kind, neither Axalto nor Gemplus shall, nor shall either permit any of its Subsidiaries to (without the prior consent of the other Party, with such consent not being unreasonably withheld or delayed):
(a) amend its articles of association, by-laws or other comparable governing instruments, other than in relation to one or both of the following: (i) the issuance of shares upon exercise of outstanding Gemplus stock options or the contribution of shares of the Gemplus French Subsidiary or (ii) the renewal by Gemplus for a period of five years of the authorizations to issue shares in accordance with the current authorized share capital as set out in Article 5.2 of the articles of association of Gemplus;
(b) (i) issue, split, combine or reclassify any shares or capital stock (or rights to acquire shares of capital stock), except pursuant to obligations in effect on the date hereof or pursuant to existing employee stock option or stock purchase plans or the contribution of shares of the Gemplus French Subsidiary to Gemplus in amounts and to the extent consistent with past practice or (ii) amend in any material respect any material term of any outstanding security;
(c) repurchase, redeem or otherwise acquire any shares or capital stock or permit its Subsidiaries (other than wholly-owned subsidiaries) to repurchase, redeem or otherwise acquire any shares or capital stock (or rights to acquire shares or capital stock), except that each of Axalto and Gemplus may repurchase, redeem or acquire shares in it in connection with its employee stock plans in amounts and to the extent consistent with past practice;
(d) make any declaration, set aside a payment of, or pay any dividend or other distribution in respect of its capital stock or the capital stock of its Subsidiaries except (i) dividends by a wholly-owned Subsidiary of either Axalto or Gemplus to another wholly-owned Subsidiary of such Party; and (ii) the SAIT Dividend;
(e) make or commit to make any capital...
Conduct of Business; Interim Operations. As long as this letter remains in effect, the Shareholders will cause Xxxxx to use its best efforts to conduct its business in a reasonable and prudent manner in accordance with past practices, to preserve its existing business organizations and relationships with its employees, customers, suppliers, and others with whom it has a business relationship, to preserve and protect its properties, and to conduct its business in compliance with all applicable laws and regulations.
Conduct of Business; Interim Operations. Until the Closing or termination of this Agreement, Sellers will conduct the business of Emerald Valley in a reasonable and prudent manner in accordance with past practices, preserve its existing business organization and relationships with its employees, customers, suppliers and others with whom it has a business relationship, preserve and protect the Assets, and conduct the business in compliance with all applicable laws and regulations.
Conduct of Business; Interim Operations. As long as this Memorandum remains in effect, Synergetics will use its best efforts to conduct its business in a reasonable and prudent manner in accordance with past practices, to preserve its existing business organizations and relationships with its employees, customers, suppliers, and others with whom it has business relationships.
Conduct of Business; Interim Operations. Until the First Closing or termination of this Agreement, Sellers will conduct the business of CIBO in a reasonable and prudent manner in accordance with past practices, preserve its existing business organization and relationships with its employees, customers, suppliers and others with whom it has a business relationship, preserve and protect its assets, and conduct the business in compliance with all applicable laws and regulations.
Conduct of Business; Interim Operations. As long as this letter remains in effect, Seller will use its best efforts to conduct its business in a reasonable and prudent manner in accordance with past practices, to preserve its existing business organizations and relationships with its employees, customers, suppliers, and others with whom it has a business relationship, to preserve and protect its properties, avoid any and all liens, and to conduct its business in compliance with all applicable laws and regulations.
