CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, Acquiror will not, without the prior written consent of the Company;
(a) amend its certificate of incorporation (other than to provide for the issuance of preferred stock and to increase its authorized shares of common stock or any series thereof);
(b) issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class; PROVIDED, HOWEVER, that Acquiror may (i) issue shares of its capital stock upon the exercise of options outstanding on the date hereof, (ii) grant options to purchase shares of its capital stock (and issue any shares of capital stock upon exercise of such options) pursuant to employee compensation arrangements consistent with past practices, (iii) issue shares of common stock upon conversion of any shares of capital stock, and (iv) issue shares of capital stock at or above fair market value;
(c) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock, except for dividends declared and paid consistent with Acquiror's past practice;
(d) (i) enter into a transaction or (ii) except for Indebtedness incurred in connection with Section 2.01(b), create, incur or assume any Indebtedness not currently outstanding (including obligations in respect of capital leases but excluding indebtedness incurred in refinancing, replacement or substitution of indebtedness that is currently outstanding) that in the case of clauses (i) or (ii) would result in a down-grading below investment grade in the rating of any rated debt securities of the Company by both Standard & Poors Corporation and Moodx'x Xxxestors Service;
(e) sell, lease or dispose of any assets material to Acquiror and its Subsidiaries taken as a whole, other than (i) sales of inventory in the ordinary course of business consistent with past practices and (ii) in connection with or in exchange for acquisitions of assets related to the business of Acquiror;
(f) make any material change in the lines of business in which it participates or is engaged; or
(g) take, or agree in writing or otherwise to take, any of the foregoing actions or any other actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorr...
CONDUCT OF BUSINESS OF ACQUIROR. Acquiror hereby covenants and agrees that, from the date of this Merger Agreement until the Effective Time, Acquiror, except for obligations under Agreements in existence on the date of this Merger Agreement with respect to Mobile Satellite Ventures LLC and except for the Proposed Satellite Restructuring, unless otherwise expressly contemplated by this Merger Agreement or consented to in writing by the Company, which consent shall not be unreasonably withheld, will, and will cause the Acquiror Subsidiaries to, carry on its and their respective businesses only in the Ordinary Course of Business, use their respective reasonable best efforts to preserve intact their business organizations and Assets, maintain their rights and franchises, retain the services of their officers and key employees and maintain their relationships with customers, suppliers, licensors, licensees and others having business dealings with them, and use their respective reasonable best efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained. Without limiting the generality of the foregoing, but subject to the exception for matters relating to Mobile Satellite Ventures LLC set forth in the immediately preceding sentence and except for the Proposed Satellite Restructuring, except as otherwise expressly contemplated by this Merger Agreement or as consented to in writing by the Company, which consent shall not be unreasonably withheld, from the date of this Merger Agreement until the Effective Time Acquiror shall not, and shall not permit any Acquiror Subsidiary to:
(a) (i) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee, except for increases or bonuses in the Ordinary Course of Business to employees who are not directors or officers; (ii) grant any severance or termination pay to, or enter into any severance Agreement with, any director, officer or employee (other than pursuant to the normal severance practices or existing Agreements of Acquiror or any Acquiror Subsidiary in effect on the date of this Merger Agreement), or enter into any employment Agreement, change of control Agreements or other similar Agreements or understanding with any director, officer or employee; (iii) establish, adopt, enter into or amend any Plan or Other Arrangement, except as may be required to comply with applicable Law; (iv) pay any material benefits not ...
CONDUCT OF BUSINESS OF ACQUIROR. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Acquiror agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by Target, which consent shall not be unreasonably withheld or delayed), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Acquiror further agrees to (i) pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, (ii) pay all amounts due or other outstanding obligations owed to suppliers and vendors when due subject to good faith disputes over such amounts or obligations, or (iii) pay or perform other obligations when due, and (iv) to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Acquiror agrees to promptly notify Target of any event or occurrence not in the ordinary course of its business, and of any event that would reasonably be expected to have a Material Adverse Effect on Acquiror. Without limiting the foregoing, except, as such actions are taken to effect a stock split or reverse stock split for purposes of remaining listed on the NASDAQ National Market, or as expressly contemplated by this Agreement, Acquiror shall not do, cause or permit any of the following, without the prior written consent of Target, which consent shall not be unreasonably withheld or delayed:
CONDUCT OF BUSINESS OF ACQUIROR. During the period from the date of ------------------------------- this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement or as set forth in the Acquiror Disclosure Letter, Acquiror shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Target (which consent shall not be unreasonably withheld):
CONDUCT OF BUSINESS OF ACQUIROR. During the period from the date of this Agreement to the Effective Time, Acquiror shall not engage in any business or activity of any nature except as provided in or contemplated by this Agreement.
CONDUCT OF BUSINESS OF ACQUIROR. From and after the date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with Article 8, Acquiror shall not, and it shall cause its Subsidiaries not to, except as expressly required by this Agreement or any Ancillary Document, as required by applicable Law (including any Pandemic Measures), as set forth on Section 6.10 of the Acquiror Disclosure Schedules, or as expressly consented to in writing by the Company, do any of the following:
(a) seek an approval from the Pre-Closing Acquiror Stockholders of, or otherwise adopt, any amendments, supplements, restatements or modifications to the Trust Agreement or the Governing Documents of any Acquiror Party;
(b) (i) declare, set aside or pay any dividends on, or make any other distribution in respect of any outstanding Equity Securities of any Acquiror Party, (ii) adjust, split, combine, subdivide, recapitalize, reclassify or otherwise effect any change in respect of any Equity Securities of any Acquiror Party, or (iii) other than in connection with the Acquiror Stockholder Redemption, in connection with the exercise of any Acquiror Warrants outstanding on the date hereof, or as otherwise required by Acquiror’s Governing Documents in order to consummate the Transactions, repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Equity Securities of any Acquiror Party;
(c) (i) offer, issue, deliver, grant or sell, or authorize or propose to offer, issue, deliver, grant or sell, any Equity Securities of any Acquiror Party other than the issuance of Acquiror Common Stock in connection with the exercise of any Acquiror Warrants outstanding on the date hereof or (ii) amend, modify or waive any of the terms or rights set forth in, any Acquiror Warrant or the applicable warrant agreement, including any amendment, modification or reduction of the warrant price set forth therein;
(d) (i) incur, create or assume any Indebtedness in excess of $1,000,000, individually or in the aggregate, (ii) modify, in any material respect, the terms of any Indebtedness or (iii) assume, guarantee or endorse, or otherwise become responsible for, the obligations of any Person for Indebtedness;
(e) make any loans, advances or capital contributions to, or guarantees for the benefit of, or any investments in, any Person (other than any Acquiror Party), other than the reimbursement of expenses of employees in the ordinary course of business for expenses...
CONDUCT OF BUSINESS OF ACQUIROR. Except as permitted by the terms of this Agreement, and except as provided in Section 5.3 of the Acquiror Disclosure Schedule, without the prior written consent of Target (which consent shall not be unreasonably withheld or delayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to Article VIII or the Effective Time, Acquiror shall not do any of the following, and shall not permit its Subsidiaries to do any of the following:
(i) Pay or set a record date prior to the effectiveness of the Registration Statement (as defined in the Registration Rights Agreement) relating to any dividend or extraordinary distribution;
(ii) Fail to make in a timely manner a filing with the SEC initially required to be made after the date of this Agreement under the Securities Act or the Exchange Act or the rules and regulations promulgated thereunder;
(iii) Acquire (by merger, consolidation or acquisition of stock or assets) any corporation, partnership or other Person or division or business unit thereof or any equity interest therein if such acquisition would require the Acquiror to file the financial statements of the business acquired pursuant to Item 2.01 and 9.01 of Form 8-K; or
(iv) Agree in writing or otherwise to take any of the actions described in Sections 5.3(i) through 5.3(iii).
CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by ------------------------------- this Agreement, during the period from the date of this Agreement to the Closing Date, Acquiror will not take, any actions that would (i) make any representation or warranty of Acquiror contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Date or (ii) result in any of the conditions to Closing in Article VIII of this Agreement not being satisfied.
CONDUCT OF BUSINESS OF ACQUIROR. Except as contemplated by this Agreement, during the period from the date hereof to the Closing Date, (a) Acquiror will not amend its Articles of Incorporation in any manner that requires a class vote of the Acquiror Common Stock except that Acquiror may amend its Articles of Incorporation as provided in Schedule 6.04 (the "Permitted Amendments") and (b) neither Acquiror nor any of its Subsidiaries will, without the prior written consent of the Company, take, or agree in writing or otherwise to take, any actions that would (i) subject to Section 7.05, make any representation or warranty of Acquiror contained in this Agreement materially untrue or incorrect as of the date when made or as of the Closing Date, (ii) result in any of the conditions to Closing in Article VII of this Agreement not being satisfied or (iii) subject to Section 7.05, be materially inconsistent with the terms of this Agreement or the transactions contemplated hereby.
CONDUCT OF BUSINESS OF ACQUIROR. Except as expressly contemplated by this Agreement, Acquiror shall neither cause, nor permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Target, which consent shall not be unreasonably withheld:
