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;
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, Acquiror shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries (other than Target) to do, cause or permit any of the following, without the prior written consent of Target, which will not be unreasonably withheld, unless such conduct is required or contemplated by this Agreement or is done with respect to Acquiror's Class B Warrants: declare, set aside, or pay any dividends on or make any other distributions in respect of its capital stock, or split, combine or reclassify any of its capital stock; amend its articles of incorporation, for a reason other than authorizing additional shares of capital stock of Acquiror; repurchase 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 to it or its subsidiaries (other than Target); issue any capital stock for less than current market value other than in connection with the conversion of Acquiror's 6% secured convertible debentures due 2002, and the exercise of certain warrants issued as part of the related financing transaction, in with connection a financing transaction or transactions resulting in aggregate proceeds of up to $5,000,000 or in connection with the issuance and conversion of certain convertible debt instruments issued to certain suppliers of Acquiror from time to time; revalue any of its assets, including without limitation writing down the value of inventory or writing off notes or accounts receivable other than in the ordinary course of business in an aggregate amount not to exceed $1,000,000; or take or agree in writing or otherwise to take, any of the actions described above, or any action which would make any of its representations or warranties contained in this Agreement untrue or incorrect or prevent it from performing or cause it not to perform its covenants hereunder.
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 pursuant to its terms or the Effective Time, and except as contemplated or permitted by the terms of this Agreement and except as provided in Section 4.2 of the Acquiror Disclosure Schedule:
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:
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. (a) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Acquiror shall, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as consented to in writing by the XxXxxxx Companies (it being agreed that any request for a Consent shall not be unreasonably withheld, conditioned or delayed) or in connection with COVID-19 Measures, (i) operate its business in the ordinary course in all material respects, and (ii) use commercially reasonable efforts to maintain and preserve intact its business organization, assets, properties and material business relations.
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:
CONDUCT OF BUSINESS OF ACQUIROR. Except as set forth in Section 6.2 of the Acquiror Disclosure Letter, from the date hereof to the Effective Time, Acquiror shall not (and shall cause its Subsidiaries not to):
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.
