Conduct of Business of Buyer. Except as set forth in Section 6.3 of the Buyer’s Disclosure Schedules, during the period from the date of this Agreement to and through the earlier of the Closing Date and the termination of this Agreement in accordance with its terms, except as otherwise contemplated by this Agreement, as required by any applicable Law or as Seller shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall conduct its businesses in the ordinary course of business in all material respects. Except as set forth in Section 6.3 of the Buyer’s Disclosure Schedules, during the period from the date of this Agreement to and through the Closing Date, except as otherwise contemplated by this Agreement, as required by any applicable Law or as Seller shall otherwise consent in writing which consent shall not be unreasonably withheld, conditioned or delayed, Buyer shall not, and shall cause its Controlled Affiliates not to, do any of the following:
(A) other than dividends not in excess of $0.86 per share per quarter, make any distribution (whether in cash, stock, Equity Rights or property) or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any equity interest or shares of capital stock of, or other equity or voting or non-voting interest in Buyer or make any other changes in the capital structure of Buyer;
(B) issue, sell, deliver, pledge, transfer, dispose of or encumber any equity interest or capital stock of or other equity or voting interest in Buyer or any Equity Rights of Buyer, other than issuances of Equity Rights to employees in the ordinary course of business consistent with past practice pursuant to Buyer’s equity compensation plans, issuances of Buyer Common Stock and Buyer Preferred Stock upon conversion or exercise of any convertible security, option or other Equity Right outstanding as of June 9, 2009 and other than issuances of Buyer Common Stock or Buyer Series B Preferred Stock at a price (net of any underwriting or distribution discount or commission) not lower than the lowest closing market price of the Buyer Common Stock on the NYSE during the five trading days immediately prior to the date on which Buyer agrees to a binding agreement to effect such transaction;
(C) amend or modify any Existing Stockholder Agreement, or terminate any Existing Stockholder Agreement, or waive any rights, claims or obli...
Conduct of Business of Buyer. (a) Unless the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 6.3, Buyer shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Buyer and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.
(b) Without limiting the generality of Section 6.3(a) and except as contemplated by the terms of this Agreement or as set forth on Schedule 6.3, during the Interim Period, without the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Subsidiaries to not:
(i) amend, waive or otherwise change, in any material respect, the provisions of its Governing Documents;
(ii) other than securities issued as a result of the exercise of outstanding options or warrants in accordance with the terms thereof, authorize for issuance, issue, grant, sell, pledge, dispose of, or propose to issue, grant, sell, pledge or dispose of, any of its equity securities or any options, warrants, commitments, subscriptions or rights of any kind to acquire or sell any of its equity securities, including any securities convertible into or exchangeable for any of its equity securities of any class and any equity-based awards;
(iii) split, combine, recapitalize or reclassify any of its equity interests or issue any other securities in respect thereof or pay or set aside any distribution or other dividend (whether in cash, equity or property or any combination thereof) in respect of its equity securities, or directly or indirectly redeem, purchase or otherwise acquire or offer to acquire any of its equity securities, options or warrants (except upon the termination of employment or service of an employee, director, consultant or agent of a NAC Company pursuant to the terms of the Cont...
Conduct of Business of Buyer. Between the date of this Agreement and the Effective Time, except as otherwise specifically required by this Agreement, Buyer shall not, and shall cause its Affiliates not to, without the Sellers’ prior written consent, take any action (or omit to take any action) if such action (or omission) would reasonably be expected to result in any of the conditions set forth in ARTICLE 7 not being satisfied.
Conduct of Business of Buyer. Buyer and its Subsidiaries shall carry on their respective business in the ordinary course in substantially the same manner as heretofore conducted, and Buyer agrees to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. Buyer agrees to promptly notify Buyer of any material event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event, which, individually or in the aggregate, would not reasonably be expected to have a Material Adverse Effect on Buyer.
Conduct of Business of Buyer. During the Interim Period, except as contemplated by this Agreement, (a) Buyer shall not engage in any business activities or enter into or become bound by any Contracts (other than this Agreement and the Shareholders Agreement), (b) Buyer shall not sell, offer, transfer, exchange, pledge, encumber, assign, hedge, swap, convert or otherwise dispose of (including by merger, by tendering into any tender or exchange offer, by testamentary disposition, by operation of law or otherwise) any Equity Interest in Buyer, and (c) Buyer shall not issue any Equity Interests.
Conduct of Business of Buyer. Except (i) as set forth on Section 5.03 of the Buyer Disclosure Schedules or Section 5.04 of the Buyer Disclosure Schedules, (ii) as otherwise expressly permitted or required by this Agreement, (iii) as otherwise required by applicable Law or (iv) as otherwise consented to by Parent in writing (such consent not to be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, Buyer shall, and shall cause its Subsidiaries to:
(a) Use its commercially reasonable efforts to preserve intact the businesses of Buyer and its Subsidiaries and conduct the business of Buyer and its Subsidiaries in the Ordinary Course in all material respects;
(b) Use commercially reasonable efforts, consistent with such Person’s current business practices, to preserve the goodwill of the business of Buyer and its Subsidiaries and preserve Buyer’s and its Subsidiaries’ current relationships with its employees, customers, licensors, distributors and suppliers and any other Persons with which Buyer or any of its Subsidiaries has business relationships, in each case, in all material respects; and
(c) Use reasonable best efforts to conduct their respective businesses, in all material respects, in compliance with all applicable Laws. Notwithstanding anything to the contrary in this Agreement, (A) no action by Buyer or any of its Subsidiaries expressly permitted by any provision of Section 5.04 shall be deemed a breach of this Section 5.03 unless such action would constitute a breach of such provision in Section 5.04 and (B) the failure of Buyer or any of its Subsidiaries to take any action prohibited by Section 5.04 shall in no circumstances be deemed a breach of this Section 5.03.
Conduct of Business of Buyer. Except as contemplated by this ---------------------------- Agreement, during the period from the date of this Agreement to the Closing Date, Buyer shall, and shall cause its Subsidiaries to, conduct their operations in the ordinary course of business consistent with past practice, and to use their commercially reasonable efforts to maintain and preserve their business organization and their material rights and franchises and to retain the services of their officers and key employees and maintain relationships with customers, suppliers and other third parties to the end that their goodwill and ongoing business shall not be impaired in any material respect at the Closing Date.
Conduct of Business of Buyer. CCI shall not without the prior written consent of Sellers, knowingly take or agree in writing or otherwise to take any action that would (i) make any representation or warranty of CCI contained in this Agreement untrue or incorrect as of the date when made or as of the Closing Time, (ii) result in any of the conditions to Closing contained in this Agreement not being satisfied or (iii) be inconsistent with the terms of this Agreement or the transactions contemplated hereby or by any Transaction Document.
Conduct of Business of Buyer. From and after the date of this Agreement and prior to the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to ArticleVII, except as expressly contemplated by this Agreement, as set forth in Section 5.02 of the Buyer Disclosure Letter or as required by Law, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed, Buyer shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (x) conduct its operations only in the ordinary course of business (any such action, inaction, activity or conduct, a “Buyer Response Action”), that would otherwise be in breach of this Section 5.02, shall be deemed not to be a breach of this Section 5.02) and (y) maintain and preserve intact its business organization, to retain the services of its current officers and employees (it being understood that no material increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business and is permitted by this Section 5.02) and to preserve the good will of its customers, suppliers, agents, employees and other Persons with whom it has material business relationships.
Conduct of Business of Buyer. Between the date hereof and the Closing Date, the business of Buyer shall be conducted (and Buyer shall cause the business of its subsidiaries to be conducted) in the usual and ordinary course consistent in all material respects with prudent banking practices and in a manner that will not materially adversely affect Buyer's ability to obtain all necessary regulatory approvals for the transactions contemplated hereby or Buyer's ability to perform its obligations under this Agreement.
