Conduct of Business of the Buyer. Except as contemplated by this Agreement, as required by applicable Law, any COVID-19 Measures or as otherwise set forth in Section 7.2 of the Buyer Disclosure Letter, during the period from the date of this Agreement to the earlier of the Closing Date and the termination of this Agreement in accordance with Article 10, without the prior written consent of the Seller (provided, that the Seller shall affirmatively provide or withhold such consent no later than five (5) Business Days following receipt of the Buyer’s written request for such response and, if the Seller does not timely respond in writing, such consent shall be deemed withheld), the Buyer shall not, and shall cause its Subsidiaries not to, undertake any of the following actions:
(a) amend or otherwise change (whether by merger or otherwise) the certificate of incorporation or bylaws or any similar governing instruments of the Buyer that would prevent, materially delay or materially impair the transactions contemplated by this Agreement;
(b) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise or set a record date for any of the foregoing (other than (x) the declaration and payment of cash dividends to the holders of Buyer Common Shares in the ordinary course in an amount not to exceed $0.55 per share per quarter and (y) dividends and distributions paid or payable by a Subsidiary of the Buyer to another Subsidiary of the Buyer or to the Buyer);
(c) adjust, split, combine, redeem, reclassify, combine, subdivide or otherwise amend the terms of the Buyer Common Shares or set a record date for any of the foregoing;
(d) redeem, repurchase or acquire any Buyer Common Shares or set a record date for any of the foregoing (other than redemptions, repurchases or acquisitions of Buyer Common Shares from employees, directors and other personnel of the Buyer in the ordinary course);
(e) voluntarily deregister the Buyer Common Shares under the Exchange Act, or voluntarily delist the Buyer Common Shares;
(f) adopt or effect a plan of bankruptcy or complete or partial liquidation or dissolution of the Buyer; or
(g) agree to take any of the foregoing actions.
Conduct of Business of the Buyer. The Buyer agrees that, between the date of this Agreement and the Closing, it shall not, and shall cause its Affiliates not to, directly or indirectly, take any action that would, or would reasonably be expected to, individually or in the aggregate, prevent or impede, interfere with or delay the consummation of the Transactions, except as required by any Order of the Bankruptcy Court, as required by applicable Law, or as otherwise consented to in writing by the Selling Entities.
Conduct of Business of the Buyer. The Buyer covenants and agrees that during the period from the date of this Agreement until the earlier of the Effective Time and the date on which this Agreement is terminated in accordance with its terms, the Buyer shall not, directly or indirectly, unless otherwise: (i) agreed to in writing by the Company (such agreement not to be unreasonably withheld, conditioned or delayed); (ii) required or expressly permitted or specifically contemplated by this Agreement; or (iii) required by applicable Law:
(a) split, combine, reclassify or amend the terms of the Buyer Shares;
(b) amend its articles of incorporation, by-laws or other constating documents in a manner that would have a material and adverse impact on the value of the Buyer Shares;
(c) adopt a plan of liquidation or resolutions providing for the liquidation or dissolution of the Buyer; or
(d) authorize, agree, resolve or otherwise commit to do any of the foregoing.
Conduct of Business of the Buyer. Between the date hereof and the Closing Date:
(a) Buyer will (i) operate its businesses only in the ordinary course and will inform the Sellers of any material changes or events; (ii) use its best efforts to preserve the business organization of the Buyer as a whole intact; (iii) continue all of the insurance policies in full force and effect; (iv) use its best efforts to keep available until the Closing Date the services of their present officers and key employees; (v) pay its accounts payable and all other obligations in the ordinary course of business; and (vi) use its best efforts to preserve its relationships with its material lenders, suppliers, customers, licensors and licensees and others having material business dealings with it such that the business will not be impaired.
Conduct of Business of the Buyer. During the period from the date of this Agreement to the Closing Date, except as otherwise expressly contemplated by this Agreement or as consented to by the Sellers’ Agent in advance in writing, the Buyer shall:
(a) conduct its business and operations only in the Ordinary Course of Business and use commercially reasonable efforts to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with material customers, suppliers, distributors, licensors, licensees and others having material or significant business relationships with it; and
(b) not:
(i) make any change in any of its present accounting methods and practices, except as required by changes in U.S. GAAP;
(ii) amend or cause or permit any amendments to its certificate of incorporation or bylaws or other governing or constituent documents;
(iii) declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any of its capital stock; provided, however, that the Buyer may repurchase shares of Buyer Common Stock held by employees, officers, directors, consultants, independent contractors, advisors, or other persons performing services for Buyer or a subsidiary that are subject to agreements under which Buyer has the option to repurchase such shares upon the occurrence of certain events, such as the termination of employment or services;
(iv) acquire or agree to acquire by merging or consolidating with, or by purchasing all or any substantial portion of the assets or equity of, or by other manner, any business or any other Person or division thereof or otherwise agree to acquire directly or indirectly any assets which are material, individually or in the aggregate, to the Buyer and its business and which could reasonably be expected to materially adversely affect the consummation of the transactions contemplated herein; or
(v) take, or agree in writing or otherwise to take, any of the actions described in Sections 5.6(i) through 5.6(iv) above, or any action which could reasonably be expected to cause a material breach of the representations or warranties contained in ARTICLE IV or prevent the Buyer from materially performing or cause Buyer not to materially perform its covenants and agreements hereunder. Anything in this Section 5.6 or elsewhere herein to the contrary notwithstanding, nothing shall prevent or prohibit the Buyer from raising...
Conduct of Business of the Buyer. Between the date of execution of this Purchase Agreement and either the Closing Date or the Termination Date, as applicable, the Buyer shall conduct its activities only in the Ordinary Course of Business.
Conduct of Business of the Buyer. During the period from the date of this Agreement to the Effective Time, except as otherwise permitted or required pursuant to this Agreement, the Buyer shall not, and shall not permit any of its Subsidiaries to, without the Company’s prior written consent:
(a) amend the Organizational Documents of the Buyer in any manner that would reasonably be expected to (i) materially impair, delay or prevent the consummation of the Contemplated Transactions, (ii) otherwise have a Material Adverse Effect with respect to the Buyer or (iii) materially and adversely affect the benefits of the Contemplated Transactions to the Company or the Stockholders;
(b) amend the Organization Documents of any of the Buyer’s Subsidiaries in any manner that would reasonably be expected to materially impair, delay or prevent the consummation of the Contemplated Transactions or otherwise have a Material Adverse Effect with respect to the Buyer; provided, however, that, for avoidance of doubt, the Company acknowledges that the Buyer may amend the Organizational Documents of Merger Sub and LLC Sub to provide that the issued and outstanding Capital Stock of each of Merger Sub and Merger LLC immediately prior to the Effective Time shall be substantially similar to the issued and outstanding Capital Stock of the Company immediately prior to the Effective Time;
(c) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation, dissolution or recapitalization of its Capital Stock;
(d) acquire by merging or consolidating with, or by share exchange, or by purchase or by any other manner, any Person or division, business or equity interest of any Person, other than acquisitions that would not reasonably be expected to materially impair, delay or prevent the consummation of the transactions contemplated by this Agreement;
(e) take any action that would be prohibited by the Series A Certificate of Designations as if they were in effect on the date hereof; or
(f) take any action that would fundamentally change or alter the nature of the businesses of the Buyer or its Subsidiaries on a consolidated basis.
Conduct of Business of the Buyer. During the period from the date of this Agreement and continuing until the Closing, the Buyer agrees as to itself and its Subsidiaries that, except as expressly contemplated or permitted by this Agreement or to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed:
Conduct of Business of the Buyer. Except as contemplated by this Agreement, during the period from the date of this Agreement until the Closing, the Buyer shall not, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):
(a) amend its Certificate of Incorporation or Bylaws in a manner adverse to holders of the Buyer Common Stock;
(b) declare, set aside, pay any extraordinary dividend or other distribution (whether in cash, stock or property or any combination thereof), in respect of the Buyer Common Stock;
(c) take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take action would result in (i) any of the representations and warranties of the Buyer set forth in this Agreement becoming untrue or (ii) any of the conditions to the Merger set forth in Article V not being satisfied; or
(d) agree in writing or otherwise to take any of the foregoing actions.
Conduct of Business of the Buyer. 47 6.3 ACCESS TO INFORMATION; CONFIDENTIALITY.........................49 6.4 EXPENSES.......................................................50 6.5 PUBLICITY......................................................50 6.6
