Common use of Conduct of Business of the Companies Clause in Contracts

Conduct of Business of the Companies. During the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentence, during the period from the date hereof to the Closing Date, except as may be approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided in this Agreement or required by law or as set forth in SCHEDULE 5.1 (a) attached hereto, the Sellers shall not permit any Company to (a) amend its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation payable to, or to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practice, (e) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice, (j) transfer, lease, license, mortgage, pledge or encumber or otherwise dispose of any assets, other than in the ordinary course of business and consistent with past practice, or dispose of or permit to lapse any material rights, (k) fail to maintain its books of account and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) take any other action that would cause any of their representations and warranties in Articles II and III to be untrue, and (p) agree, whether or not in writing, to do any of the foregoing.

Conduct of Business of the Companies. During the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations Except as otherwise ------------------------------------ expressly provided in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentencethis Agreement, during the period from the date hereof to of this Agreement until the Closing Date, except as may be approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided in this Agreement or required by law or as set forth in SCHEDULE 5.1 (a) attached hereto, the Sellers shall not permit any Company will cause the Companies to (a) amend its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation payable to, or conduct their respective operations according to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practice, (e) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the their ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing Date, the Sellers will not allow any Company to: (ja) transferamend its Corporate Documents in any material respect; (b) authorize for issuance or issue, leasesell or deliver (whether through the issuance or granting of options, licensewarrants, mortgagecommitments, pledge subscriptions, rights to purchase or encumber otherwise) any stock of any class or any other securities; (c) split, combine or reclassify any shares of its capital stock, 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, or redeem or otherwise dispose acquire any of any assets, its securities; (d) other than in the ordinary course of business, (i) incur or assume any material long-term debt not currently outstanding, (ii) assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any Person, other than another Company, (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, (iv) enter into any material contract or agreement other than in connection with the transactions contemplated by this Agreement or (v) authorize any capital expenditures other than capital expenditures up to 100% of aggregate budgetary projections as set forth in Schedule 7.01(d); ---------------- (e) adopt or amend (except as may be required by Laws or as provided in Schedule 9.02 of this Agreement) any material bonus, profit sharing, ------------- compensation, severance, termination, stock option, stock appreciation right, restricted stock, pension, retirement, deferred compensation, employment, severance or other material employee benefit agreements, trusts, plans, funds or other material arrangements for the benefit or welfare of any present or former director, officer or employee or the dependent or beneficiary of any present or former director, officer or employee, or (except for normal increases in the ordinary course of business and that are consistent with past practicepractices and that, in the aggregate, do not result in a material increase in benefits or dispose of or permit compensation expense to lapse any Company) increase in any material respects the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any existing plan and arrangement (including, without limitation, the granting of stock options, stock appreciation rights, (kshares of restricted stock or performance units) fail to maintain its books of account and records in its usualor enter into any contract, regular and ordinary manner consistent with past practiceagreement, (l) adopt a plan of complete commitment or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) take any other action that would cause any of their representations and warranties in Articles II and III to be untrue, and (p) agree, whether or not in writing, arrangement to do any of the foregoing, except that the Companies may (i) enter into any agreement with Xxxxxxxx Xxxx or Xxxxxx Xxxxxxxx or (ii) amend any current agreements with Xxxxxxxx Xxxx or Xxxxxx Xxxxxxxx, if the Buyers have consented hereto; (f) acquire, sell, lease, pledge, hypothecate, encumber, mortgage or dispose of any material assets; (g) pay fees incurred by the Sellers to Hunton & Xxxxxxxx in connection with the transaction contemplated by this Agreement, or pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Interim Florimex Financial Statement, or incurred in the ordinary course of business; or (h) cancel any material insurance policies set forth on Schedule 5.13; ------------- (i) materially and adversely amend any of the agreements as listed on Schedule 5.12, involving an amount in excess of US$ 100,000 per year, without ------------- prior notification thereof to the Buyers. (j) agree in writing or otherwise to take any of the foregoing actions.

Conduct of Business of the Companies. During the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations Except as contemplated by this Agreement or as set forth in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentenceSchedule 4.1, during the period from the date hereof of execution of this Agreement to the Closing Date, each Parent Company shall, and the Parent Companies and the Sellers shall cause the other Companies to, conduct its business and operations according to its ordinary and usual course of business and consistent with past practices. Without limiting the generality of the foregoing, and except as may be approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided contemplated in this Agreement or required by law or as set forth in SCHEDULE 5.1Agreement, prior to the Closing Date, without the prior written consent of the Purchaser, no Company shall: (a) attached heretocreate, the Sellers shall not permit incur or assume any Company to (a) amend its articles indebtedness, including, obligations in respect of incorporationcapital leases, bylaws except for short-term borrowings for working capital purposes that may be unsecured or other similar corporate governance instruments, secured; (b) increase assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the compensation payable to, or to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms obligations of any contract, agreement, plan other person or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practicepractices not exceeding individually or in the aggregate $25,000; except that any Company may endorse negotiable instruments in the ordinary course of business consistent with past practices; (c) declare, (e) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare set aside or pay any dividends dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of any its capital stock of such Companyor other equity interests, or redeemissue, purchase or otherwise acquire any of such Company's capital stock, (g) issue pledge or sell any shares of its capital stock or any other securities, equity interests or issue any other securities convertible into, exchangeable for or options, warrants conferring the right to acquire shares of its capital stock or rights to purchase or subscribe toother equity interests, or enter into any arrangement repurchase or contract with respect to the issue and sale of, redeem or otherwise acquire any shares of its capital stock or any other equity interests or such other securities; provided, or however, that the Parent Companies shall be permitted to make any other changes in its capital structure, distributions to the Sellers on the Closing Date pursuant to Section 1.2(b). (hd) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modifyincrease the rate or terms of compensation payable or to become payable by any Company to its directors, officers or employees listed on Schedule 2.24, or (ii) increase the rate or terms of any, or commit itself to any additional, bonus, insurance, pension or other employee benefit plan, payment or arrangement made to, for or with any such directors, officers or employees; (e) amend its Articles of Incorporation or terminate Bylaws (or similar governing documents), merge, consolidate or amalgamate with or into any other Person, subdivide, combine or reclassify any shares of its Material Contracts or waivecapital stock, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice, (j) transfer, lease, license, mortgage, pledge or encumber or otherwise dispose of any assets, other than in the ordinary course of business and consistent with past practice, or dispose of or permit to lapse any material rights, (k) fail to maintain its books of account and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation equity interests or other reorganization, securities; (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (of) take or omit to take any other action that would cause any of their the representations and warranties contained in Articles Article II and III to be untrue; or (g) buy or sell any futures contract, and (p) agreeoption or forward commitment relating to commodities used as raw materials by any Company or enter into any contract, whether agreement, arrangement or not in writing, other understanding to do any act prohibited by any of the foregoingforegoing provisions of this Section 4.1.

Conduct of Business of the Companies. During Except as contemplated by this Agreement or with the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations in the ordinary course prior written consent of business, consistent with past practice. Notwithstanding the immediately preceding sentenceBuyer, during the period from the date hereof to the Closing DateClosing, none of the Companies will, or will permit not cause the Subsidiary to: (i) except as may be approved for increases in writing by the Purchaser salary, wages and benefits of officers (such approval not to be unreasonably withheld or delayedother than executive officers) or as expressly provided Employees of the Companies or the Subsidiary in this Agreement or required by law or as set forth the ordinary course of business in SCHEDULE 5.1 (a) attached heretoaccordance with past practice, the Sellers shall not permit any Company to (a) amend its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation or benefits payable to, or to become payable to any Employee, or pay any benefit not required by such Company to, any of its directors, officers existing plan or employees being paid $100,000 per year arrangement or more at the date of this Agreement grant any severance or termination pay to (except pursuant to existing agreements or policies), or enter into or amend any Employee Agreement or establish, adopt, enter into, or amend or fund any payments owing under, or accelerate the terms vesting of any contractbenefits under, agreementany Company Benefit Plan, plan or arrangement set forth except in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant each case to the terms extent required by applicable law; (ii) acquire, sell, lease or dispose of any contractassets (except raw materials, agreementin the ordinary course of business) which are material to the Companies or the Subsidiary, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract commitment to do any of the foregoing or enter into any material commitment which would require such Company to pay or transaction (except in the ordinary course of business not exceeding a material amount individually or in the aggregate; for purposes of this parenthetical only, "material" shall mean in excess of $100,000 per annum50,000.00); (iii) (A) create, and is not cancelable within 90 days notice without payment incur, assume or prepay any indebtedness for borrowed money (including obligations in respect of capital leases) except for short-term debt in the ordinary course of business consistent with past practice under existing lines of credit, (B) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any material premium other Person or penalty in respect (C) make any loans, advances or capital contributions to, or investments in, or enter into any "keep well" arrangements or other agreement to maintain the financial condition of, any other Person; (iv) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof; (v) pay, discharge or satisfy any claims or liabilities, except contracts and commitments for the payment, discharge or satisfaction of liabilities in the ordinary course of business consistent with past practice or in accordance with their terms as in effect on the date hereof or waive, release, grant, or transfer any rights of material value or modify in any material respect any existing Contract, other than in the ordinary course of business consistent with past practice; (A) make any material Tax election, (eB) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, settle or compromise any material Tax Liability or (fC) except as permitted pursuant to Section 5.8, declare extend or pay waive any dividends statute of limitations in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, Taxes; (gvii) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the ordinary course of business and consistent with past practice, (j) transfer, lease, license, mortgage, pledge or encumber subject to any Encumbrance any of its properties or otherwise dispose of any assets, other than in the ordinary course of business and consistent with past practice, tangible or dispose of or permit to lapse any material rights, intangible; (k) fail to maintain its books of account and records in its usual, regular and ordinary manner consistent with past practice, (l) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (oviii) take any other action that would cause any of their the representations and warranties contained in Articles Article II and III A. to be untrue, and (p) agree, whether untrue at the date made or not any future date or would result in writing, to do any of the foregoingconditions to the consummation of the Contemplated Transactions not being fulfilled; or (ix) authorize or agree in writing or otherwise to take any of the foregoing actions.

Conduct of Business of the Companies. During the period from the date hereof to the Closing Date, the Sellers hereby covenant that they shall cause each Company to conduct its operations Except as otherwise expressly provided in the ordinary course of business, consistent with past practice. Notwithstanding the immediately preceding sentencethis Agreement, during the period from the date hereof to of this Agreement until the Closing Date, except as may be approved in writing by the Purchaser (such approval not to be unreasonably withheld or delayed) or as expressly provided in this Agreement or required by law or as set forth in SCHEDULE 5.1 (a) attached hereto, the Sellers shall not permit any Company will cause the Companies to (a) amend its articles of incorporation, bylaws or other similar corporate governance instruments, (b) increase the compensation payable to, or conduct their respective operations according to become payable by such Company to, any of its directors, officers or employees being paid $100,000 per year or more at the date of this Agreement except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 3.12 or with the Purchaser's consent, which shall not be unreasonably withheld or delayed, (c) increase any bonus, pension, retirement or insurance payment or arrangement to or with any such Persons except pursuant to the terms of any contract, agreement, plan or arrangement set forth in SCHEDULE 5.1(c), (d) enter into any contract or commitment which would require such Company to pay in excess of $100,000 per annum, and is not cancelable within 90 days notice without payment of any material premium or penalty in respect thereof, except contracts and commitments in the ordinary course of business consistent with past practice, (e) increase its indebtedness for borrowed money, except borrowings under such Company's existing credit agreements, (f) except as permitted pursuant to Section 5.8, declare or pay any dividends in respect of any capital stock of such Company, or redeem, purchase or otherwise acquire any of such Company's capital stock, (g) issue or sell any shares of its capital stock or any other securities, or issue any securities convertible into, or options, warrants or rights to purchase or subscribe to, or enter into any arrangement or contract with respect to the issue and sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure, (h) organize any new subsidiary or acquire any capital stock or other equity securities, or equity or ownership interest in the business of any Person, (i) modify, amend or terminate any of its Material Contracts or waive, release or assign any material rights or claims, except in the their ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the Closing Date, the Sellers will not allow any Company to: (ja) transferamend its Corporate Documents in any material respect; (b) authorize for issuance or issue, leasesell or deliver (whether through the issuance or granting of options, licensewarrants, mortgagecommitments, pledge subscriptions, rights to purchase or encumber otherwise) any stock of any class or any other securities; (c) split, combine or reclassify any shares of its capital stock, 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, or redeem or otherwise dispose acquire any of any assets, its securities; (d) other than in the ordinary course of business, (i) incur or assume any material long-term debt not currently outstanding, (ii) assume, guarantee, endorse or otherwise become liable or responsible for the obligations of any Person, other than another Company, (iii) make any material loans, advances or capital contributions to, or investments in, any other Person, (iv) enter into any material contract or agreement other than in connection with the transactions contemplated by this Agreement or (v) authorize any capital expenditures other than capital expenditures up to 100% of aggregate budgetary projections as set forth in Schedule 7.01(d); (e) adopt or amend (except as may be required by Laws or as provided in Schedule 9.02 of this Agreement) any material bonus, profit sharing, compensation, severance, termination, stock option, stock appreciation right, restricted stock, pension, retirement, deferred compensation, employment, severance or other material employee benefit agreements, trusts, plans, funds or other material arrangements for the benefit or welfare of any present or former director, officer or employee or the dependent or beneficiary of any present or former director, officer or employee, or (except for normal increases in the ordinary course of business and that are consistent with past practicepractices and that, in the aggregate, do not result in a material increase in benefits or dispose of or permit compensation expense to lapse any Company) increase in any material respects the compensation or fringe benefits of any director, officer or employee or pay any benefit not required by any existing plan and arrangement (including, without limitation, the granting of stock options, stock appreciation rights, (kshares of restricted stock or performance units) fail to maintain its books of account and records in its usualor enter into any contract, regular and ordinary manner consistent with past practiceagreement, (l) adopt a plan of complete commitment or partial liquidation, dissolution, merger, consolidation or other reorganization, (m) make or rescind any election relating to Taxes, settle any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, or file any amended Tax Return or claim for refund, (n) make any change in its method of accounting, except as required by applicable law or GAAP, (o) take any other action that would cause any of their representations and warranties in Articles II and III to be untrue, and (p) agree, whether or not in writing, arrangement to do any of the foregoing, except that the Companies may (i) enter into any agreement with Xxxxxxxx Xxxx or Xxxxxx Xxxxxxxx or (ii) amend any current agreements with Xxxxxxxx Xxxx or Xxxxxx Xxxxxxxx, if the Buyers have consented hereto; (f) acquire, sell, lease, pledge, hypothecate, encumber, mortgage or dispose of any material assets; (g) pay fees incurred by the Sellers to Hunton & Xxxxxxxx in connection with the transaction contemplated by this Agreement, or pay, discharge or satisfy any material claims, liabilities or obligations (absolute, accrued or unasserted, contingent or otherwise), other than the payment, discharge or satisfaction of liabilities reflected or reserved against in the Interim Florimex Financial Statement, or incurred in the ordinary course of business; or (h) cancel any material insurance policies set forth on Schedule 5.13; (i) materially and adversely amend any of the agreements as listed on Schedule 5.12, involving an amount in excess of US$ 100,000 per year, without prior notification thereof to the Buyers. (j) agree in writing or otherwise to take any of the foregoing actions.