Conduct of Business of the Company Pending the Closing. The Company shall, during the period from the date of this Agreement until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent of the Principal Purchasers, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such period. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers:
(a) amend or propose to amend its Certification of Incorporation or Bylaws, except to increase the size of the Board of Directors as contemplated by the Stockholders Agreement;
(b) (i) split, combine or reclassify any Company securities, (ii) repurchase, redeem or otherwise acquire, or offer to repurchase, redeem or otherwise acquire, any Company securities, or (iii) declare, set aside or pay any dividend or distribution (whether in cash, stock, property or otherwise) in respect of, or enter into any contract with respect to the voting of, any shares of its capital stock;
(c) issue, sell, pledge, dispose of or encumber any Company securities, other than (i) the issuance of shares of Common Stock upon the exercise of any Company equity award outstanding as of the date of this Agreement in accordance with its terms, or (ii) the issuance of shares of Common Stock in respect of other equity compensation awards outstanding under the equity compensation plans as of the date of this Agreement in accordance with their terms;
(d) make any awards under equity compensation plans or stock incentive plans of the Company, except for options to such Persons and in such amounts as may be mutually agreed upon in writing by the Principal Purchasers;
(e) except as required by applicable laws or by any Company employee benefit plan or contract in effect as of the date of th...
Conduct of Business of the Company Pending the Closing. (a) Except as (i) otherwise contemplated by any Transaction Document including the Plan, (ii) set forth on Section 6.1 of the Company Disclosure Schedule, (iii) consented to in writing by the Plan Investor or (iv) required by Law or the Bankruptcy Court, during the period from the date of this Agreement until the Closing, the Company shall, and shall cause each of the Company Group Members to, use its reasonable best efforts to conduct its operations and business in the ordinary course of business and in accordance with applicable Law, and to keep available the services of their respective current officers, employees and consultants and to preserve the goodwill and current relationships with Persons with which they have business relations.
Conduct of Business of the Company Pending the Closing. (a) During the Interim Period, except (i) as set forth in Section 6.1(a) or Section 6.1(b) of the Company Disclosure Schedule, (ii) as required by applicable Law or Contract, (iii) as otherwise expressly required by this Agreement or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its Subsidiaries to: (A) conduct its and their respective businesses in the ordinary course of business in all material respects consistent with past practice, (B) maintain its and their existence in good standing pursuant to applicable Law and (C) to the extent consistent with the foregoing, use commercially reasonable efforts (1) to preserve intact its and their present business organizations and (2) to preserve its and their present material business relationships with its and their customers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, Governmental Authorities and other Persons with whom the Company or any of its Subsidiaries has business relations; provided that for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by Section 6.1(b).
(b) During the Interim Period, except (i) as set forth in Section 6.1(a) or Section 6.1(b) of the Company Disclosure Schedule, (ii) as required by applicable Law or Contract, (iii) as otherwise expressly required by this Agreement or (iv) with the prior written consent of Parent (which consent shall not be Active.22007448.8.doc unreasonably withheld, delayed or conditioned, except that with respect to Sections 6.1(b)(i), 6.1(b)(iii), 6.1(b)(iv), 6.1(b)(viii), 6.1(b)(ix), 6.1(b)(xvi), 6.1(b)(xvii) and 6.1(b)(xviii) and, solely with respect to the foregoing Sections, Section 6.1(b)(xx), Parent’s consent may be given, conditioned or withheld in its sole discretion), the Company shall not, and shall not permit its Subsidiaries to:
(i) amend, modify, adopt by amendment or otherwise change its articles of incorporation or bylaws (including the Articles of Incorporation and the Bylaws) or other applicable governing instruments;
(ii) other than in the ordinary course of business, make any acquisition of (whether by merger, consolidation or acquisition of stock or substantially all of the assets), or make any investment in any interest in, any corporation, partnership or other business organization or division thereof or any property or assets, in each case...
Conduct of Business of the Company Pending the Closing. (a) During the Interim Period, except (i) as set forth in Section 6.1(a) or Section 6.1(b) of the Company Disclosure Schedule, (ii) as required by applicable Law, (iii) as otherwise expressly contemplated or required by this Agreement or (iv) with the prior written consent of Parent, the Company shall, and shall cause its Subsidiaries to: (A) conduct its and their respective businesses in the ordinary course of business and (B) to the extent consistent with the foregoing, use commercially reasonable efforts to preserve intact its and their present business organizations and preserve its and their present relationships with their customers and suppliers; provided that for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by Section 6.1(b).
(b) During the Interim Period, except (i) as set forth in Section 6.1(a) or Section 6.1(b) of the Company Disclosure Schedule, (ii) as required by applicable Law, (iii) as otherwise expressly contemplated or required by this Agreement or (iv) with the prior written consent of Parent, the Company shall not, and shall not permit its Subsidiaries to:
(i) amend or otherwise change the Memorandum and Articles of Association or other applicable governing instruments;
(ii) make any acquisition of (whether by merger, consolidation or acquisition of stock or substantially all of the assets) any corporation, partnership or other business organization or division thereof;
(iii) issue, sell, or dispose of (or authorize the issuance, sale or disposition of), any Company Securities except for (A) the issuance of Shares upon the exercise of any Company Options as required by the terms of the Company Share Plan and the applicable award agreement, or (B) any issuance, sale or disposition to the Company or a wholly-owned Subsidiary of the Company by any Subsidiary of the Company;
(iv) reclassify, combine, split, subdivide, redeem, purchase or otherwise acquire any Shares (except for the settlement of any Company Options pursuant to the terms of the Company Share Plan);
(v) make any loans, advances or any payments other than payments in the ordinary course of business to any Person in excess of $100,000 in the aggregate;
(vi) sell or otherwise dispose of (whether by merger, consolidation or disposition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or otherwise sell, assign, transfer, pledge, charge, encumber, exclusivel...
Conduct of Business of the Company Pending the Closing. (a) The Seller and the Company each covenant and agree that, during the period from the date of this Agreement until the Closing Date, except with the prior written consent of Buyer, or as expressly contemplated by this Agreement, , or as required by Law, the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and the Company and its Subsidiaries shall comply with all applicable Laws and to the extent consistent therewith, preserve their business organizations intact and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business associates, to keep available the services of the Company's and its Subsidiaries' present employees, agents and consultants; provided, however, that during any period of full or partial suspension of operations related to COVID-19 or any COVID-19 Measure, the Company may take such actions as are reasonably necessary to (A) protect the health and safety of managers, directors, officers, employees, agents, consultants, and contractors or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measure; provided, further, that following any such suspension, to the extent that the Company took any actions that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as soon as reasonably practicable and (ii) use reasonable best efforts to (A) comply in all material respects with material applicable Laws, (B) preserve intact in all material respects its business organizations and relationships with its material suppliers, customers, Governmental Authorities and other material business relations and (C) keep available the services of its officers and key employees. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, except with the prior written consent of Buyer, or as expressly contemplated by this Agreement, or as required by Law, the Company will not and will not permit its Subsidiaries to:
(1) amend or propose any change to its certificate of formation or operating agreement or other similar governing documents;
(2) merge or consolidate the Company or any ...
Conduct of Business of the Company Pending the Closing. Sellers and the Company each covenant and agree that, during the period from the date of this Agreement until the Closing Date, the business of the Company and Company Affiliates shall be conducted in the ordinary course of business consistent with past practice and the Company and Company Affiliates shall comply with all applicable Laws. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, except with the prior written consent of Buyer, the Sellers and the Company will not and will not permit any change in the structure or ownership of the Company and Company Affiliates, and the Sellers and the Company will not allow any borrowings, distributions, legal settlements, extraordinary payments, liens on property, transfers of property or any similar matters by the Company or any Company Affiliate.
Conduct of Business of the Company Pending the Closing. Sellers represent, warrant, and covenant that from and after the date hereof to the Closing Date, except as otherwise contemplated by this Agreement, the Company will conduct its business solely in the ordinary course (including regular employee bonus programs) and will: (a) not amend its Articles of Incorporation or By-Laws except as may be necessary to carry out this Agreement or as required by law; (b) not issue any capital stock or other securities, enter into any contract, commitment or agreement to issue any capital stock or other securities of the Company or issue any warrants, rights or options to purchase or otherwise acquire any capital stock of the Company; (c) not declare, authorize or make any distribution or dividend of cash, property or securities to any of its shareholders, directly or indirectly; (d) not merge or consolidate with any other corporation or entity; sell, transfer or otherwise dispose of any priority or assets other than in the ordinary course of business; or acquire or agree to acquire or be acquired by any corporation, association, partnership, joint venture or other entity; (e) not enter into any agreement not in the ordinary course of business or, without the prior written consent of Buyer, any agreement for the acquisition of additional operating authorities; (f) not create, incur, assume or guarantee any indebtedness for money borrowed or create or suffer to exist any mortgage, lien or other encumbrance on any of its property or assets, real or personal, other than encumbrances on property and assets created in the ordinary course;
Conduct of Business of the Company Pending the Closing. The Company covenants and agrees that, between the date of this Agreement and the Closing Date, the business of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business, consistent with past practice and in material compliance with all rules, regulations and laws. The Company shall use commercially reasonable efforts to preserve and keep intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons
