Conduct of Business of the Company Prior to the Closing. Except as contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Schedule or with the prior written consent of Buyer (which consent shall not be unreasonably withheld), during the period from the date of this Agreement to the Closing, the Company will conduct its business and operations according to the Company's ordinary and usual course of business and will use all reasonable efforts consistent therewith to preserve intact the Company's properties, assets and business organizations, to keep available the services of the Company's officers and employees and to maintain satisfactory relationships with customers, suppliers, distributors and others having commercially beneficial business relationships with the Company, in each case in the ordinary course of business. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, neither the Company nor any of its Subsidiaries nor, with respect to clause (j) below, Holdings or any of its affiliates, will, prior to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):
(a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of additional shares of capital stock of any class, or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities;
(b) redeem, purchase or otherwise acquire any outstanding shares of the capital stock of the Company or its Subsidiaries;
(c) propose or adopt any amendment to the Certificate or Articles of Incorporation or Bylaws (or similar organizational documents) of the Company or any of its Subsidiaries;
(d) except in the ordinary course of business, incur any long-term indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse the obligations of any other person except for obligations of the Company's Subsidiaries;
(e) increase in any manner the rate or terms of compensation of any of its directors, officers or other employees, except such increases as are granted in the ordinary course of business;
(f) except in the ordinary course of business, (i) sell, transfer or otherwise dispose of any of its material property or assets or (ii) mortgage or encumber any of its material property or assets;
(g) enter into other material agreements, commitments or contracts, except agreements, commitments or contracts made in the ordinary course of busi...
Conduct of Business of the Company Prior to the Closing. Seller agrees and shall cause the Company to agree that, during the period from the date hereof to the Closing Date, The Company shall preserve its business organization intact; provided, however, the Company shall give advance notice of dismissal to its employees on or before the Closing Date stating the dismissal due on the last day of April, 2005.
Conduct of Business of the Company Prior to the Closing. During the period commencing on the date of this Agreement and continuing until the Effective Time, except as specifically contemplated by Section 6.1 of the Company Disclosure Schedule or as otherwise expressly permitted or required by Section 6.12 or approved in advance by Parent in writing:
Conduct of Business of the Company Prior to the Closing. Between the date hereof and the Closing Date, the Company shall operate only in the Ordinary Course of Business in all material respects. Without limiting the generality of the foregoing, without Purchaser’s prior consent, and except as expressly provided in this Agreement, the Company shall:
(i) continue its advertising and promotional activities, and pricing and purchasing policies in accordance with past practice;
(ii) not shorten or lengthen the customary payment cycles for any of its payables or Receivables;
(iii) use commercially reasonable efforts, without making any commitments on behalf of the Purchaser, to (A) preserve intact the Company business organization and the Business, (B) keep available to the Purchaser the services of the executives and significant employees of the Company, (C) continue in full force and effect without material modification all existing policies or binders of insurance maintained in respect of the Company and the Business in effect as of December 25, 2016, and (D) preserve the Company’s current relationships with its customers, suppliers and other Persons with which the Company has significant business relationships;
(iv) exercise, but only after notice to the Purchaser, any rights of renewal pursuant to the terms of any leases or subleases for Leased Real Property which by their terms would otherwise expire;
(v) not engage in any practice, take any action, fail to take any action or enter into any transaction that could cause any representation or warranty of the Sellers in this Agreement to be untrue in any material respect or result in a material breach of any covenant made by the Sellers herein;
(vi) not transfer to any Seller by way of dividend, distribution or otherwise any amounts;
(vii) maintain in full force and effect all insurance policies set forth on Schedule 4.10 or an equivalent replacement policy;
(viii) refrain from doing any act or omitting to do any act, or permitting any act or omission to act, which will, individually or cumulatively with any other act(s), omission(s) or permission(s), cause a breach of any Material Contract and which will have a Material Adverse Effect;
(ix) furnish to Purchaser, within ten (10) days after the end of a fiscal month, unaudited financial statements for the Company for such period in the same form as delivered to Purchaser for the prior months of 2016;
(x) not merge or consolidate with any other Person without the prior written consent of Purchaser;
(xi) promptly noti...
Conduct of Business of the Company Prior to the Closing. Seller covenants and agrees that on and after the date hereof and prior to the Closing, and except as approved by Purchaser in writing (such approval not to be unreasonably withheld or delayed), Seller will take Commercially Reasonable Efforts to cause the following:
(a) The Company will not declare, set aside, make or pay any dividend or other distribution in respect of its capital stock or repurchase, redeem, repay or otherwise acquire any outstanding shares of its capital stock.
(b) The business, operations, activities and practices of the Company will be conducted (i) only in the ordinary course of business and consistent with past practice and (ii) in compliance in all material respects with all applicable Laws;
(c) The Company will not take any action or fail to take any action as a result of which any of the changes or events listed in Section 5.11 would be likely to occur;
(d) The Company will preserve and maintain in full force and effect the Certificates of Authority listed in Schedule 5.1(b);
(e) The Company will not enter into, amend, terminate or fail to renew any Contract except (i) in the ordinary course of business and consistent with past practice, (ii) as contemplated by this Agreement or (iii) for the purchase or sale of investment assets in the ordinary course of business consistent with past practice and in accordance with this Agreement;
(f) Neither the Seller nor the Company will not take any action inconsistent with fulfilling the conditions to either Party’s obligation to close under Article VIII of this Agreement;
(g) The Company will not enter into any Contract to do any of the foregoing;
(h) The Company will not implement or adopt any material change in its accounting principles or practices other than as may be required by SAP, any Governmental Entity or applicable Law; and
(i) The Company will not write, issue, renew, reinstate, or bind any Policies or enter any reinsurance or retrocession agreements of any kind or nature to assume any risks, except for the Reinsurance Agreements.
Conduct of Business of the Company Prior to the Closing. Except as contemplated by this Agreement or with the prior written consent of Buyer during the period from the date of this Agreement to the Closing, Seller will cause the Company to use commercially reasonable efforts to maintain in full force and effect, and to take no action that would result in a default under (with or without due notice or lapse of time or both) the LM6000 Contract and otherwise preserve intact and take no other action with respect to the Company. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, Seller will cause the Company not to take any of the following actions, prior to the Closing, without the prior written consent of Buyer:
(a) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of additional Interests of any class, or securities convertible into any such Interests, or any rights, warrants or options to acquire any such Interests or other convertible securities;
(b) redeem, purchase or otherwise acquire any of its outstanding Interests;
(c) propose or adopt any amendment to its Governing Instruments;
(d) sell, transfer or otherwise dispose of any of its property or assets or suffer or permit a Lien (other than a Permitted Lien) on any of its property or assets;
(e) enter into any contract or modify or amend in any respect the LM6000 Contract;
(f) declare, set aside or pay any distribution in respect of its Interests; or
(g) enter into negotiations, whether written or oral, to take any of the foregoing actions. Seller shall advise Buyer as promptly as practicable of any change by GEPP in the indicated date of the Notice of RTS.
Conduct of Business of the Company Prior to the Closing. Except as otherwise contemplated by this Agreement or expressly consented to in writing by Purchaser, from the date hereof until the Closing, the Seller shall cause the Company to (i) conduct its business, operations, activities and practices only in the ordinary course of business and consistent with past practice; and (ii) use reasonable best efforts to maintain and preserve the rights, franchises, goodwill and relationships with any Person or customer having a business relationship with the Company. Without limiting the foregoing, from the date hereof under the Closing Date, Seller shall:
(a) Cause the Company to preserve and maintain all of its permits and licenses;
(b) Cause the Company to pay its debts, Taxes, and other obligations when due;
(c) Cause the Company to maintain the properties and assets owned, operated, or used by the Company in the same condition as they were on the date of this Agreement;
(d) Cause the Company to continue in full force and effect all insurance policies, if any, except as required by applicable law;
(e) Cause the Company to perform all of its obligations under all Contracts relating to or affecting its properties, assets, or business;
(f) Cause the Company to maintain its books and records in accordance with past practice; and
(g) Cause the Company to comply in all material respects with all applicable laws.
Conduct of Business of the Company Prior to the Closing. During the period from the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Seller shall, and shall cause the Company and each Company Subsidiary to, (a) conduct the Business in all material respects in the usual, regular and ordinary course consistent with past practice and (b) use commercially reasonable efforts to maintain and preserve intact the business organizations and goodwill of the Business and the Business’ current relationships with its customers, regulators, employees and other Persons with which the Business has significant business or other relationships.
Conduct of Business of the Company Prior to the Closing. During the period from the date of this Agreement to the Closing, the Company shall: (w) operate its business only in the Ordinary Course and in compliance with all Laws; (x) use its commercially reasonable efforts to preserve its business organization intact; (y) use its commercially reasonable efforts to keep available to itself the present services of its employees; and (z) use its commercially reasonable efforts to preserve for itself the goodwill of its suppliers, distributors and others with whom business relationships exist. Without limitation of the foregoing, except and to the extent (A) as otherwise expressly permitted by this Agreement, (B) as Buyer may approve in writing (such approval not to be unreasonably withheld), (C) as set forth in Schedule 4.3 or (D) required to comply with any applicable Law, the Company shall not, directly or indirectly:
(a) amend or otherwise change its certificate of incorporation or bylaws;
(b) merge or consolidate with any other Person, acquire any operation or business from any other Person, or restructure, reorganize or completely or partially liquidate;
(c) except for the New Shares Issuance, (i) issue, grant or sell any shares of its capital stock, (ii) issue, grant or sell any security, option, warrant, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the issuance, sale, pledge or other disposition of any shares of its capital stock, (iii) enter into any agreement, commitment or understanding calling for any transaction referred to in clause (i) or (ii) of this paragraph (b), or (iv) make any other changes in its equity capital structure;
(d) declare, set aside or pay any dividend or other distribution in respect of any shares of its capital stock, or except for the Equity Cancellation, cancel, reclassify, split, combine, subdivide, purchase, redeem or otherwise acquire, any shares of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock;
(e) use any of its Cash except to satisfy administrative claims and obligations that are, and to the extent, specifically set forth on Schedule 1.1(d);
(f) create, incur, repay, prepay or assume any indebtedness for money borrowed or obligations in respect of capital leases;
(g) assume, endorse, guarantee or otherwise become liable or responsible for (whether directly, contingently or otherwise) any indebtedness for money borrowed or any other obligation of ...
Conduct of Business of the Company Prior to the Closing. Except as required by applicable Law or as expressly provided in this Agreement (including, for the avoidance of doubt, the Reorganization) or the Ancillary Agreements, and except for matters identified in Section 5.01 of the Disclosure Letter, from the date of this Agreement through the Closing (or until earlier termination of this Agreement) (the “Interim Period”), unless Acquiror otherwise consents in advance (which consent shall not be unreasonably withheld, delayed or conditioned), each of the Contributor and the Company shall, and shall cause the Company to, (x) conduct the Business in all material respects in the ordinary course of business, (y) use commercially reasonable efforts to preserve intact the Business, its operations, permits, rights, goodwill, relations with guests, homeowners, homeowner associations, real estate clients, suppliers, and other service providers and commercial partners with which the Company does business and keep available the services of executive officers and employees of the Business, and (z) in each case, except for any actions taken or omitted to be taken by the Company or the Contributor that are reasonable in light of the then-current operating conditions and developments in response to or in connection with any actual or threatened pandemics (including COVID-19), its impact on economic conditions or actions taken by any Governmental Authority in response thereto or in response to any Law issued by a Governmental Authority, the Centers for Disease Control and Prevention, the World Health Organization or other public health authority providing for any government mandated shutdown, restrictions on travel, business closures, “sheltering-in-place,” curfews or other restrictions that relate to, or arise out of, any public health emergency, widespread occurrences of infectious diseases, epidemic, pandemic or disease outbreak, or changes in actual or threatened pandemics (including COVID-19), with respect solely to the Business and the Company, to the extent permitted by applicable Laws, not do or permit to be done any of the following:
(i) grant any Lien (other than granting or suffering to exist a Permitted Exception) on any material asset (whether tangible or intangible);
(ii) sell, transfer, lease, sublease or otherwise dispose of any material asset in excess of $[***];
(iii) issue, sell, pledge, dispose of, grant, encumber or transfer to any Person, or repurchase or otherwise acquire or offer to redeem, repurchase or...