Conduct of Business of Xxxxxx. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time, XXXXXX will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization. Except as otherwise expressly provided in this Agreement or in the XXXXXX Disclosure Schedule, prior to the Effective Time, XXXXXX shall not, without the prior written consent of GSI: amend its Articles of Incorporation or Bylaws (or other similar governing instrument); authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities (except bank loans) or equity equivalents (including, without limitation, any stock options or stock appreciation rights; 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, make any other actual, constructive or deemed distribution in respect of its capital stock or otherwise make any payments to stockholders in their capacity as such, or redeem or otherwise acquire any of its securities; adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of XXXXXX (other than the Merger);
Conduct of Business of Xxxxxx. During the period from the date of this Agreement to the Closing, except (i) as contemplated by the Xxxxxx Transaction Agreements and the transactions contemplated hereby and thereby, including the consummation of the Transactions and (ii) as otherwise set forth in Section 8.2 of the Xxxxxx Disclosure Schedule, Xxxxxx shall, and shall cause its Subsidiaries to, (x) conduct their businesses and operations in the ordinary course, consistent with past practice, and (y) shall use their reasonable best 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, lessees, licensees and other third parties to the end that their goodwill and ongoing business shall not be impaired in any material respect.
Conduct of Business of Xxxxxx. During the period from the date hereof to the Closing of the Formal Agreement, Xxxxxx will conduct its operations in the ordinary course of business consistent with past practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organization, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Closing of the Formal Agreement.
Conduct of Business of Xxxxxx. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), Xxxxxx agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by Pioneer): (a) to carry on its business in the usual regular and ordinary course in substantially the same manner as heretofore conducted; (b) to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes; (c) to pay or perform other obligations when due; and (d) to use commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it. Xxxxxx agrees to promptly notify Pioneer of (a) any event or occurrence not in the ordinary course of Verdia’s business, and of any event that could reasonably be expected to have a Material Adverse Effect on Xxxxxx; and (b) any change in its capitalization as set forth in Section 3.7. Without limiting the foregoing, except as expressly contemplated by this Agreement or the Xxxxxx Disclosure Schedule, Xxxxxx shall not do, cause or permit any of the following, without the prior written consent of Pioneer:
Conduct of Business of Xxxxxx. During the period from the date of this Agreement through and including the Effective Time, except as specifically contemplated by this Agreement or as set forth in Section 7.1 of the Xxxxxx Disclosure Schedule, (i) Xxxxxx shall consult with the Integration Committee regarding any matter covered by subsections 7.1.1 through 7.1.10 (inclusive), 7.1.11(ii), 71.12 through 7.1.16 (inclusive), and 7.1.21(i) to the extent that it relates to another subsection enumerated in this subclause (i), and shall comply with such subsections unless otherwise consented to or approved in writing by Total (which consent or approval shall not be unreasonably withheld), (ii) Xxxxxx shall consult with the Integration Committee regarding any matter covered by subsections 7.1.18, 7.1.19, and 7.1.20, and (iii) Xxxxxx shall comply with subsections 7.1.11(i), 7.1.17, 7.1.21(i) to the extent that it relates to another subsection enumerated in this subclause (ii), and 7.1.21(ii) unless otherwise consented to or approved in writing by Total:
Conduct of Business of Xxxxxx. Xxxxxx hereby covenants and agrees that until the earlier of the Termination Date and the Closing Date:
