CONDUCT OF BUSINESS PENDING Sample Clauses

CONDUCT OF BUSINESS PENDING. THE MERGER
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CONDUCT OF BUSINESS PENDING. THE MERGER SECTION 5.01 Conduct of Business by the Company Pending the Merger......................................... 42 SECTION 5.02 Conduct of Business by IHK and the IHK Subsidiaries Pending the Merger................................. 45
CONDUCT OF BUSINESS PENDING. THE ARRANGEMENT 21 Section 4.01 Conduct of Business by the Company Pending the Arrangement 21 Section 4.02 Subsequent Company Documents; Monthly Financial Statements 24 ARTICLE V ADDITIONAL AGREEMENTS 25 Section 5.01 Interim Order; Information Circular; Final Order 25 Section 5.02 Appropriate Action; Consents; Filings 26 Section 5.03 Access to Information 27 Section 5.04 No Solicitation 28 Section 5.05 D&O Indemnification 31 Section 5.06 Notification of Certain Matters 31 Section 5.07 Public Announcements 32 Section 5.08 Shareholder Approval 32 Section 5.09 Securities Exchange Filings 32 Section 5.10 Stock Purchase Plans 32 Section 5.11 Company Stock Options 33 Section 5.12 Further Assurances 33 ARTICLE VI CONDITIONS TO THE ARRANGEMENT 33 Section 6.01 Conditions to the Obligations of Each Party 33 Section 6.02 Conditions to the Obligations of Parent and Subco 34 Section 6.03 Conditions to the Obligations of the Company 35 Section 6.04 Merger of Conditions 36 ARTICLE VII TERMINATION, AMENDMENT AND WAIVER 36 Section 7.01 Termination 36 Section 7.02 Method of Termination; Effect of Termination 37 Section 7.03 Payments on Termination 38 Section 7.04 Amendment 39 Section 7.05 Waiver 39 ARTICLE VIII GENERAL PROVISIONS 40 Section 8.01 Non-Survival of Representations, Warranties and Agreements 40 Section 8.02 Expenses 40 Section 8.03 Notices 40 Section 8.04 Certain Definitions 42 Section 8.05 Interpretation 49 Section 8.06 Severability 49 Section 8.07 Entire Agreement; Assignment 49 Section 8.08 Parties in Interest 50 Page
CONDUCT OF BUSINESS PENDING. THE MERGER 1. Conduct of Business by LQ. During the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, unless Dynabazaar shall otherwise agree in writing, LQ shall conduct its business and the businesses of its subsidiaries only in the ordinary course of business and consistent with past practice; and LQ shall use reasonable commercial efforts to preserve substantially intact the business organization of LQ and its subsidiaries, to keep available the services of the present officers, employees and consultants of LQ and its subsidiaries and to preserve the present relationships of LQ and its subsidiaries with customers, suppliers and other persons with which LQ or any of its subsidiaries has significant business relations. During such period, neither LQ nor any of its subsidiaries shall, directly or indirectly, without the prior written consent of Dynabazaar: (a) amend LQ Charter Documents; (b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, without limitation, any phantom interest) in LQ or any of its subsidiaries (except for the issuance of shares of LQ Common Stock issuable pursuant to LQ Stock Options outstanding on the date hereof); (c) sell, pledge, dispose of or encumber any assets (except for sales of immaterial assets not in excess of $100,000 in the aggregate); (d) (i) declare, make or pay any dividend or other distribution in respect of any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or (iii) amend the terms or change the period of exercisability of any option, warrant or right, directly or indirectly, to acquire any such securities; (e) incur any indebtedness for borrowed money (other than in the ordinary course of business and consistent with past practice under any existing lines of credit) or issue any debt securities; (f) increase the compensation (including bonus) or severance payable to its directors, officers, employees or consultants; (g) fail to comply in all material respects with applicable laws and regulations or to timely file such ...
CONDUCT OF BUSINESS PENDING. THE MERGER SECTION 5.01. Conduct of Business by the Company Pending the Merger .. 23
CONDUCT OF BUSINESS PENDING. THE MERGER 36 ARTICLE VII ADDITIONAL AGREEMENTS 38
CONDUCT OF BUSINESS PENDING. THE MERGER 5.01. Conduct of Business by the Company Pending the Merger 13
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CONDUCT OF BUSINESS PENDING. THE MERGER; OTHER COVENANTS.............................................................. 31 SECTION 4.1 Conduct of Business of the Company Pending the Merger........ 31 SECTION 4.2 Conduct of Business of Merger Sub............................ 35 SECTION 4.3 Shareholders' Consent/Meeting................................ 35 SECTION 4.4 Access to Information; Confidentiality....................... 35 SECTION 4.5 Affiliates................................................... 36 SECTION 4.6
CONDUCT OF BUSINESS PENDING. THE MERGERS Section 6.1 Covenants of PSNC...........................................36 Section 6.2 Covenants of SCANA..........................................41
CONDUCT OF BUSINESS PENDING. THE MERGER 20 6.1 Conduct of Business by the Company 20 6.2 Tax Treatment 24 ARTICLE VII ADDITIONAL AGREEMENTS 24 7.1 Shareholders Meeting 24 7.2 Other Filings 25 7.3 Additional Agreements 26 7.4 Fees and Expenses 26 7.5 No Solicitations 26 7.6 Officers' and Directors' Indemnification 27 7.7 Access to Information; Confidentiality 29 7.8 Public Announcements 29 7.9 Notification of Certain Matters 29 7.10 Post-Merger Operations 29 7.11 Meridian Citizens Mutual Insurance Company 31 ARTICLE VIII CONDITIONS TO THE MERGER 31 8.1 Conditions to the Obligations of Each Party to Effect the Merger 31 (a) Shareholder Approval 31 (b) Xxxx-Xxxxx-Xxxxxx Act 31 (c) Other Regulatory Approvals 31 (d) Other Consents 31 (e) No Injunctions, Orders or Restraints; Illegality 32 (f) Merger of Mutuals 32 8.2 Conditions to Obligations of MergerCo and Parent 32 (a) Representations and Warranties 32 (b) Performance and Obligations of the Company 32 (c) Material Adverse Change 32 (d) Opinions 32 8.3 Conditions to Obligations of the Company 33 (a) Representations and Warranties 33 (b) Performance of Obligations of MergerCo and Parent 33 (c) Material Adverse Change 33 (d) Opinions 33 8.4 Frustration of Closing Conditions 33 ARTICLE IX TERMINATION, AMENDMENT AND WAIVER 33 9.1 Termination 33 9.2 Effect of Termination 35 ARTICLE X GENERAL PROVISIONS 37 10.1 Notices 37 10.2 Interpretation 38 10.3 Non-Survival of Representations, Warranties, Covenants and Agreements 38 10.4 Miscellaneous 38 10.5 Assignment 38 10.6 Severability 38 10.7 Choice of Law/Consent to Jurisdiction 38 10.8 No Agreement Until Executed 39 10.9 Extension; Waiver 39 10.10 Amendment 39 10.11 Additional Definitions 39 INDEX OF DEFINED TERMS Term Section
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