Conduct of Business Pending the Closing Date. The Stockholders agree that, except as permitted, required or specifically contemplated by, or otherwise described in, this Agreement, or otherwise consented to or approved in writing by the Acquisition Sub, during the period commencing on the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing, the stockholders will take all action, or refrain from taking any action, necessary to ensure that:
(a) Each of the Company and the Subsidiaries conduct their respective operations only according to their ordinary and usual course of business consistent with past practice; and
(b) Neither the Company nor any of the Subsidiaries:
(i) amend its Articles or Certificate of Incorporation or its By-Laws (or comparable governing documents); provided, however, the Company may amend its Articles of Incorporation to reflect a new par value of the Company Common Stock;
(ii) issue or sell, or authorize to issue or sell, any shares of its capital stock or any other securities (other than the issuance of a warrant to purchase Company Common Stock pursuant to a proposed financing agreement with Cisco Systems Capital Corp. (the "Cisco Financing Agreement") and issuances of Company Common Stock upon exercise of existing Company Options or Company Warrants), or issue or sell, or authorize the issuance or sale of, 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 issuance or sale of, any shares of its capital stock or any other securities, or make any other changes in its capital structure;
(iii) sell or pledge or agree to sell or pledge any stock or other equity interest owned by it in any other Person;
(iv) declare, pay or set aside any dividend or other distribution or payment with respect to, or split, combine, redeem or reclassify, or purchase or otherwise acquire, any shares of its capital stock or its other securities, or make any other payments to its Affiliates;
(v) enter into any contract or commitment with respect to capital expenditures in excess of $25,000;
(vi) acquire, by merging or consolidating with, by purchasing an equity interest in or a portion of the assets of, or by any other manner, any business or any Person, or otherwise acquire any assets of any Person;
(vii) except with the prior written consent of the Acquisition Sub or to the extent required under applicable law, rule or regulation, increase t...
Conduct of Business Pending the Closing Date. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 10.1 or the Closing, except (w) as may be required by a Governmental Entity or Law, (x) to the extent the Purchaser shall otherwise consent in writing, which consent shall not unreasonably be withheld, delayed or conditioned, (y) as otherwise expressly provided or expressly permitted in this Agreement and (z) as provided in Section 6.3 of the Company Disclosure Letter, the Company shall (and the Sellers shall cause the Company to) conduct its and the Company Subsidiaries’ businesses in all material respects in the Ordinary Course of Business, and in accordance, in all material respects, with all applicable Laws and use reasonable best efforts to preserve the material assets and properties of the Company and its Subsidiaries in good repair and condition, keep available the services of its present officers, and, in the Ordinary Course of Business, preserve the current material business relationships of the Company and its Subsidiaries. Without limiting the generality of the foregoing, except (1) as may be required by a Governmental Entity or Law, (2) to the extent the Purchaser shall otherwise consent in writing, which consent shall not unreasonably be withheld, delayed or conditioned, (3) as otherwise specifically provided in this Agreement and (4) as provided in Section 6.3 of the Company Disclosure Letter, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company agrees not to, and the Sellers agree not to permit the Company to, take any of the following actions (and to cause the Company’s Subsidiaries not to take such actions):
(a) amend its certificate of incorporation or its by-laws, articles of organization, limited liability company agreement, partnership agreements or equivalent organizational documents;
(b) (i) authorize for issuance, issue, deliver, sell, pledge, transfer, grant, dispose of or encumber any shares of capital stock or other equity or voting interests of the Company or any of its Subsidiaries or any securities convertible into, exchangeable or exercisable for or representing the right to subscribe for, purchase or otherwise receive any such shares or interests or any stock appreciation rights, “phantom” stock rights, performance units, rights to receive shares of capital stock or...
Conduct of Business Pending the Closing Date. The Seller agrees that, after the date hereof and prior to the Closing or earlier termination hereof, unless specifically provided for herein, in Section 7.7 of the Company Disclosure Letter, or pursuant to the prior written consent of the Purchaser (which consent will not be unreasonably withheld or delayed), each of the Seller and the Company will:
(a) cause the Business to be conducted only in the ordinary course consistent with past practice in material compliance with Applicable Law, provided that the Seller and the Company may take action, including seeking the consent of Fund Clients, to permit the allocation of trades between the Funds and other clients of BEM that are managed on a pari passu basis with the Funds so as to equalize the performance of the accounts of the Funds and such other clients;
(b) refrain from making and prevent any change to the Organizational Documents of the Company, and will not create any Subsidiary;
(c) cause the Company to refrain from entering into any new Contract that would have been, if effective as of the date hereof, a Material Contract, or to prevent any amendment of or alteration to any existing Material Contract (except in the ordinary course of business), in each case including any Investment Advisor Contracts;
(d) prevent any change in the authorized, issued or outstanding interests of the Company;
(e) prevent the payment of any carried interest or return of capital or other distributions owed or payable to the Company;
(f) use their best efforts to preserve the business organization and structure of the Company and BEM, and to keep available the services of the present employees and agents of the Company and BEM and to preserve the good will of customers, suppliers, employees and others having business relations with the Company and BEM;
(g) consistent with past practice, maintain all assets owned, leased or regularly used by the Company and BEM in good operating condition and repair, ordinary wear and tear excepted, and maintain existing insurance coverage on such assets as well as other existing insurance coverage;
(h) refrain from, in a single transaction or a series of related transactions, selling, leasing, pledging, encumbering or otherwise disposing of, or agreeing to sell (or engage in a sale-leaseback), lease (whether such lease is an operating or capital lease), pledge, encumber or otherwise dispose of, any of the material assets of the Business, other than in the ordinary course of business consis...
Conduct of Business Pending the Closing Date. (a) TeleCorp agrees and hereby covenants that, except as permitted, required or contemplated by this Agreement or as described in clear detail in Section 4.2 of the Company Disclosure Schedule or as otherwise consented to in writing by AWS during the Interim Period:
(i) it shall (x) cause its business (including that of its Subsidiaries) to be conducted only in the Ordinary Course of Business consistent with reasonably anticipated subscriber growth and in compliance with applicable Laws and (y) use all reasonable efforts to preserve intact TeleCorp's business organization, keep available the services of its employees and preserve the current relationships with its customers, suppliers and other persons with which it has significant business relations; and
(ii) without limiting the foregoing, it shall not, and shall not permit any of its Subsidiaries to:
(A) amend its Certificate of Incorporation or By-laws or other equivalent organizational document;
(B) (1) merge, consolidate or engage in a similar business combination or (2) make any disposition of any direct or indirect ownership interest in or assets comprising any tower or wireless system or part thereof or cell site or any other local service or access system (including any shares of capital stock of any Subsidiary holding any such interest) or other investment (other than cash equivalents) or material business enterprise or operation (except for the replacement or upgrade of assets, or disposition of redundant assets, in each case in the Ordinary Course of Business), except sales of individual assets (other than inventory) in the Ordinary Course of Business and sales of licenses to the extent permitted by Section 4.2(a)(ii)(G)(4);
(C) issue or sell any shares of its capital stock or other equity or equity-based interests in or securities convertible into or exchangeable for such shares or equity interests, except for (A) the issuance of additional options to purchase TeleCorp Class A Voting Common Stock pursuant to the TeleCorp Option Plans in a manner and amount that is consistent as to timing and amount with the timing and amount of such grants made under such plans during the 12 months ending October 5, 2001 and in any case does not result in there being outstanding options to purchase more than 13,278,252 shares of TeleCorp Class A Voting Stock (assuming, for purposes of this clause (A), that no outstanding options are exercised), and provided that the consummation of the transactions contemplat...
Conduct of Business Pending the Closing Date. From and after the date hereof, until the earlier of the Closing and the termination of this Agreement, except as otherwise expressly permitted by this Agreement or consented to by Buyer in writing, Seller shall, and to the extent applicable to the Purchased Assets or the Business, cause its Affiliates to:
(a) operate the business and affairs of Seller in the Ordinary Course of Business and maintain the Purchased Assets in compliance in all material respects with all applicable Laws;
(b) keep full, complete and accurate Books and Records;
(c) maintain its existence and maintain Seller’s good standing in its jurisdiction of organization;
(d) maintain the general character of the Purchased Assets in the ordinary and usual manner;
(e) maintain all material Permits required to be held by Seller and timely file all reports, statements, renewal applications and other filings, and timely pay all fees and charges in connection therewith that are required to keep such Permits in full force and effect;
(f) maintain in full force and effect substantially the same Insurance Policies now in effect with respect to the Purchased Assets, and, if applicable, renew or replace such Insurance Policies with coverage no less favorable to Seller;
(g) comply in all material respects with all Environmental Laws applicable to the operation of Seller, the Business or the operation of the Purchased Assets, the leasing of the Oakton Office Lease and the management of the Managed Properties;
(h) ensure that all obligations of Seller and its Affiliates required to be performed under the Oakton Office Lease Assumed Contracts are satisfied in all material respects;
(i) notify Buyer in writing (as promptly as practicable) in the event that it becomes aware of any material change with respect to any Purchased Asset, Assumed Liability or Managed Property;
(j) duly and timely file or cause to be filed Tax Returns and all other material reports and returns required to be filed with any Governmental Authority and promptly pay or cause to be paid when due all Taxes and other material assessments and governmental charges, including interest and penalties levied or assessed, unless contested in good faith by appropriate proceedings; and
(k) take no action which materially adversely affects the ability of any party to (i) obtain the consents required pursuant to Section 8.03(b), or (ii) perform its covenants and agreements under this Agreement; and
(l) continue to pay accounts payable utilizing nor...
Conduct of Business Pending the Closing Date. From the date hereof until the Closing Date, except as otherwise approved in writing by MIOA, the Company and the Shareholders covenant as follows:
Conduct of Business Pending the Closing Date. The Sellers hereby agree to procure that, pending the Closing Date and except as otherwise agreed by the Purchaser in writing, the following will take place:
(1) The Companies will carry on their business diligently and substantially in the same manner as presently conducted. They shall not institute any new methods of management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment except in the ordinary course of business and consistent with past practice.
(2) The Companies will conduct their business in a way that the statements contained in Section 5 above are correct as of the Closing Date, save for any changes or deviations which are the result of the continuing business operations in the ordinary course of business.
(3) Neither will the Sellers cast their vote to pass a dividend resolution of Xxxxx Xxxxxxx AG nor will Xxxxx Xxxxxxx AG pay any dividends to its shareholders other than dividends set forth in Section 5 para. 10 above.
(4) KPMG as advisors will continue to assist Xxxxx Xxxxxxx AG to reconcile its results for future US reporting purposes as consolidated statements under US generally accepted accounting principles (US-GAAP) for the calendar year 2003, for each of the calendar quarters of the year 2003 and for the first calendar quarter of 2004.
Conduct of Business Pending the Closing Date. Pending the Closing Date, and except as otherwise consented to by the Purchaser, the Seller shall not sell, lease, encumber, or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of the Loans, or violate any law, statute, rule, governmental regulation, order or undertaking which violation would have a material adverse effect on the Loans.
Conduct of Business Pending the Closing Date. From the date hereof until the Closing Date, without the prior consent of Buyer, Seller shall conduct its affairs only in the ordinary course of business, not materially change the terms of any agreement with any customer or supplier, use commercially reasonable efforts to preserve the business organization and goodwill of the Business intact, confer on a regular and frequent basis with representatives of Buyer to report operational matters and the general status of ongoing operations, and notify Buyer of any emergency or other change in the normal course of Seller's businesses or in the operation of Seller's or properties and of any governmental or third party complaints, investigations or hearings, except to the extent limited by applicable law.
Conduct of Business Pending the Closing Date. From the date hereof until the Closing Date, TWR shall continue to operate in accordance with the JV Agreement and the LLC Operating Agreement.
