Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller will comply with each of the following:
(1) The Acquired Business, and the other businesses of the Seller that relate to, use or affect the Acquired Assets, if any, will be conducted only in the ordinary and usual course, the Seller shall keep intact the business organization and goodwill of the Acquired Business, keep available the services of the employees of the Seller and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Acquired Business, and the Seller shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Acquired Business or affecting any material part of the Acquired Assets;
(2) The Seller shall not create, incur or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, affecting the Acquired Business or any of the Acquired Assets, except in the ordinary course of business and consistent with past practice;
(3) The Seller shall not (a) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any employees of the Seller, or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any such employee;
(4) The Seller shall not sell, lease, mortgage, encumber, or otherwise dispose of or grant any interest in any of the Acquired Assets except for sales, encumbrances and other dispositions or grants in the ordinary course of business of the Acquired Business and consistent with past practice and except for liens for taxes not yet due or liens or encumbrances that are not material in amount or effect and do not impair the use of the property, or as specifically provided for or permitted i...
Conduct of Business Pending the Transaction. The Company covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, the Company will comply with each of the following:
(1) The business of the Company shall be conducted only in the ordinary and usual course, it shall use reasonable efforts to use reasonable efforts to keep intact its business organization and goodwill, keep available the services of its officers and employees and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers, and other persons having business or financial relationships with the Company and the Company shall immediately notify the Purchaser of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Company.
(2) The Company shall not (a) amend its Articles of Incorporation or Bylaws, or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property.
(3) The Company shall not issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing.
(4) The Company shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice.
(5) The Company shall not (a) adopt, enter into, or amend any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee; or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with...
Conduct of Business Pending the Transaction. Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Seller shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Purchaser will comply with each of the following: The business of the Purchaser will be conducted only in the ordinary and usual course, the Purchaser shall keep intact the business organization and goodwill of the Purchaser's business, keep available the services of the employees of the Purchaser and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Purchaser, and the Purchaser shall immediately notify the Seller of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Purchaser;
Conduct of Business Pending the Transaction. PROFIRE and the PROFIRE Shareholders, to the extent within each Shareholder’s control, covenant and agree with FZON that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless FZON shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, PROFIRE and the PROFIRE Shareholders, to the extent within each Shareholder’s control, will comply with each of the following:
(a) Its business shall be conducted only in the ordinary and usual course. PROFIRE shall use reasonable efforts to keep intact its business organization and good will, keep available the services of its respective officers and employees, and maintain good relations with suppliers, creditors, employees, customers, and others having business or financial relationships with it, and it shall immediately notify FZON of any event or occurrence which is material to, and not in the ordinary and usual course of business of PROFIRE.
(b) It shall not (i) amend its Articles of Incorporation or Bylaws or (ii) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(c) It shall not (i) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of, its capital stock of any class, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as set forth in this Agreement.
(d) It shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, except in the ordinary course of business and consistent with past practice.
(e) It shall not (i) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director, or employee, or (ii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director or employee except, with respect to employee...
Conduct of Business Pending the Transaction. ATEC covenants and agrees with Interpharm and the Shareholders that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless Interpharm and the Shareholders shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, ATEC will comply with each of the following:
4.4.1 its business shall be conducted only in the ordinary and usual course, other than the Management Buyout;
4.4.2 it shall not (a) amend its Articles of Incorporation or Bylaws, or (b) split, combine, or reclassify any of its outstanding securities or declare, set aside, or pay any dividend or other distribution on or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock, or property;
4.4.3 it shall not (a) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of its capital stock of any class, except issuances pursuant to the exercise of stock options, warrants or convertible securities outstanding on the date of this Agreement, or (b) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing;
4.4.4 it shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures, other than in the ordinary course of business and other than the Management Buyout;
4.4.5 except as provided in Schedule 4.4.5, it shall not (a) adopt, enter into, or amend any bonus, profit-sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination, or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director or employee, or (b) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director, or employee;
4.4.6 neither it nor any of its Subsidiaries shall enter into, any material contract, agreement, commitment, or understanding binding ATEC, other than in the ordinary course of business and consistent with past practices;
4.4.7 it will not hold any meetings of its Board of Directors, or any committee thereof, or of its stockholders, without inviting a representative selected by Interphar...
Conduct of Business Pending the Transaction. HPC covenants and agrees to cooperate with Xxxxxxx Xxxxx in carrying out all his obligations under Section 5.1 of the OC Acquisition Agreement.
Conduct of Business Pending the Transaction. (a) Each of Sellers on the one-hand, and Navios on the other, covenants and agrees that, between the date hereof and the earlier to occur of the Closing Date or such earlier time as this Agreement is terminated in accordance with Article VII (such period being hereinafter referred to as the “Interim Period”), except as expressly required by this Agreement (including as required in connection with the Horamar Reorganization) or unless the other shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, each shall cause Nauticler and the Horamar Entities or CNSA, as appropriate: (i) to conduct its business only in the ordinary course of business, consistent with past practice and according to the plans previously made available to the other; (ii) not to take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) to use its reasonable best efforts to preserve intact its business organization, properties and assets, keep available the services of their officers, employees and consultants, maintain in effect all Horamar Material Contracts or CNSA Material Contracts, as applicable, and preserve their relationships, customers, licensees, suppliers and any other Persons with which it has business relations. By way of amplification and not limitation, except as expressly permitted by this Agreement or as necessary to implement the Horamar Reorganization, neither Nauticler (nor any of the Horamar Entities, which, for purposes of this Section shall include those entities that are to become Horamar Entities on or before the Closing as part of the Horamar Reorganization) nor CNSA shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Navios or the Sellers, as applicable:
(i) amend its estatutos, contratos sociales, pactos sociales, Certificate of Incorporation, Bylaws or other equivalent organizational documents, or otherwise alter their corporate structure through merger, liquidation, reorganization, restructuring or otherwise;
(ii) issue, sell, transfer, pledge, dispose of or encumber any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest of Nauticler or any Horamar Entity or CNSA, as applicable;
(iii) redeem, repurchase or otherwise acquire, directly o...
Conduct of Business Pending the Transaction. The Business Combination Agreement contains various restrictions on the operations of CCF, HBI and Providence before the effective time of the Transaction. In general, the Business Combination Agreement obligates each party to: • conduct their businesses in the usual, regular and ordinary course of business consistent with past practice; • use commercially reasonable efforts to maintain and preserve intact its business organization and its current relationships with its customers, regulators, employees and other persons with which it has business or other relationships; and • take no action that is intended to or would reasonably be expected to materially adversely affect or materially delay (i) the ability of any of the parties to obtain necessary approvals of any governmental entity required for the transactions contemplated by the Business Combination Agreement, (ii) the ability of any of the parties to perform their covenants and agreements under the Business Combination Agreement, or (iii) the consummation of the transactions contemplated by the Business Combination Agreement. In addition, each of CCF, HBI, and Providence has agreed not to do, or agree or commit to do, or permit any of its subsidiaries to do or agree or commit to do, any of the following without the prior written consent of the other parties: • incur any indebtedness for borrowed money, assume guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other individual corporation or other entity, or make any loan or advance or capital contribution to, or investment in, any person or entity, except in the ordinary course of business consistent with past practices and that are pre-payable without penalty; • adjust, split, combine, or reclassify any of its capital stock; • make, declare or pay any dividend, or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, except (i) dividends paid by any of its wholly-owned subsidiaries to such party or to any of such party’s wholly-owned subsidiaries, (ii) the acceptance of shares of its capital stock in payment of the exercise price or withholding taxes in connection with the exercise, vesting or settlement of equity-based awards or in payment or settlement of the exercise, settlement or conversion of outstanding warrants or other ...
Conduct of Business Pending the Transaction. Flooring Zone covenants and agrees with Cxxxxxx that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless Cxxxxxx shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, Flooring Zone, will comply with each of the following:
(a) It shall not (i) amend the Articles of Incorporation or Bylaws of FZ Georgia or (ii) split, combine, or reclassify any of the outstanding securities of FZ Georgia, or declare, set aside, or pay any dividend or other distribution on, or make or agree or commit to make any exchange for or redemption of any such securities payable in cash, stock or property.
(b) It shall not (i) issue or agree to issue any additional shares of, or rights of any kind to acquire any shares of capital stock of any class of FZ Georgia, or (ii) enter into any contract, agreement, commitment, or arrangement with respect to any of the foregoing, except as set forth in this Agreement.
(c) It shall not create, incur, or assume any long-term or short-term indebtedness for money borrowed or make any capital expenditures or commitment for capital expenditures of FZ Georgia.
(d) It shall not (i) adopt, enter into, or amend any bonus, profit sharing, compensation, stock option, warrant, pension, retirement, deferred compensation, employment, severance, termination or other employee benefit plan, agreement, trust fund, or arrangement for the benefit or welfare of any officer, director, or employee, or (ii) agree to any material (in relation to historical compensation) increase in the compensation payable or to become payable to, or any increase in the contractual term of employment of, any officer, director or employee except, with respect to employees who are not officers or directors, in the ordinary course of business in accordance with past practice, or with the written approval of Cxxxxxx.
(e) It shall not sell lease, mortgage, encumber, or otherwise dispose of or grant any interest in any FZ Georgia assets or properties except for: (i) encumbrances and other dispositions or grants in the ordinary course of business and consistent with past practice; (ii) liens for taxes not yet due; (iii) liens or encumbrances that are not material in amount or effect; or (iv) as specifically provided for or permitted in this Agreement.
(f) It shall cause FZ Georgia to not enter into any material agreement, commitment, or understanding, whe...
Conduct of Business Pending the Transaction. MSS and the MSS Shareholders listed on EXHIBIT A, to the extent within each Shareholder's control, covenant and agree with MRM that, prior to the consummation of the transaction called for by this Ag reement, and the Closing, or the termination of this Agreement pursuant to its terms, unless MRM shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, they will each comply with all of the following: (a) MSS' business shall be conducted only in the ordinary and usual course. MSS shall use reasonable efforts to keep intact its business organization and good will, keep available the services of its respective officers and employees, and maintain good relations with suppliers, creditors, employees, customers and others having business or financial relationships with MSS, and MSS shall immediately notify MRM of any event or occurrence which is material to, and not in the ordinary and usual course of, the business of MSS.
