Conduct of Business Prior to Closing Date. (a) Except as may be otherwise contemplated by this Agreement or required by any of the documents listed in the Disclosure Schedule or except as Buyer may otherwise consent to in writing (which consent shall not be unreasonably withheld), between the date hereof and the Closing Date, the Company will continue to conduct its operations and business in the ordinary course as conducted on the date hereof and will not engage in or permit any transactions outside the ordinary course. The parties hereby agree that transactions outside the ordinary course include for the purposes of this paragraph 5.1(a), without limitation, any business combination transaction, the offer or sale of any debt or equity securities or rights or options to acquire such securities, the sale of any assets, the modification of any material agreement or the execution of any material agreement, commitment, agreement in principal or letter of intent, the incurrence of any material liability, agreeing to any compensation for any executive officer or employee, any distributions with respect to any capital stock, the grant or issuance of any option, warrant or other derivative security, and the amendment, termination of or default under any material agreements or contracts. Seller will cause the Company not to (i) make any change in the Company's Certificate of Incorporation, By-Laws or similar charter documents; (ii) make any change in its issued or outstanding capital stock, or issue any warrant, option or other right to purchase shares of its capital stock or any security convertible into shares of its capital stock, or redeem, purchase or otherwise acquire any shares of its capital stock, or declare any dividends or make any other distribution in respect of its capital stock; (iii) voluntarily incur or assume, whether directly or by way of guarantee or otherwise, any material obligation or liability; (iv) mortgage, pledge or encumber any material part of its properties or assets, tangible or intangible; (v) sell or transfer any material part of its assets, property or rights, or cancel any material debts or claims; (vi) amend or terminate any Company Contract or any Company Material Permit to which it is a party; (vii) adopt any employee benefit plan; (viii) make any changes in the accounting methods, principles or practices employed by it, except as required by generally accepted accounting principles; (ix) make any capital expenditure or enter into any commitment therefor; (x) incur any...
Conduct of Business Prior to Closing Date. Except as ----------------------------------------- expressly contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Big Stuff shall conduct its business in the ordinary course and consistent with past practice, subject to the limitations contained in this Agreement, and Big Stuff shall use its reasonable business efforts to preserve intact its business organization, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with all Persons with whom it does business. Except as expressly contemplated by this Agreement, and it being acknowledged and agreed by each of the parties to this Agreement that Parent is in the process of a substantial reduction in workforce, and, subject to Section 5.11, Parent shall, and it shall cause the Active ------------ Parent Subsidiaries to, use its or their reasonable business efforts to preserve intact its business organization, consistent with the budget adopted by the Executive Committee of the Board of Directors of Parent, to keep available the services of only those officers, agents and employees whom Parent believes are required to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, after the date of this Agreement and prior to the Closing Date, (i) Big Stuff will not, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed); and (ii) subject to Section 5.11, neither Parent nor any Active Parent Subsidiary ------------ will, without the prior written consent of Big Stuff (which consent shall not be unreasonably withheld or delayed):
(a) except as provided for in this Agreement, the Company Acquisition Agreement or the Web Acquisition Agreement, amend or propose to amend its Certificate or Articles of Incorporation or Bylaws (or comparable governing instruments) in any material respect;
(b) except as set forth on Schedule 6.6(b)(i) to be ------------------ provided during the Schedule Period, with regard to Web, or Parent Common Stock to be issued pursuant to those options or warrants listed on Schedule 6.6(b)(ii) to be provided during the Schedule Period or in ------------------- Section 6.10, with regard to Parent or the Active Parent Subsidiaries, ------------ authorize for issuance, issue, grant, sell, pledge, dispose of or pro...
Conduct of Business Prior to Closing Date. From the date hereof until and including the Closing Date, except as otherwise contemplated by the terms of this Agreement or as shall hereafter be consented to in writing by Purchaser, Frey Xxxreholders, jointly and severally, agree that each Waldorf Entity shall:
(a) Carry on its respective businesses in the ordinary course in substantially the same manner as heretofore conducted and not engage in any new line of business or enter into any agreement, transaction or activity or make any commitment except those in the ordinary course of business which are not otherwise prohibited under this Section 6.3;
(b) Neither change nor amend its articles of incorporation or bylaws;
(c) Not issue, sell or grant 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 of the capital stock of any Waldorf Entity or rights or obligations convertible into or exchangeable for any shares of the capital stock of any Waldorf Entity and not make any changes (by split-up, combination, reorganization or otherwise) in the capital structure of any Waldorf Entity;
(d) Not declare, pay or set aside for payment any dividend or other distribution in respect of the capital stock or other equity securities of any Waldorf Entity and not redeem, purchase or otherwise acquire any shares of the capital stock or other securities of any Waldorf Entity or rights or obligations convertible into or exchangeable for any shares of the capital stock or other securities of any Waldorf Entity or obligations convertible into such, or any options, warrants or other rights to purchase or subscribe to any of the foregoing;
(e) Not acquire or enter into an agreement to acquire, by merger, consolidation or purchase of stock or assets, any business;
(f) Use its reasonable efforts to preserve intact its corporate existence, goodwill and business organization, to keep its officers and employees available to Purchaser and to preserve its relationships with customers, suppliers and others having business relations with it;
(g) Except borrowings made in the ordinary course of business under the current revolving credit facility of Waldorf, not (i) create, incur or assume any long-term debt (including obligations in respect of capital leases) which individually involve annual payments in excess of $25,000 or, except in the ordinary course of business under existing lines of credit, create, incur or assume any short-term debt for...
Conduct of Business Prior to Closing Date. From the date hereof to the Closing Date, the Company, each Subsidiary and the Seller in respect of the Business shall:
(a) conduct the Business in the ordinary and usual course of business consistent with past and current practices and shall use their Best Efforts to maintain and preserve intact their business organizations and goodwill, to retain the services of their key officers and employees and to maintain satisfactory relationships with suppliers, distributors, customers, clients and others having business relationships with them;
(b) confer on a regular and frequent basis with Representatives of the Purchaser to report operational matters and the general status of ongoing operations including profit margins, cost increases and material adverse trends;
(c) except in connection with the transactions expressly contemplated by this Agreement, take no action (or fail to take any action) which would cause or permit their respective representations and warranties contained in this Agreement to be untrue in any material respect at the Closing Date;
(d) except as described in Section 6.03(d) of the Disclosure Schedule, the Seller covenants and agrees that, prior to the Closing, without the prior written consent of the Purchaser, neither the Seller, the Company, any Subsidiary nor any other subsidiary of the Seller will do any of the things enumerated in Section 3.08 (including, without limitation, clauses (a) through (x) thereof);
(e) confer with the Purchaser regarding any communication or negotiation with respect to any disputed material Receivable ; and
(f) diligently defend in consultation with the Purchaser the litigation referred to in Schedule 2.06(g) hereto; provided, however, that such litigation shall not be compromised or settled without the Purchaser's prior written consent, such consent not to be unreasonably withheld or delayed, it being understood that any such settlement or compromise shall give a full, complete and unconditional release of any and all liability and claims against the Company, the Subsidiaries and the Business.
Conduct of Business Prior to Closing Date. The Seller and each of the Stockholders covenants and agrees that, from and after the Effective Date and until the earlier to occur of (i) the Closing or (ii) the date of termination of this Agreement pursuant to Section 15 below, with respect to the Acquired Assets, except as otherwise specifically consented to or approved by the Buyer in writing:
Conduct of Business Prior to Closing Date. From the date hereof to the Effective Date, the Entities and the Shareholders shall:
(a) conduct the business operations of the Restaurants and Entities in the ordinary and usual course of business consistent with past and current practices and shall use their best efforts to maintain and preserve intact their business organizations and goodwill, to retain the services of their key officers and employees and to maintain satisfactory relationships with suppliers, distributors and others having business relationships with them;
(b) confer on a regular and frequent basis with one or more representatives of OSI to report material operational matters and the general status of ongoing operations;
(c) notify OSI of any emergency or other change in the normal course of the Entities' business and of any governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated) if such emergency, change, complaint, investigation or hearing would be material to any of the Entities' business or properties including, without limitation, complaints, investigations or hearings relating to any liquor licenses or permits held by any of the Entities or to the transfer to or assumption by Outback of such licenses or permits;
(d) not solicit or authorize any person to solicit or encourage, directly or indirectly, any inquiry or proposal for the acquisition of all or any material part of the capital stock of any Corporation or Partnership Interests, the assets or business of any of the Entities, or for the merger or other acquisition of any of the Entities with or by any other person or entity or enter into negotiations for any such proposal or provide any person with information or assistance in furtherance of any such inquiry or proposal, other than the transactions contemplated by this Agreement, and shall promptly notify OSI orally and in writing of all inquiries or proposals received with respect to such matters; and
(e) take no action (or fail to take any action) which would cause or permit their representations and warranties contained in this Agreement to be untrue in any material respect at the Effective Date.
Conduct of Business Prior to Closing Date. Except as expressly contemplated by this Restated Agreement, during the period from the date of this Restated Agreement to the Closing Date, the Company shall conduct, and it shall cause the Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, subject to the limitations contained in this Restated Agreement, and the Company shall, and it shall cause the Subsidiaries to, use its or their reasonable best efforts to preserve intact its business organization, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with all Persons with whom it does business. Except as expressly contemplated by this Restated Agreement, and it being acknowledged and agreed by each of the parties to this Restated Agreement that Parent is in the process of a substantial reduction in workforce, and, subject to the sale of the CLEC Operations, Parent shall, and it shall cause the Active Parent Subsidiaries to, use its or their reasonable best efforts to preserve intact its business organization, consistent with the budget adopted by the Executive Committee of the Board of Directors of Parent, to keep available the services of only those officers, agents and employees whom Parent believes are required to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Restated Agreement, after the date of this Restated Agreement and prior to the Closing Date, (i) neither the Company nor any Subsidiary will, without the prior written consent of Parent; and
Conduct of Business Prior to Closing Date. Section 1. 051. Conduct of Business Prior to Closing Date. Except as permitted by prior written consent of Buyer, between the date hereof and the Closing:
(a) Subject to subsections (b), (c), (d) and (e) below, Seller will not:
(i) take any action, fail to take any action or suffer any event to occur which would have the effect of making any representation or warranty set forth in Article
Conduct of Business Prior to Closing Date. Except as otherwise set forth on Schedule 7.1, Stockholders hereby covenant that from and after the date hereof, and to and including the Closing Date (unless otherwise agreed to in advance in writing by Xxxxx):
Conduct of Business Prior to Closing Date. Sellers shall cause each of the Company and the Subsidiaries to conduct its operations in the ordinary course of business consistent with past and current practices; provided, however, Sellers may cause the Company to enter into contracts for the completion of work with respect to the Mausoleo Gayosso if, prior to the signing of any such contract, Sellers shall have (1) provided to Buyers a copy of such contract and (2) obtained Buyers consent thereto, which consent shall not be unreasonably withheld. Without limiting the generality of the foregoing, Sellers will not cause or permit any of the Company and the Subsidiaries to:
(i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock; except as set forth on Schedule 7(h);
(ii) change its capital structure or impair its working capital except as set forth on Schedule 7(h);
(iii) purchase, sell or dispose of or grant licenses or other rights in or to any of its assets, or make or give any warranty or guaranty with respect to its products or services, other than in the ordinary course of business consistent with past practice;
(iv) increase the compensation of, or pay bonuses or severance pay to, its employees other than in the ordinary course of business consistent with past practice or as required by applicable law, collective bargaining agreements, employment agreements or management agreements except as set forth on Schedule 7(h); or
(v) take any action that would cause or permit the representations or warranties made herein to be inaccurate at the time of Closing.
