Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to: (a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practice; and (b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.
Appears in 10 contracts
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\), Stock Purchase Agreement (Broadway Financial Corp \De\), Stock Purchase Agreement (Broadway Financial Corp \De\)
Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable LawLaw or in the performance of any Material Contract that was Previously Disclosed, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
(a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practicebusiness; and
(b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board of Directors to act in accordance withact, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its with their duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.
Appears in 7 contracts
Samples: Subscription Agreement (Broadway Financial Corp \De\), Subscription Agreement (Broadway Financial Corp \De\), Subscription Agreement (Broadway Financial Corp \De\)
Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
to (a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practice; and
and (b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) Section 3.1 shall place any limit on the ability of the Board of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)
Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable LawLaw or by the performance of any Material Contract that was Previously Disclosed, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
(a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practicebusiness; and
(b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its with their duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.
Appears in 1 contract
Samples: Subscription Agreement (Central Pacific Financial Corp)
Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
(a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practicebusiness; and
(b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)
Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the InvestorTrustee, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:
(a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practice; and
(b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.
Appears in 1 contract
Samples: Stock Purchase Agreement (Broadway Financial Corp \De\)