Conduct of Business Until Closing. Except as otherwise provided in this Agreement, or as Parent may otherwise consent to (which consent shall not be unreasonably withheld), on and after the date hereof and prior to the Closing Date, the Company shall:
(a) not amend the organizational documents of the Company or any Subsidiary;
(b) not effect any transactions relating to the disposition of any material part of the assets of the Company, other than in the Ordinary Course;
(c) (i) conduct the Business in the Ordinary Course, (ii) use commercially reasonable efforts to preserve the Company’s current business organization and existing business relationships, (iii) maintain the Company’s property in substantially the condition currently existing, normal wear and tear excepted, and (iv) not intentionally take or fail to take any action outside the Ordinary Course that would cause any of the representations and warranties set forth in Article III to be untrue or incorrect in any material respect at any time on or after the date hereof and through the Closing Date;
(d) not make any distribution or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, the Company or any Subsidiary, or make any other changes in the capital structure of the Company or any Subsidiary other than the issuance of shares of Company Stock in connection with the exercise of Company Rights to acquire shares of Company Stock;
(e) except as required by Requirements of Law or an existing Plan or Contract and except with respect to the arrangements expressly contemplated to be implemented by the Company prior to the Closing pursuant to Section 6.5 or Section 7.5 hereof, not (A) make or agree to make any material increase in compensation, pension, or other fringe benefits or perquisites payable to any officer or investment professional or other employee of the Company or any Subsidiary other than routine wage or salary increases in the Ordinary Course (B) grant or agree to grant any severance or termination pay or enter into any Contract to make or grant any severance or termination pay or pay any bonus, other than those set forth on Section 6.2(e) of the Company Disclosure Letter, (C) grant or agree to grant or accelerate the time of vesting or payment of any awards under a Plan (including any equity rights to acquire any equity interests of the C...
Conduct of Business Until Closing. During the period from the date of this Agreement and continuing until the Closing, each Seller agrees that:
Conduct of Business Until Closing. During the period from the date of this Agreement and continuing until the Closing, Sellers agree (except as otherwise provided in this Agreement or as otherwise consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned, or delayed) that they will conduct their respective businesses with respect to the Transferred Assets in all material respects in the ordinary course of business consistent with past practice. During the period from the date of this Agreement and
Conduct of Business Until Closing. Except as set forth on Section 6.2 of the Company Disclosure Letter or as otherwise provided in this Agreement, or as Parent may otherwise consent to (which consent shall not be unreasonably withheld, delayed or conditioned), on and after the date hereof and prior to the Closing Date, the Company shall:
(a) not amend the organizational documents of the Company;
(b) not effect any transactions relating to the disposition of any material part of the assets of the Company, other than in the Ordinary Course;
(c) (i) conduct the Business in the Ordinary Course, (ii) use commercially reasonable efforts to preserve the Company’s current business organization and existing business relationships, (iii) maintain the Company’s property in substantially the condition currently existing, normal wear and tear excepted, and (iv) not intentionally take or fail to take any action outside the Ordinary Course that would cause any of the representations and warranties set forth in Article III to be untrue or incorrect in any material respect at any time on or after the date hereof and through the Closing Date;
(d) not make any distribution or declare, pay or set aside any dividend with respect to, or split, combine, redeem, reclassify, purchase or otherwise acquire directly, or indirectly, any equity interests or shares of capital stock of, or other equity or voting interest in, the Company, or make any other changes in the capital structure of the Company; provided however, that the Company may pay to UCFC or BWC immediately prior to Closing the difference between the Net Equity Value and the Reference Net Equity Value, as provided for in Section 2.2(b) above.
(e) except as required by Requirements of Law or an existing Plan or Contract and except with respect to the arrangements expressly contemplated to be implemented by the Company prior to the Closing pursuant to Section 6.5 or Section 7.5 hereof, not (A) make or agree to make any increase in compensation, pension, or other fringe benefits or perquisites payable to any officer or investment professional or other employee of the Company other than routine wage or salary increases in the Ordinary Course (B) grant or agree to grant any severance or termination pay or enter into any Contract to make or grant any severance or termination pay or pay any bonus, other than those set forth on Section 6.2(e) of the Company Disclosure Letter, (C) grant or agree to grant or accelerate the time of vesting or payment of any awards und...
Conduct of Business Until Closing. Pivot agrees that from and after the date first written above until the Closing Date, unless it has received the prior written consent of MTM, it will:
(a) Operate its business only in the usual, regular and ordinary course consistent with reasonable business practice; (b) Use all commercially reasonable efforts as to events within Pivot's control to prevent the occurrence of any change or event which would prevent any of the representations and warranties of Pivot contained herein from being true at and as of the Closing Date with the same effect as though such representations and warranties had been made at and as of the Closing Date, except for changes in the ordinary course of business which are not in the aggregate materially adverse or otherwise in violation of this section 6.1; (
Conduct of Business Until Closing. Except as permitted or required hereby or as Buyer may otherwise consent in writing, between the date hereof and the Closing:
Conduct of Business Until Closing. Except as set forth on Schedule 6.1 or otherwise provided in this Agreement, or as Azzurro may otherwise consent to or approve in writing on and after the date hereof and prior to the Closing Date with respect to the Business, which consent shall not be unreasonably withheld, Seller agrees (in respect of the Business):
(a) (i) to conduct its business, operations, activities and practices in all material respects in accordance with past practice and (ii) to use commercially reasonable efforts to preserve its current business organization and existing business relationships and prospects in all material respects;
(b) neither to (i) change the overall character of the business, operations, activities and practices in any material way; nor (ii) except in the Ordinary Course, sell, lease, or grant any option to sell or lease, give a security interest in or otherwise create any Encumbrance (other than a Permitted Encumbrance) on any material part of its assets;
(c) not to sell, license or transfer any material Intellectual Property rights other than in the Ordinary Course;
(d) not to enter into any binding agreement or arrangement with the IRS (or any similar Tax authority), with respect to the Business, which relates to any period or periods after the Effective Time; or
(e) not to enter into any agreement (conditional or otherwise) to do any of the actions prohibited or restricted by any of the foregoing.
Conduct of Business Until Closing. Pending the Closing, Seller shall cause NWN, and NWN agrees, to conduct its business only in the ordinary course. Without limitation of the foregoing, NWN shall (A) use its best efforts to preserve intact its business and its assets; (B) maintain its assets in good repair and operating condition except for fire, flood or other Acts of God; (C) continue in full all existing insurance coverage, (D) not enter into any material contract or other transaction without prior written approval of Purchaser; (E) use its best efforts to retain employees, customers and suppliers; (F) refrain from any increase in the compensation or benefits of employees or any commitment for an increase; (G) not engage in any inter-company transaction with any of its affiliates except for continuation of transactions in the normal course of business fully disclosed in exhibits to this Agreement; (H) refrain from any sale or transfer or commitment to sell or-transfer any of its assets except for sales of products in the ordinary course of business or any action or omission which will subject its assets to any lien, encumbrance, or security interest; (I) refrain, without Purchaser's consent, from any material modification of any of its assets or commitment for any capital expenditure.
Conduct of Business Until Closing. Except as expressly provided in this Agreement or with the prior written consent of the Purchaser, prior to the Closing the Company and each other WinZip Entity shall, and the Seller will cause the Company and each other WinZip Entity to:
(a) operate the Business (including, without limitation, the payment of payables and the collection of receivables) only in the ordinary course, consistent with past practice and, to the extent consistent with that operation, use best efforts to preserve its business organization, including the services of its officers and employees, and its business relationships with customers, suppliers and others having business dealings with it;
(b) maintain all its assets, whether owned or leased, in good condition and repair and maintain insurance upon all its assets comparable in amount, scope and coverage to that in effect on the date of this Agreement;
(c) satisfy all salary or bonus obligations to employees, as incurred up until and including the Closing Date (including, without limitation, all declared and owing 2005 bonus payments);
(d) maintain its books, records and accounts in the ordinary course on a basis consistent with past practice (including the recording and/or treatment of accounts receivable and payable); and
(e) do or refrain from doing all acts and things in order to ensure that the representations and warranties in Article III remain true and correct in all material respects at the Closing Date (except for any representations and warranties which are qualified by materiality in Article III, which representations and warranties are to be strictly true and correct) as if those representations and warranties were made at and as of the Closing Date, and to satisfy or cause to be satisfied the conditions in Section 8.02(a) which are within its control.
Conduct of Business Until Closing. During the period from the Agreement Date and continuing until the Closing, CTI agrees (except as listed on Schedule 8.6 or as otherwise provided in this Agreement or to the extent that Spectrum otherwise consents in writing, which consent shall not be unreasonably withheld, conditioned or delayed) that CTI will conduct its business with respect to the Product and the Conveyed Assets in substantially the same manner as presently conducted. Nothing contained herein shall be deemed to require the expenditures of any funds outside of the ordinary course of business.
