Conduct of Company Sample Clauses
Conduct of Company. Company covenants and agrees that, from the date hereof until the Effective Time, except as expressly provided otherwise in this Agreement, including Schedules 3.11 and 5.01 hereto, or as reasonably necessary for Company to fulfill its obligations hereunder, Company and its Subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their best efforts to preserve intact their business organizations and relationships with customers, suppliers, creditors and business partners and shall use their reasonable efforts to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the prior written approval of Parent (which approval shall not be unreasonably withheld):
(a) Company will not adopt or propose any change in its articles of incorporation or in its bylaws, other than changes effected to facilitate the Merger;
(b) Company will not, and will not permit any Subsidiary of Company to, adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of Company or any of its Subsidiaries (other than a liquidation or dissolution of any Subsidiary or a merger or consolidation between wholly owned Subsidiaries);
(c) Company will not, and will not permit any Subsidiary of Company to, make any investment in or acquisition of any business or stores of any Person or any material amount of assets (other than inventory), except for (i) acquisitions for cash of drug store businesses comprising not more than ten stores in any such business acquisition and (ii) any capital expenditure permitted by Section 5.01(k);
(d) Company will not, and will not permit any Subsidiary of Company to, sell, lease, license, close, shut down or otherwise dispose of any assets (other than inventory) or stores, except (i) pursuant to existing contracts or commitments listed on Schedule 5.01 or (ii) sales or other dispositions of assets or stores in the ordinary course of business consistent with past practice;
(e) Company will not, and will not permit any Subsidiary of Company to, declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to its capital stock other than (i) cash dividends payable by Company in an aggregate amount not in excess of $.06 per share per calendar quarter and ...
Conduct of Company. The Company shall exercise complete control over its employees, contractors and subcontractors and require them to comply with this Agreement, all applicable Legal Requirements, and all applicable policies of the Company. The Company shall also require its employees, contractors and subcontractors to conform to the highest standards of professionalism and ethical conduct. To the extent permitted by applicable Legal Requirements, the Company shall dismiss or discipline any of its employees, contractors or subcontractors who do not conform to such standards and shall take immediate action at its own expense to correct any violations of such standards.
Conduct of Company. No Member, Representative or officer (or (i) their respective Affiliates, (ii) their direct and indirect agents, employees, representatives, officers, directors, shareholders, members and partners, and (iii) the direct and indirect agents, employees, representatives, officers, directors, shareholders, members and partners of their Affiliates) (collectively, the “Indemnified Parties” and each an “Indemnified Party”), shall be liable to the Company or to any other Indemnified Party for any act performed, or omitted to be performed, by it in the conduct of its duties in connection with the Company if such act or omission is reasonably believed by such Person to be within the scope of the authority of such Person under this Agreement, is performed or omitted in good faith and without gross negligence or willful misconduct on the part of such Person, and does not otherwise constitute a material breach of this Agreement, subject to the limitations set forth in Section 4.3E, above (in the case of Tejon). The Company shall defend, indemnify and save harmless each Indemnified Party from any Claim sustained by any such Indemnified Party by reason of any act performed, or omitted to be performed, in good faith and without gross negligence or willful misconduct in the conduct of its duties within the scope of its authority expressly conferred by the Original LLC Agreement, the First Amended and Restated LLC Agreement (as amended) and/or this Agreement, provided that such act does not constitute a material breach of the Original LLC Agreement, the First Amended and Restated LLC Agreement (as amended) and/or this Agreement. The Company’s duty to defend each of the Indemnified Parties shall become effective immediately following the assertion of a Claim against an Indemnified Party; provided, however, that the Company shall not reimburse the attorneys’ fees or costs incurred by any Indemnified Party in any cause of action or proceeding commenced by a Member or the Company against such Indemnified Party, unless and until a final determination is made in such action or proceeding that the Indemnified Party is entitled to indemnification under this Section 16.2. Such indemnity shall not be construed to limit or diminish the coverage of any Member or Representative under any insurance obtained by the Company. Payment shall not be a condition precedent to any indemnification provided in this Agreement.
Conduct of Company. Company is permitted to conduct business only within the confines of its contracted exhibit space at Event. Only authorized representatives of Company are permitted to: (i) display or demonstrate any products, processes, or services, to fulfill orders, (ii) to wear identification of Company’s company or organization, or (iii) to distribute advertising or other materials within the confines of the Company’s exhibit space. Company must show goods or services manufactured or dealt in by Company in the regular course of business. Should an article of a non-exhibiting firm be required for operation or demonstration in a Company’s display, identification of such article shall be limited to the usual and regular nameplates imprint, or trademark under which same is sold in the general course of business. Marketing material matter of any description may be used or distributed only within the space assigned to the Company presenting such material. Only media and literature published and approved by HIMSS may be distributed at the registration desk, in the registration area, in the meeting rooms, in the exposition areas, in public areas, hotels with HIMSS housing block or in transportation areas under lease to HIMSS. No photography or videography is allowed by any photographer other than the designated Event photographer of HIMSS without prior written approval from HIMSS. Company may not enter the exhibit space of other exhibitors without invitation; nor may Company call or invite a visitor out of one exhibit and into its own. The following are prohibited: the use of noisemakers, promotions and presentations that may be judged by HIMSS, in its sole and exclusive discretion, as not in good taste, lacking in dignity, or not in keeping with the purpose of HIMSS. Company use of audio and visual equipment will be permitted, where appropriate to the display; however, sound must be maintained at not more than a level of 75 decibels. HIMSS reserves the right to restrict Company’s use of sound and other devices which exceed 75 decibels and interferes with the best interests of the exhibition as a whole. The violation of any of these rules is grounds for downward adjustment or loss of Company’s exhibitor points, and/or dismissal from Event exhibition hall and/or the Event with forfeiture of all associated monies.
Conduct of Company. Except as otherwise provided in this Agreement or with the consent of the Optionholder, the Shareholder and the Company must ensure that from the date of execution of this Agreement until the earlier of Completion and the Expiry Date, the Company:
(a) manages and conducts its affairs in the ordinary course of the business, in a manner comparable to that in which it was conducted for the 12 month period before the date of this Agreement and with all due care and in accordance with normal and prudent practice (having regard to the nature of the business and past practice and so as to comply with all applicable laws);
(b) uses its reasonable endeavours to maintain the value of the Company;
(c) does not, unless required or contemplated by this Agreement, or unless the Optionholder first consents in writing:
(i) enter into any material contract or commitment or terminate or alter any term of any such contract or commitment (including the JV Letter Agreement);
(ii) incur any Liabilities of $1,000 or more;
(iii) dispose of, agree to dispose of, Encumber or grant an option over any of the Company's assets or any interest in those assets;
(iv) engage any new employee, terminate the employment of any employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any employee, or offer to do any of those things;
(v) borrow money, increase the amount of existing borrowings or draw on any credit lines;
(vi) issue, agree to issue or grant any option to issue any equity or loan securities or any security convertible into any such securities;
(vii) issue any shares, or options to take up unissued shares, in the capital of the Company;
(viii) declare or pay any dividend, effect a buy back of its shares or make any other distribution of its assets or profits; or
(ix) alter or agree to alter its constituent documents.
Conduct of Company. Xxxxxx Xxxxx will not permit the Company to breach any of its obligations set forth in Section 9.1 hereof.
Conduct of Company. Company was formed solely for the purpose of acquiring certain assets from EP Energy E&P Company, L.P. and EPE Nominee Corp. pursuant to that certain Purchase and Sale Agreement dated June 9, 2013 by and among EP Energy E&P Company, L.P., EPE Nominee Corp. and Atlas Resource Partners, L.P., and has not engaged in any business activities or conducted any operations, in each case since the date of its organization, other than in the ordinary course of business in connection therewith.
Conduct of Company. The Company shall not do any of the following, and shall not permit its subsidiaries to do any of the following: by amendment of its charter or through reorganization, consolidation, merger, dissolution, sale of assets or any other voluntary action, avoid or seek to avoid the observance or performance of any of the terms of the Notes, but will at all times in good faith assist in the carrying out of all such terms and in the taking of all such action as may be necessary or appropriate in order to protect the rights of the Holder of the Notes against impairment; sell, lease or otherwise dispose of or agree to sell, lease or otherwise dispose of, any of the Company's assets or any assets of its subsidiaries, including, but not limited to, the collateral for the Notes, that are material, individually or in the aggregate, to the Company and its subsidiaries taken as a whole, unless 100% of the proceeds of such sale, lease or disposition are applied to prepay the Notes in accordance with the terms and conditions of the Notes and this Agreement; incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others, except for (i) borrowings or guarantees incurred in the ordinary course of business consistent with past practices for working capital purposes, (ii) indebtedness of any subsidiary to the Company, or (iii) in replacement for existing or maturing debt so long as the principal amount does not increase and the term does not shorten, or make any loans, advances or capital contributions to, or investments in, any other Person, other than to the Company and other than in the ordinary course of business consistent with past practice; create or suffer any lien or encumbrance upon or with respect to any property of the Company or any of its subsidiaries, whether now owned or hereafter acquired; agree, in writing or otherwise, to take any of the foregoing actions.
Conduct of Company. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, the Company covenants and agrees that, unless Buyer shall otherwise agree in writing (which may include email or other electronic transmission), the Company shall, and shall cause each of the Company Subsidiaries to, conduct its business in the Ordinary Course of Business in all material respects, and shall not, and shall cause each of the Company Subsidiaries to not, take any action, except in all material respects in the Ordinary Course of Business. Between the date of this Agreement and the Closing Date, without the prior consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each of the Company Subsidiaries to not:
(a) amend or otherwise change the Company Member Organizational Documents;
(b) repurchase, redeem or otherwise acquire any outstanding shares of capital stock, membership interests or other equity interests of any Company Member (other than in connection with repurchases from employees pursuant to the terms of any Employee Plan);
Conduct of Company. Section 5.01(g) Employee Compensation; Retention Bonuses Section 5.05 Transfer of Certain Excluded Assets