Conduct of Company Business. From the date hereof to the Closing, except as expressly contemplated by this Agreement or otherwise consented to by Buyer in writing, Sellers shall use their reasonable best efforts to cause the Company to, and the Company shall:
(a) conduct its business only in the usual, regular and ordinary course in substantially the same manner as heretofore conducted;
(b) maintain in all material respects all of the structures, equipment, vehicles and other tangible personal property of its business in its present condition, except for ordinary wear and tear and damage by unavoidable casualty and sales of inventory in the ordinary course of business;
(c) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried with respect to its business;
(d) perform in all material respects all obligations under Contracts relating to or affecting its business;
(e) maintain the books of account and records of its business in the usual, regular and ordinary manner consistent with past practice;
(f) comply in all material respects with all Laws applicable to the conduct of its business;
(g) not enter any employment agreement or commitment to employees of its business or effect any increase in the compensation or benefits payable or to become payable to any officer, director or employee of the Business other than increases in non-officer employee compensation effected in the ordinary course of business;
(h) create or permit to exist any Lien on the assets of the Company other than a Permitted Lien;
(i) not enter into or materially modify any agreement for indebtedness or any Contract obligating the Company to purchase goods or services for a period of 90 days or more, or sell, lease, license or otherwise dispose of any asset of its business (other than dispositions of obsolete assets and inventory in the ordinary course of business) or acquire any substantial assets other than replacement assets, inventory and supplies to be used in its business;
(j) not take any action with respect to, or make any material change in its accounting or Tax policies or procedures;
(k) not make, change or revoke any Tax election or settle or compromise any Tax Liability, or amend any Tax Return, change an annual accounting period, adopt or change any accounting method, file any amended Tax Return, enter into any closing agreement, settle any Tax claim or assessment, surrender any right to claim a refund of Taxes, consent to any extension or waiver of the...
Conduct of Company Business. Each Manager will devote to the Company the time the Manager determines is necessary to conduct the Company’s business in an appropriate manner.
Conduct of Company Business. (a) During the period from the date of this Agreement to the earlier of the Closing and the date this Agreement is terminated in accordance with Article X (the “Interim Period”), except: (A) as set forth in Section 6.1(a) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company and Jupiter Europe to (with each reference in this Section 6.1 and elsewhere in this Article VI, with an exception to Section 3.1(a), to “Company” being deemed to be a reference to both the Company and Jupiter Europe):
(i) conduct its business in the ordinary course of business consistent with past practice and substantially in the same manner as currently conducted;
(ii) maintain and preserve intact its business organization, assets and properties and its existing relationships with and goodwill of those having material business relationships with the Company; and
(iii) retain the services of its present officers except Dxx Xxxxx, Axxx Xxxxxx and Jxxxxx Xxxxxx.
(b) Without limiting the generality of Section 6.1(a), during the Interim Period, except: (A) as set forth in Section 6.1(b) of the Sellers Disclosure Schedule; (B) as expressly required by this Agreement; or (C) with the prior written consent of Purchaser, the Sellers shall cause the Company not to:
(i) amend the Operating Agreement or any other governing document;
(ii) sell, transfer, assign, convey, lease, or otherwise dispose of any of the properties or assets of the Company (or any interest therein), other than inventory or supplies sold or used in the ordinary course of business consistent with past practice;
(iii) mortgage, pledge or subject to any Lien (other than a Permitted Lien) any portion of the assets or properties of the Company;
(iv) (A) acquire (by merging or consolidating with, or by purchasing a substantial portion of the properties or assets of) any business or any corporation, partnership or other business organization or any division thereof, or (B) purchase or otherwise acquire any material amount of assets from any Person;
(v) make any capital expenditures or commitments therefor, except in the ordinary course of business consistent with past practice;
(vi) make any loan, advance or capital contribution to, or investment in, any Person, other than advancement of expenses to employees of the Company in the ordinary course of business consistent with past practice;
(vii) (A) create or incur, o...
Conduct of Company Business. Except as set forth on Part 5.1 of the Company Disclosure Schedule, during the period from the Original Agreement Date and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing (the “Pre-Closing Period”), Company agrees, except to the extent necessary to effect the transactions contemplated by the Company Stockholder Approval Matters or otherwise to the extent Albireo consents in writing, to carry on its business in substantially the same manner as being conducted as of the Original Agreement Date, to pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, to pay or perform other material obligations when due. In addition, without limiting the foregoing, other than as expressly contemplated by this Agreement (including the actions set forth on Part 5.1 of the Company Disclosure Schedule), without obtaining the written consent of Albireo (which, in the case of Section 5.1(h)(ii), will not be unreasonably withheld, conditioned or delayed), Company will not, and will not permit its Subsidiaries to:
(a) amend or otherwise change any of the Organizational Documents, or otherwise alter its corporate structure through merger, liquidation, reorganization or otherwise;
(b) issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, 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 (including any phantom interest) (except for the issuance of shares of Company Common Stock issuable pursuant to Company Options or Company RSUs in accordance with the terms under the Company Stock Option Plan or pursuant to warrants, as the case may be, which options or warrants or rights, as the case may be, are outstanding on the Original Agreement Date);
(c) redeem, repurchase or otherwise acquire, directly or indirectly, any shares of Company Common Stock (other than pursuant to a currently outstanding repurchase right in favor of Company with respect to unvested shares, at no more than cost);
(d) incur any indebtedness or guarantee any indebtedness for borrowed money or issue or sell any debt securities or guarantee any debt securities or other obligations of others or sell, pledge, dispose of or create an Encumbrance with respect to any assets (except for dispositions of obsolete or worthless assets);
(e) ...
Conduct of Company Business. The Company has, in all material respects, complied with, and has conducted and is conducting the Company Business in compliance with, all Applicable Laws. The Company Assets are sufficient to permit the continued operation of the Company Business in substantially the same manner as conducted prior to Closing.
Conduct of Company Business. (a) The Company shall operate in material compliance with the provisions of those federal, state and/or foreign statutes, rules and regulations applicable to the Company that are known to be applicable to or reasonably could be applicable to the Company’s business activities in the jurisdictions in which conducted.
(b) The Company shall make all required contributions to any employee benefit plan maintained, established or sponsored by the Company, or which the Company participates in or contributes to, which is subject to the Employee Retirement Income Security Act of 1974, as amended (“ERISA”), other than liability for health plan continuation coverage described in Part 6 of Title I(B) of ERISA, and shall comply in all material respects with all applicable laws for any such employee benefit plan.
(c) The Company shall take all commercially reasonable actions to maintain sufficient legal rights to all Company Intellectual Property (as defined in the Purchase Agreement) that are owned or used by, or are necessary to, the Company in the conduct of the Company’s business (including the business of all subsidiaries, if any) as now conducted and as presently proposed to be conducted, except any Company Intellectual Property that is associated with any discontinued brand or business efforts, provided, such relinquishment of rights or discontinuation of use shall not have a material adverse effect on the Company’s operations or financial condition.
(d) The Company shall duly and timely file all federal, state, county, local and foreign tax returns required to be filed by it. The Company shall timely make payment on any undisputed federal, state, county, local or foreign taxes when due and payable by the Company and shall timely notice any dispute of tax liabilities to the applicable authorities.
(e) The Company shall maintain in full force and effect insurance covering risks associated with its business and operations in such amounts and on such terms as are customary in the industry for entities of comparable size and maintain Directors and Officers liability insurance in an amount and on terms and conditions satisfactory to the Board, and will use commercially reasonable efforts to cause such insurance policies to be maintained until such time as the Board determines that such insurance should be discontinued.
Conduct of Company Business. Except as expressly required by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter or as approved in advance by Newco in writing (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and each of its Subsidiaries shall (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operations, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.
Conduct of Company Business. From and after the Closing Date, Company shall not, nor shall it permit any of its Subsidiaries to, engage in any business other than the businesses engaged in by Company and its Subsidiaries on the Closing Date and any businesses reasonably related or ancillary thereto.
Conduct of Company Business. Except as expressly required by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter or as approved in advance by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (a) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operations, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships and goodwill with customers, distributors, licensors, licensees and others with which it has significant business dealings.
Conduct of Company Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall use commercially reasonable efforts to conduct the business of Company and its Subsidiaries in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted, pay all income and other material Taxes of the Company and its Subsidiaries when due, pay or perform all obligations of the Company and its Subsidiaries when due, and, to the extent consistent with such business, preserve intact the present business organizations of the Company and its Subsidiaries, keep available the services of the present officers and Employees of the Company and its Subsidiaries, preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the relationships of the Company and its Subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and its Subsidiaries at the Effective Time.
