Conduct of Company Business. The Company covenants and agrees that from the date hereof until the earlier of (a) the termination of this Agreement in accordance with its terms and (b) the Closing, it shall, and shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course consistent with past practice. Except as expressly contemplated in this Agreement, the Company shall not, and shall not permit any of its Subsidiaries, without the prior written approval of the Supporting Noteholders, to:
(a) make any change to the nature of its business; provided, that the Company and its Subsidiaries may engage in any business reasonably related, ancillary or complimentary to the business of providing services and products to Governmental Authorities and commercial customers;
(b) modify, amend, supplement or waive any provision of its Organizational Documents;
(c) sell, assign, transfer, lease, encumber or otherwise dispose of any assets, properties, securities it holds, or businesses, other than (i) in the ordinary course of business consistent with past practice, (ii) inventory, (iii) damaged, obsolete or worn-out assets, (iv) non-exclusive licenses of the Company’s intellectual property on arm’s-length terms in the ordinary course of its business to parties that are not Affiliates of the Company, (v) sales or discounts of accounts receivable in connection with the compromise or collection thereof and not as part of a financing transaction, and (vi) subject to Section 4.16 and to the extent required by the ESOP Plan Documents or Applicable Law, in connection with the acquisition by the ESOP of Common Stock to the extent any ESOP participant has chosen to purchase Common Stock with his or her rollover, transfer or “Participant Elective Deferrals” (as defined in the ESOP Plan Documents), which, for the avoidance of doubt, can be at the then “Current Market Value” (as defined in the ESOP Plan Documents) or at the immediately preceding “Current Market Value,” in each case as provided in and in accordance with the ESOP Plan Documents.
(d) make any acquisition of any assets, properties, securities or businesses, whether by merger, stock or asset purchase or otherwise, other than the acquisition of assets (but excluding assets constituting a going concern or business) necessary to conduct its business in the ordinary course consistent with past practice;
(e) issue, deliver, redeem or sell or enter into any Contract to issue, deliver, redeem or sell (A) any of its equity int...
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. 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. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, and subject to applicable Law, the Company shall:
(a) except as expressly set forth on Schedule 5.1 of the Company Disclosure Letter, conduct the business solely in the ordinary course consistent with past practice (except to the extent expressly provided otherwise herein or as consented to in writing by Parent) and in compliance with applicable Law;
(b) (i) pay and perform all of its undisputed debts and other obligations (including Taxes) when due, (ii) use reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practice, (iii) sell the Company’s products and services consistent with past practice as to license, service and maintenance terms, incentive programs and revenue recognition and other terms and (iv) use its reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees (other than termination for cause, provided that the Company shall have provided reasonable notice to Parent prior to such termination) and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it;
(c) assure that each of its Contracts entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party thereto in connection with, or terminate as a result of the consummation of, the Transactions, and shall give reasonable advance notice to Parent prior to allowing any Material Contract or right thereunder to lapse or terminate by its terms;
(d) promptly notify Parent of any notice or other communication from any Person alleging that the consent of such Person is or may be required in connection with the Transactions; and
(e) promptly notify Parent of any notice or other communication from any Governmental Entity (i) relating to the Transactions, (ii) indicating that a Company Authorization is or about to be revoked or (iii) indicating that a Company Authorization is required in any jurisdiction in which such Company Authorization has not been obtained, which revocation or failure to obtain has had or would reasonably be expect...
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. (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. 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 Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time (the “Pre-Closing Period”), except to the extent that Acquiror shall otherwise consent in writing, and except as expressly contemplated by this Agreement or as set forth in Section 5.1 of the Disclosure Schedule, the Company and its Subsidiaries shall use commercially reasonable efforts to: conduct their businesses in the ordinary course consistent with past practice; pay all Taxes of the Company and its Subsidiaries when due (subject to Section 7.6(a)); pay or perform all other obligations of the Company and its Subsidiaries when due (including the timely withholding, collecting, remitting and payment of all Taxes required under Law); and, to the extent consistent with past practice, preserve intact the present business organizations of the -42- Company and its Subsidiaries, keep available the services of the present Employees, preserve the assets (including intangible assets) and properties of the Company and its Subsidiaries and preserve the current 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.
