Conduct of Company’s Business. From the date of this Agreement through the Closing, the Company (a) shall maintain its existence and carry on its business in the Ordinary Course and, to the extent consistent therewith, (b) shall use commercially reasonable efforts to preserve its business relationships to the end that its goodwill and ongoing business shall continue at the time of the Closing and (c) shall preserve the Company’s status as a REIT within the meaning of the Code and shall not take or omit to take any action, or permit any status to exist, that would likely jeopardize, or is inconsistent with, the Company’s status as a REIT for any period; provided, however, that taking actions required by this Agreement or at the direction of Parent or Sub (or refraining from taking actions prohibited by this Agreement) shall not constitute a breach by the Company. The Company shall promptly answer any reasonable inquiries of Parent with respect to operational matters and promptly advise Parent orally and in writing of any Material Adverse Effect or any matter which would reasonably be expected to result in the Company being unable to deliver the certificate described in Section 5.3(d). Without limiting the generality of the foregoing, during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, except as otherwise contemplated by this Agreement or as set forth on Schedule 4.7 of the Company Letter or is necessary to preserve the Company’s REIT status, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent:
(i) adopt any amendment to its articles or certificate of incorporation or by-laws or other comparable organizational documents;
(ii) make any change to the fee and expense arrangements existing as of the date hereof (x) relating to the engagement and retention of the Company Financial Advisor or (y) relating to the engagement and retention of counsel to the Company (including Xxxxxxx Procter LLP);
(iii) issue, deliver, sell, pledge, dispose of or otherwise encumber any shares of its capital stock, any other voting securities or equity equivalent or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities, equity equivalent or convertible securities, other than the issuance of shares of the Company Common Stock upon the exercise of stock options or vesting of restricted or deferred stock outstanding on th...
Conduct of Company’s Business. The Company and the LLC agree that, ------------------------------- from and after the date hereof through the Closing Date or the earlier termination of this Agreement:
(a) The business and operations of the Company and the Subsidiaries will be conducted only in the ordinary course in all material respects. The Company will use its reasonable efforts to preserve and maintain the business and properties of the Company and the Subsidiaries intact, keep available the services of their employees, and preserve for TelePad and the Buyer the relationships of the Company and the Subsidiaries with its employees, suppliers, customers, sales representatives and others having business relations with them. Notwithstanding the foregoing, the Company may, prior to the Closing, transfer all of the capital stock or assets of its subsidiary, United World Communications, Inc., to the Stockholders or any other entity.
(b) Except (i) as may be required by existing contracts or applicable law, (ii) for such obligations as will be satisfied in full on or prior to the Closing Date, and (iii) increases not exceeding ten percent per annum to employees made in the ordinary course of business, the Company will not increase, or obligate itself to increase, the compensation payable or to become payable by the Company to any of the directors, officers or employees of the Company or the Subsidiaries or incur any additional obligations with respect to any such directors, officers or employees or take any action with respect to the grant or increase of severance or termination pay payable after the Closing Date or institute an increase in or otherwise amend any deferred compensation, insurance, retirement, medical, disability, welfare or other employee benefit plan, agreement, trust or fund. Notwithstanding the foregoing, the Company shall be entitled to hire employees in the ordinary course of business.
(c) The Company will furnish to the Buyer when they become available interim unaudited consolidated financial statements of the Company for periods ending after October 31, 1996.
(d) Neither the LLC nor any affiliate of the LLC will enter into any material transaction with the Company or any Subsidiary, except as otherwise contemplated hereby.
(e) The Company will maintain its books and records in all material respects in accordance with prior practice.
(f) The Company will comply in all material respects with all laws, rules and regulations applicable to it and it will cause the Subsidia...
Conduct of Company’s Business. Such Purchaser acknowledges that the Company intends to conduct its operations and execute its business plan as described in the Company’s SEC Reports and represents that it is not purchasing the Securities in contemplation of the Company’s entry into new lines of business or other activities not described in the Company’s SEC Reports.
Conduct of Company’s 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 as expressly contemplated by this Agreement or disclosed on any Schedule hereto, RHP shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of QuadraMed, which consent shall not be unreasonably withheld:
Conduct of Company’s Business. Each Shareholder (insofar as it lawfully can do so) shall exercise its powers in relation to the Company to ensure that:
(a) the Company carries on the Business in a proper and efficient manner in accordance with sound business practice, for the Company’s own benefit and so as to give effect to this Agreement; and
(b) the Company complies with all its obligations under this Agreement and each Company Key Document.
Conduct of Company’s Business. From and after the date of this Agreement to and including the Effective Date, the Company shall and the Stockholders shall cause the Company to, and the Company will: (i) carry on its businesses in all material respects in the usual and ordinary course and will not change the character of such businesses; (ii) use all reasonable efforts to preserve and maintain each of its respective business organizations intact, to preserve each of their respective goodwill, to retain its present employees and to maintain its relationships with suppliers and customers so that all of them will be preserved for the Surviving Corporation on and after the Effective Date unless otherwise required by this Agreement; (iii) not enter into any agreement or make any commitment without QuadraMed's consent to take any of the actions set forth in Section 4.11(a) through (o), inclusive, of this
(a) without QuadraMed's consent; (v) not amend, terminate or change in any material respect any Contract set forth on Schedule 4.28
(a) to this Agreement without QuadraMed's consent and will not knowingly do any act or omit to do any act, or permit an act or omission to act, that will cause it to breach any such Contract; and (vi) not amend its Certificate of Incorporation or Bylaws. The prohibitions provided for in this Section 5.1 shall not apply to actions in connection with obtaining consent to assignment of Contracts to the Surviving Corporation and/or QuadraMed effective as of the Closing.
Conduct of Company’s Business. Except as set forth in Section 7.1 of the Company Disclosure Letter, between the date hereof and the Closing Date, except with the prior written consent of Healtheon/WebMD or as expressly contemplated by this Agreement, Company shall, and shall cause its Subsidiaries to:
(a) conduct its business in substantially the same manner as presently being conducted and refrain from entering into any Material transaction or Material Contract other than in the ordinary course of business and consistent with past practices; and not make any Material change in its methods of management, marketing, accounting, or operations;
(b) consult with Healtheon/WebMD prior to undertaking any Material new business opportunity outside the ordinary course of business;
(c) not enter into any new employment Contract or make any commitment to employees (including any commitment to pay severance, retirement or other benefits) except in the ordinary course of business and consistent with past practice;
(d) not increase the compensation (including fringe benefits) payable or to become payable to any officer, director, employee, agent or independent contractor of Company, except general hourly rate increases and normal merit increases for employees other than (x) executive officers made in the ordinary course of business and consistent with past practice and (y) for increases committed to prior to the date of this Agreement and not in contemplation thereof;
(e) except as contemplated in the Loan Agreement (as defined in Section 8.16) or in the ordinary course of business and consistent with past practices, not (i) create or incur any indebtedness for borrowed money (or, even if in the ordinary course of business, not in excess of $500,000 in the aggregate), or (ii) create any Liens of any nature whatsoever other than Liens created under the Security Agreement executed by Company in connection with the Loan Agreement executed pursuant to Section 8.16;
(f) except in the ordinary course of business and, even if in the ordinary course of business, then not in an amount to exceed $200,000 individually or $1,000,000 in the aggregate, not make or commit to make any capital expenditure, or enter into any lease of capital equipment as lessee or lessor;
(g) not enter into, terminate or Materially amend any Material strategic alliance agreement or any other Material Contract relating to the distribution, sale, license or marketing by third parties of Company's products or services;
(h) not amend the ...
Conduct of Company’s Business. From the date of this Agreement and until the Closing or termination of this Agreement, whichever first occurs, the Sellers shall cause the Company to operate and conduct its business diligently and only in the ordinary course, consistent with past practices. In furtherance thereof, unless Buyer's prior consent to do otherwise is obtained (which consent shall not be unreasonably withheld or delayed), Sellers shall cause the Company to:
Conduct of Company’s Business. Unless the Designated Representative gives his prior written consent for actions to be taken to the contrary, from the date of this Agreement and until the Closing or termination of this Agreement, whichever first occurs, the Company shall, and the Stockholders shall take no action to prevent or delay the Company from being able to:
Conduct of Company’s Business. Pending the Closing. From the date hereof until the Closing (as hereinafter defined), and except as otherwise consented to or approved by Purchaser, Seller shall endeavor to cause the Company to operate its business in the ordinary course in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and will endeavor to cause the Company to continue to use its reasonable efforts to preserve its present relationships with persons having business dealings with it and to refrain from any extraordinary transactions.
