Conduct of Seller’s Business Sample Clauses
Conduct of Seller’s Business. From the date hereof to the Closing Date, except as otherwise consented to by Buyer in writing, Seller shall:
(i) continue to operate its business as presently conducted and in the ordinary course of business consistent with past practice;
(ii) use its commercially reasonable efforts to maintain the goodwill of all employees and all other persons or firms with whom it has dealings;
(iii) use commercially reasonable efforts to keep the Assets intact (provided, however, that the foregoing shall in no event be deemed to require Seller to make any material expenditure or to incur any material cost not consistent with Seller’s past practice);
(iv) keep in full force and effect insurance comparable in amount and scope of coverage to insurance now carried by it;
(v) perform all of its material obligations under agreements, contracts and instruments relating to or affecting its properties, assets and business being sold hereunder;
(vi) maintain its books of account and records in the usual, regular and ordinary manner;
(vii) comply with all statutes, laws, ordinances, rules and regulations applicable to it and to the conduct of the Business;
(viii) pay all account payables and collect all account receivables only in the ordinary course of business consistent with prudent past practice, not accelerate collection of accounts receivable or defer payment of accounts payable in anticipation of the Closing and not purchase drugs or supplies on terms and conditions not in the ordinary course, consistent with past practice;
(ix) promptly advise the Buyer in writing of any change that would be regarded as having a material adverse effect on the Buyer;
(x) not enter into, assume or amend in any material respect, any agreement, contract or commitment of the character referred to in Section 6(l);
(xi) not merge or consolidate with or purchase substantially all of the assets of, or otherwise acquire, any corporation, partnership, association or other business;
(xii) not sell, transfer or convey all or substantially all of its assets or the assets of the Seller;
(xiii) not take, or permit to be taken, any action which is represented and warranted in Section 6(e) not to have been taken since June 30, 2005;
(xiv) not increase salaries or other compensation of employees of the Seller other than in the ordinary course of business consistent with past practice;
(xv) not issue any shares or other equity interests or effect any stock split or other reclassification;
(xvi) not create, ...
Conduct of Seller’s Business. From the Effective Date and until the Closing Date, Seller shall conduct its business in the usual and ordinary course of business consistent with past practice, except as consented to in writing by the Buyer. Without limiting the generality of the foregoing, and without derogating from any other obligation of Seller pursuant to any other arrangement and/or instrument between Buyer and Seller, from the date hereof and until the Closing, except as consented to in writing by the Buyer, Seller shall not:
2.12.1 sell, lease, assign, license or transfer any portion of the Purchased Assets or any rights thereunder; or (b) sell, lease, assign, license or transfer any portion of Seller's technology not related to the Business and the Purchased Assets unless such action will not have any effect on the Buyer's rights to, and benefits from, the Purchased Assets or any rights thereunder;
2.12.2 transfer, assign, or grant any license or sublicense of any of the Seller's Transferred Intellectual Property Rights or abandon, dedicate to the public or fail to take action that may result in abandonment or dedication to the public of any of the Seller's Transferred Intellectual Property Rights, or take any action that is intended to reduce the value of any Seller's Transferred Intellectual Property Rights; or (b) take any such action with respect to any other Intellectual Property Rights of Seller unless such action will not have any effect on the Buyer's rights to, and benefits from, Transferred Intellectual Property Rights;
2.12.3 enter into any new customer, supplier, lease, reseller or distributor agreement with respect to the Purchased Assets;
2.12.4 subject any of the Purchased Assets, or any part thereof, to any Liens or suffer such to exist;
2.12.5 hire or retain any new employee, consultants, independent contractors, officer or director (who is not an officer) or make, grant, promise, adopt, amend or modify any bonus or any wage or salary increase to any employee, officer or director, or make, grant or promise any other change in employment terms for, or employee benefits received or eligible to be received by, any employee, consultant, independent contractor, officer or director other than grant of options to purchase shares of the Seller;
2.12.6 make any loans or guarantees to or for the benefit of any Seller’s employees, officers or directors, or any members of their immediate families, other than travel advances and other advances made in the ordinary course...
Conduct of Seller’s Business. From the Agreement Date until the Closing or the termination of this Agreement in accordance with its terms, except as disclosed in Section 5.01(a) of the Disclosure Schedule, or as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), with respect to the Purchased Assets, Seller shall (i) take all steps necessary to maintain, preserve, defend, protect, and when necessary, renew, the Application, the License when issued, and any other permits, approvals, licenses, or consents required to operate the License held by Seller, (ii) pay any debts, Taxes and other obligations when due, (iii) comply in all material respects with all applicable federal, state and local laws and regulations applicable to the Purchased Assets (with the exception of federal laws criminalizing the sale, distribution, and possession of cannabis), and (iv) undertake commercially reasonable efforts to maintain relationships of Seller with third parties. Without limiting the generality of the foregoing, from the Agreement Date until the Closing, except as required by applicable law or by the terms of this Agreement (including in order to satisfy any condition set forth in Section 6.01), or with the prior written consent of Buyer, Seller will not:
(i) adopt a plan or agreement of complete or partial liquidation or dissolution;
(ii) effect, whether by merger, stock sale, asset sale or other transaction, any transaction or series of transactions resulting in a change of control of Seller or the sale of all or substantially all assets of Seller that could reasonably be expected to prevent or materially impair or materially delay the ability of Buyer Parent to prepare and file a Registration Statement pursuant to Section 5.06;
(iii) sell, lease, license or otherwise dispose of any business or assets (whether by merger, sale of stock, sale of assets or otherwise) related to the Purchased Assets, except pursuant to existing contracts or commitments;
(iv) enter into or terminate any material contract related to the Purchased Assets, except as required by applicable law;
(v) create or otherwise incur any new Encumbrance on any Purchased Asset not otherwise set forth on Section 3.03 of the Disclosure Schedule;
(vi) make or incur any capital expenditure, commitment for capital expenditures, or obligations or liabilities therefor related to the Purchased Assets;
(vii) make any loans, advances, or capital contributions to,...
Conduct of Seller’s Business. Unless Buyer gives its prior written consent for actions to be taken to the contrary, from the date of execution of this Agreement and until the Closing or termination of this Agreement, whichever first occurs, Seller shall:
Conduct of Seller’s Business. Pending the Closing. The Seller covenants from the date hereof to and including the Closing Date, without receiving Buyer's prior written consent, which consent shall not unreasonably be withheld or delayed, to comply with the following:
(a) Seller shall not enter into or modify any agreement (or agree to enter into or modify an agreement) that would have a Material Adverse Effect upon the ability of Seller to consummate the Transactions contemplated hereby or of the Buyer to conduct Seller's business from and after the Effective Time;
Conduct of Seller’s Business. Between the date of this Agreement and the time of closing, except as otherwise agreed to in writing by Buyer, Seller will;
i. conduct the Business in the normal course and in the same manner as before;
ii. make no change in its articles or organization or operating agreement;
iii. subject to normal depreciation incurred in the ordinary course of business, use its best efforts to preserve the Assets; and
iv. take no act or fail to take any act which will in any way affect the truth or occurrence of the warranties and representations contained in this Agreement.
Conduct of Seller’s Business. SINCE JANUARY 1, 2000. Since January 1, 2000, except as disclosed on SCHEDULE 5.11 or as would not have a Material Adverse Effect, there has not been any:
(a) work interruption, labor grievance or unfair labor practice claim filed with respect to the Business;
(b) sale or transfer of, or any agreement to sell or transfer, any of the Assets or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the Assets, or requiring consent of any party to the transfer and assignment of any of the Assets, in each case, except in the ordinary course of business;
(c) waiver of any rights or claims of Seller or Seller Parent related to the Assets;
(d) breach, amendment or termination of any Customer Contract or Permit or loss of any customer or Customer Contract;
(e) transaction by Seller outside the ordinary course of its business with respect to the Assets or the Business, or
(f) any action by Seller, Seller Parent, or any employee, officer or agent of Seller or Seller Parent committing to do any of the foregoing.
Conduct of Seller’s Business. Since January 1, 2000. Since January 1, 2000, except as disclosed on Schedule 5.13, Seller has conducted the Business only in the ordinary course consistent with past practice. Without limiting the generality of the foregoing, since January 1, 2000, there has not been any:
(a) change in the authorized capital or equity ownership of Seller;
(b) work interruption, labor grievance or unfair labor practice claim filed with respect to the Business;
(c) sale or transfer of, or any agreement to sell or transfer, any of the Assets or the Business or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the Assets or the Business, or requiring consent of any party to the transfer and assignment of any of the Assets or the Business;
(d) waiver of any material rights or claims of Seller related to the Assets or the Business;
(e) material breach, amendment or termination of any Customer Contract or Permit or loss of any material customer or Customer Contract;
(f) transaction by Parent or Seller outside the ordinary course of its business with respect to the Assets or the Business;
(g) amendment to the Certificate of Incorporation or Bylaws of Seller;
(h) any other material occurrence, event, incident, action or failure to act outside the ordinary course of business of Parent and Seller with respect to the Assets or the Business; or
(i) any action by Seller, Parent, or any employee, officer or agent of Seller or Parent committing to do any of the foregoing.
Conduct of Seller’s Business. Since the Balance Sheet Date, except as disclosed on Schedule 5.12 or as contemplated by this Agreement, there has not been any:
(a) sale or transfer of, or any agreement to sell or transfer, any of the Assets, or any plan, agreement or arrangement granting any preferential right to purchase or acquire any interest in any of the Assets, or requiring consent of any Person to the transfer and assignment of any of the Assets, in each case other than in the ordinary course of business;
(b) waiver of any material rights or claims of Sellers related to the Assets;
(c) material breach, amendment or termination of any Material Customer Contract, Employee Contract, Other Contract, Permit, Assumed Lease or Permit;
(d) material transaction by Sellers outside the ordinary course of business with respect to the Assets or the Business; or
(e) action by Sellers committing to do any of the foregoing.
Conduct of Seller’s Business. From the date of this Agreement and until the Closing or termination of this Agreement, whichever first occurs, the Seller shall 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), Seller shall: