Common use of Conduct of the Business Pending the Closing Date Clause in Contracts

Conduct of the Business Pending the Closing Date. The Corporation shall: (a) conduct its business only in the ordinary course, consistent with past practice; (b) use its best efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of its business and (ii) preserve the present relationship of the Corporation with Persons having business dealings with the Corporation; (c) comply with all laws and with all contractual and other obligations applicable to it; (d) not change its Articles of Incorporation or By-laws; (e) not issue or contract to issue any stock, securities, options, or debt which is convertible to stock or securities; (f) not declare or agree to declare or otherwise make any dividend or other distribution or payment in respect of the Stock; (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice; (h) not acquire any material properties or assets and not sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties; (i) maintain its present fire and extended coverage insurance or equivalent coverage on all of its assets and on all real and personal property leased to it; (j) promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets, and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the transactions contemplated by this Agreement; (k) not agree to anything prohibited by this Agreement or anything which would make any of the representations and warranties of the Shareholders or the Corporation in this Agreement or the Related Agreements untrue or incorrect in any material respect.

Conduct of the Business Pending the Closing Date. The Corporation shall: (a) conduct its business only in the ordinary course, consistent with past practice; (b) use its best efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of its business and (ii) preserve the present relationship of the Corporation with Persons having business dealings with the Corporation; (c) comply with all laws and with all contractual and other obligations applicable to it; (d) not change its Articles of Incorporation or By-laws; (e) not issue or contract to issue any stock, securities, options, or debt which is convertible to stock or securities; (f) not declare or agree to declare or otherwise make any dividend or other distribution or payment in respect of the Stock; (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice; (h) not acquire any material properties or assets and not sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties; (i) maintain its present fire and extended coverage insurance or equivalent coverage on all of its assets and on all real and personal property leased to it; (j) promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets, and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the transactions contemplated by this Agreement; (k) not agree to anything prohibited by this Agreement or anything which would make any of the representations and warranties of the Shareholders Shareholder or the Corporation in this Agreement or the Related Agreements untrue or incorrect in any material respect.

Conduct of the Business Pending the Closing Date. The Except with the prior consent of the Company, the Corporation shall: (a) conduct its business only in the ordinary course, consistent with past practice; (b) use its best efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of its business and (ii) preserve the present relationship of the Corporation with Persons having business dealings with the Corporation; (c) comply with all laws and with all contractual and other obligations applicable to it; (d) not change its Articles of Incorporation or By-laws; (e) not issue or contract to issue any stock, securities, options, or debt which is convertible to stock or securities; (f) not declare or agree to declare or otherwise make any dividend or other distribution or payment in respect of the Stock, except that the Corporation may, subject to the requirements of Section 6.5, distribute excess working capital to the Shareholders; (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice; (h) not acquire any material properties or assets and not sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties; (i) maintain its present fire and extended coverage insurance or equivalent coverage on all of its assets and on all real and personal property leased to it; (j) promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets, and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the transactions contemplated by this Agreement; (k) not agree to anything prohibited by this Agreement or anything which would make any of the representations and warranties of the Shareholders Shareholder or the Corporation in this Agreement or the Related Agreements untrue or incorrect in any material respect.

Conduct of the Business Pending the Closing Date. The Corporation shall: (a) conduct its business only in the ordinary course, consistent with past practice; (b) use its best efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of its business and (ii) preserve the present relationship of the Corporation with Persons having business dealings with the Corporation; (c) comply with all laws and with all contractual and other obligations applicable to it; (d) not change its Articles of Incorporation or By-laws; (e) not issue or contract to issue any stock, securities, options, or debt which is convertible to stock or securities; (f) not declare or agree to declare or otherwise make any dividend or other distribution or payment in respect of the Stock; (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice; (h) not acquire any material properties or assets and not sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties; (i) maintain its present fire and extended coverage insurance or equivalent coverage on all of its assets and on all real and personal property leased to it; (j) promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets, and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the transactions contemplated by this Agreement; (k) not agree to anything prohibited by this Agreement or anything which would make any of the representations and warranties of the Shareholders Shareholder or the Corporation in this Agreement or the Related Agreements untrue or incorrect in any material respect; and (l) make such necessary investments in operating costs, plant or equipment as are necessary to maintain and grow the business of the Corporation. All such costs which are not in the ordinary course of busines (e.g. new mailroom start-up costs, identifying vehicles with new logos, etc.) shall be reimbursed by the Company as an adjustment to the cash portion of the Purchase Price. All such extraordinary expenses shall be approved in writing by the Company in advance of the expenditure.

Conduct of the Business Pending the Closing Date. The Corporation shall: (a) conduct its business only in the ordinary course, consistent with past practice; (b) use its best efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of its business and (ii) preserve the present relationship of the Corporation with Persons having business dealings with the Corporation; (c) comply with all laws and with all contractual and other obligations applicable to it; (d) not change its Articles of Incorporation or By-laws; (e) not issue or contract to issue any stock, securities, options, or debt which is convertible to stock or securities; (f) not declare or agree to declare or otherwise make any dividend or other distribution or payment in respect of the Stock; (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice; (h) not acquire any material properties or assets and not sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties; (i) maintain its present fire and extended coverage insurance or equivalent coverage on all of its assets and on all real and personal property leased to it; (j) promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets, and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the transactions contemplated by this Agreement; (k) not agree to anything prohibited by this Agreement or anything which would make any of the representations and warranties of the Shareholders Sole Shareholder or the Corporation in this Agreement or the Related Agreements untrue or incorrect in any material respect.

Conduct of the Business Pending the Closing Date. The Corporation shall: (a) conduct its business only in the ordinary course, consistent with past practice; (b) use its best efforts to (i) preserve the present business operations, organization (including, without limitation, management and the sales force) and goodwill of its business and (ii) preserve the present relationship of the Corporation with Persons having business dealings with the Corporation; (c) comply with all laws and with all contractual and other obligations applicable to it; (d) not change its Articles of Incorporation or By-laws; (e) not issue or contract to issue any stock, securities, options, or debt which is convertible to stock or securities; (f) not declare or agree to declare or otherwise make any dividend or other distribution or payment in respect of the Stock; (g) not sell, transfer, assign, pledge, encumber or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice; (h) not acquire any material properties or assets and not sell, assign, transfer, convey, lease or otherwise dispose of any of its material properties; (i) maintain its present fire and extended coverage insurance or equivalent coverage on all of its assets and on all real and personal property leased to it; (j) promptly notify the Company of (i) the occurrence of any matter which may have a material adverse effect on its business or its assets, and (ii) any Legal Proceeding commenced by or against it or any Legal Proceeding commenced or threatened relating to the transactions contemplated by this Agreement;; and (k) not agree to anything prohibited by this Agreement or anything which would make any of the representations and warranties of the Shareholders or the Corporation in this Agreement or the Related Agreements untrue or incorrect in any material respect.