Conduct of the Company and its Subsidiaries Sample Clauses
Conduct of the Company and its Subsidiaries. Except as (x) set forth in Section 6.1 of the Company Disclosure Letter or as otherwise expressly permitted or required by this Agreement or required or contemplated by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary or reasonably desirable to consummate the Plan Transactions, or (y) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course and in compliance with Law, and use all commercially reasonable efforts to maintain and preserve intact its business organization, including the goodwill of any Governmental Authorities, lenders, suppliers, landlords and other Persons with which it has material business relationships, and to maintain the status of the Company as a REIT for U.S. federal income tax purposes; provided, however, that no action by the Company or its Subsidiaries of the type specifically addressed in Sections 6.1(a) through 6.1(r) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Except (i) as required by Law, (ii) as set forth in Section 6.1 of the Company Disclosure Letter, (iii) as may be expressly permitted or required by this Agreement or required by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary to consummate the Plan Transactions, or (iv) as may be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit its Subsidiaries to:
(a) adopt any change in the Company Articles or the Company Bylaws;
(b) merge or consolidate the Company or any of its Subsidiaries with any Person, other than the Mergers and other than any mergers or consolidations among the Company and its Subsidiaries or among the Company’s Subsidiaries;
(c) redeem, repurchase or defease any Indebtedness of the Company or any Subsidiary of the Company in excess of $75 million (provided that no prepayment penalty would be payable in connection therewith), other than (i) at stated maturity and any required amortization payments and mandatory prepayments, in each case in accordance with the terms of the instrument governing such Indebtedness as in effect on the date hereof ...
Conduct of the Company and its Subsidiaries. From the date hereof until the Closing, the Company shall, and the Company shall cause each of its Subsidiaries (other than any Unrestricted Subsidiary), to conduct their respective businesses in the Ordinary Course of Business and to use their reasonable best efforts to preserve intact their business organizations and relationships with third parties, to preserve the goodwill of the suppliers, customers and others having business relations with the Company or such Subsidiaries. Neither the Company nor its Subsidiaries shall (i) take or agree or commit to take any action that would make any representation and warranty set forth in Article III hereof (other than those expressed as being made as at a specific date) inaccurate in any respect at, or as of any time prior to, the Closing, or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
Conduct of the Company and its Subsidiaries. From the date hereof until the Closing, the Company shall, and the Company shall cause each of its Subsidiaries, to conduct their respective businesses in the Ordinary Course of Business and to use their reasonable best efforts to preserve intact their business organizations and relationships with third parties, to preserve the goodwill of the suppliers, customers and others having business relations with the Company or such Subsidiaries. From the date hereof until the Closing, neither the Company nor its Subsidiaries shall (i) take or agree or commit to take any action that would make any representation and warranty set forth in Article IV hereof (other than those expressed as being made as at a specific date) inaccurate in any respect at, or as of any time prior to, the Closing, (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time, (iii) split, combine or reclassify any shares of the Company’s capital stock without appropriately adjusting the conversion price of the Series B Shares prior to their issuance at the Closing, or (iv) declare or pay any individual dividend or distribution (whether in cash, stock or property) in respect of its Common Stock.
Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 5.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into this Agreement, (ii) for performance of its obligations hereunder, (iii) as contemplated by this Agreement or the Company’s budgets heretofore made available to the Purchaser, (iv) to the extent required by applicable law, statute, rule or regulation or (v) as otherwise consented to by the Purchaser in writing, the Company shall conduct its business in the ordinary course in substantially the same manner in which it has been conducted during the twelve (12) months preceding the date hereof (including advertising, marketing, promotions and pricing), shall use commercially reasonable efforts to preserve intact its assets and current business organization and its relationships with customers, suppliers, brokers, agents and others with whom it has business dealings and shall not take any action that would have caused a breach of Section 2.5 (without regard to Schedule 2.5 of the Disclosure Letter) had it been taken prior to the date hereof.
Conduct of the Company and its Subsidiaries. Notwithstanding anything in this Agreement to the contrary, the Company and its Subsidiaries will consult with the Buyer in good faith regarding (i) any amendment, modification or termination (partial or complete) of, waiver under or consent with respect to, any Lease, any Contract which is required (or had it been in effect on the date hereof would have been required) to be disclosed in Schedule 4.16 or any of the Contracts listed in Schedule 6.1(b)(i) and (ii); (ii) entering into any binding forecast or other firm commitment purchase orders under any of the Contracts listed in Schedule 6.1(b)(ii) and (iii) entering into any material agreements relating to the items listed on Schedule 6.1(b)(iii). In connection with such consultation, the Company and its Subsidiaries shall consider in good faith any comments or suggestions of Buyer and shall not proceed with such action without the approval of Buyer or one of its representatives, which approval shall not be unreasonably withheld or delayed; provided that if approval is not given, Buyer shall deliver to the Company a written explanation detailing its specific reasons for withholding such approval; and provided further that if the Buyer fails to deliver such written explanation within two business days after request by the Company, the Company shall be permitted to take such action.
Conduct of the Company and its Subsidiaries. (a) Except as set forth ------------------------------------------- in Schedule 5.1(a), as contemplated by this Agreement or with the prior written consent of Buyer, from the date hereof to the Effective Time, the Company will, and will cause its Subsidiaries to, and Stockholder will cause the Company and its Subsidiaries to:
(i) conduct their businesses only in the Ordinary Course of Business;
(ii) keep in full force and effect insurance comparable in amount and scope of coverage to that now maintained by them (to the extent available on commercially reasonable terms in the case of any renewal or replacement policies);
(iii) maintain their books of account and records in the usual and regular manner;
(iv) not amend their certificates of incorporation or by-laws;
(v) not merge or consolidate with, or agree to merge or consolidate with, or purchase or otherwise acquire, or agree to purchase or otherwise acquire, any business or any material amount of assets of, any other Person (whether by merger, purchase of stock or assets or otherwise), except in accordance with Section 5.1(b);
(vi) not sell, lease or otherwise dispose of, or mortgage or otherwise subject to any consensual Lien, any of their assets having a value in excess of $1,000,000 in any individual case or $5,000,000 in the aggregate;
(vii) not incur any Debt, or enter into any guarantee of any Debt of any other Person, other than Debt incurred, and guarantees entered into, in the Ordinary Course of Business under the Revolving Credit Facility;
(viii) not amend or otherwise modify any of the terms or conditions of any Debt, any other security of the Company or any of its Subsidiaries or any Contract;
(ix) not make (or commit to make) any loan, advance or capital contributions to or investment in any Person (other than to the Company or any of its wholly-owned Subsidiaries), provided that, except to the extent permitted by Section 5.1(b), the aggregate amount of all such loans, advances, capital contributions and investments after the date hereof, taken together, shall not exceed $2,000,000;
(x) continue to make (and commit to make) capital expenditures in the Ordinary Course of Business, provided that the aggregate amount of all such capital expenditures committed (pursuant to any agreement) to be made, taken together, shall not exceed the aggregate amount contained in the most recent capital expenditure budget by more than $1,500,000 in the aggregate;
(xi) not (i) declare, set aside or pay any div...
Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 4.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into and performing this Agreement, (ii) for performance of its obligations hereunder, (iii) as required by this Agreement, (iv) to the extent required by applicable law, statute, rule or regulation, provided that prior written notice is given to Parent or (v) as otherwise consented to by Parent in writing, such consent not to be unreasonably withheld or delayed, the Company shall, and shall cause each of its Subsidiaries to, as applicable (i) conduct its business in the ordinary course in substantially the same manner in which it is conducted as of the date hereof, to the extent consistent with such business, (ii) use its reasonable best efforts to preserve intact its present business organization and to preserve its relationships with employees, customers, suppliers, creditors, landlords and others having business dealings with it, (iii) use its reasonable best efforts to keep available the services of its current officers, employees and agents, (iv) not take or agree to take any intentional action which would reasonably be expected to prevent or materially impair or delay the ability of the Company and its Subsidiaries to consummate the Merger or any action which would result in the failure of the condition set forth in Section 5.3(a) to be satisfied and (v) periodically report and confer with Parent concerning the status of the Company’s and its Subsidiaries’ businesses.