Conduct of the Company Pending the Closing. From the Effective Date through the Closing, each Stockholder shall, or shall cause the Company to: (a) operate the Company’s business and conduct its affairs only in the Ordinary Course of Business, and in accordance with all applicable Laws; (b) provide the Buyer, its representatives and advisors, during normal business hours, reasonable access to and the right to inspect the books, records, and other documents related to the Company and its business; (c) take all necessary actions to maintain the continued validity and good standing of each License and such Stockholder’s ability to consummate the Transactions; and (d) promptly notify the Buyer if such Stockholder is in default of this Agreement or if it obtains knowledge that any of its representations and warranties are untrue or incorrect. In addition, from the Effective Date through the Closing, the Stockholders shall cause the Company not to: (i) sell, transfer, assign, lease or dispose of any of the Licenses or any interests therein or, other than in the Ordinary Course of Business, any of its other assets or any interests therein; (ii) create, incur or suffer to exist any Lien (other than Permitted Encumbrances) or other liability on any of its assets or any interests therein (other than in the Ordinary Course of Business, and provided that all such Liens (other than Permitted Encumbrances) are removed on or before the Closing); (iii) seek to modify or allow modification of any of the parameters under any License; or (iv) incur any Selling Expenses that are not paid on or prior to the Closing Date. Nothing in this Section 5.1 shall be deemed to prohibit the Company from paying Selling Expenses or paying compensation, dividends or other distributions to the Stockholders prior to the Closing. In the event that (A) on the Closing Date, the Company has any unexpended funds in its bank account listed on Schedule 4.2(i) (net of the amount required to pay any uncollected checks issued by the Company on or prior to the Closing Date) or (B) after the Closing Date, the Company receives any Tax refunds or credits (including overpayments of estimated Taxes) attributable to any Pre-Closing Tax Period, the aggregate amount of such cash, refunds and credits shall, at the option of the Stockholders, be used to (1) increase the amount of the Indemnity Deductible, or (2) offset any liability of the Stockholders for indemnification pursuant to Section 5.6 above.
Conduct of the Company Pending the Closing. (a) Except as otherwise expressly contemplated hereby or by the Xxxxxxx Xxxxx 00 Xxxxxxxx, between the Effective Date and the Closing Date, Seller covenants and agrees with Purchaser that it shall cause the Company (except with the prior written consent of the Purchaser, which consent will not be unreasonably withheld, delayed, or conditioned) to:
Conduct of the Company Pending the Closing. (a) From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement or disclosed in the Company SEC Documents prior to the date of this Agreement or otherwise with the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), the Company shall use reasonable best efforts to, and shall cause each of its Subsidiaries to use reasonable best efforts to, (i) conduct its operations, in all material respects, in the ordinary course of business and (ii) preserve the goodwill and current relationships of the Group Companies with customers, suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations, subject, in each case, to modifications to the Company’s business which were publicly announced or otherwise disclosed to Purchaser prior to the date of this Agreement; provided, however, that no action by the Group Companies with respect to matters specifically permitted by any provision of the following sentence, and no failure to take any action specifically prohibited by any provision of the following sentence, shall in either case be deemed a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by (and to the extent permitted by) Applicable Law or expressly contemplated by this Agreement or disclosed in the Company SEC Documents prior to the date of this Agreement, or otherwise with the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed), the Company undertakes that it shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01:
Conduct of the Company Pending the Closing. From the Execution Date until the earlier of the Closing or valid termination of this Agreement pursuant to Article XI, except (i) as set forth on Section 6.1 of the Company Disclosure Schedule, (ii) as required by applicable Law or any existing Contract or Benefit Plan, (iii) as otherwise specifically contemplated by this Agreement, (iv) as is solely between or among the Company and any of its Subsidiaries or (v) with the prior written consent of Purchaser or Merger Sub (which consent shall not be unreasonably withheld, delayed or conditioned), (A) the Company shall and shall cause the Company’s Subsidiaries to (1) conduct the business of the Company and the Company’s Subsidiaries in the Ordinary Course of Business and (2) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and its Subsidiaries and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company and its Subsidiaries, and (B) the Company shall not, and shall cause the Company’s Subsidiaries not to:
Conduct of the Company Pending the Closing. From the date of this Agreement until the earlier of the Closing or valid termination of this Agreement pursuant to Article IX, except (a) as set forth in Schedule 6.1, (b) as required by applicable Law or Order, (c) as otherwise contemplated by this Agreement or (d) with the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed, or conditioned), (x) the Company shall conduct the Business in the ordinary course of business consistent with past practice and (y) the Company shall not:
Conduct of the Company Pending the Closing. 14 ARTICLE 6
Conduct of the Company Pending the Closing. The business of the Company shall be conducted only in, and the Company shall not take any action except in, and the directors and officers of the Company shall cause the Company to be conducted in, the ordinary course of business and in a manner consistent with past practice and in accordance with applicable law; and the Company shall use all commercially reasonable efforts to preserve substantially intact the business organization of the Company, to keep available the services of the current directors, officers, employees and consultants of the Company and to preserve the current relationships of the Company with customers, suppliers and other persons with which the Company has significant business relations. The Company agrees to confer with GM in connection with the preparation and adoption of any employee incentive stock option or similar plan contemplated to be effectuated prior to or following the Closing.
Conduct of the Company Pending the Closing. The Company covenants and agrees that during the period commencing on the date hereof and ending at the Effective Time:
Conduct of the Company Pending the Closing. Company agrees that from the date hereof to the Closing Date (subject to written consent by Purchaser to the contrary):
Conduct of the Company Pending the Closing. PI covenants and agrees that, prior to the earlier to occur of the termination of this Agreement or the Closing, except for the consummation of the Separation Transactions, the consummation of the Debt Conversion (including the issuance of the Additional PPSS Shares), the settlement of the TIBCO Obligations (and actions related thereto), conduct and transactions contemplated by this Agreement (including any Schedule hereto) and as set forth in Schedule 3.1, it shall ensure that the Company conducts its business in the usual, regular and ordinary course of business consistent with its past practice and use its commercially reasonable efforts consistent with past practices to (A) preserve the existing relationships of the Company with customers and suppliers, (B) preserve intact its business organization, goodwill and ongoing operations, (C) retain the services of its key employees, (D) perform in all material respects its obligations under the Material Contracts, (E) maintain and keep in good repair (ordinary wear and tear excepted) its material properties, rights and assets (including Proprietary Rights), (F) maintain insurance coverage on such terms and in such amounts substantially as maintained on the date of this Agreement; and (G) make capital expenditures and research and development expenditures consistent with the Company’s fiscal 2007 budget previously presented to Purchasers. PI shall not permit the Company to take any of the actions described in any of clauses (i) through (xix) of Section 2.2(g) without the prior written consent of Purchasers.
