Conduct of the Purchaser. Except with the consent of STIC, from the Effective Date to the Rescission Closing Date, the Purchaser shall ensure that:
(a) the Company conducts its operations in the ordinary course of business and in substantially the same manner as such operations have been conducted prior to the Effective Date and shall not transfer or dispose of any material intellectual property right;
(b) the Company does not incur or assume any Liability or make payments with respect to Liabilities of the Company, except for (i) obligations related to the ISx Debt and (ii) current Liabilities incurred in the ordinary course of business, including but not limited to ordinary course vendor and supplier financing, non-debt obligations pursuant to customer contracts and strategic partnerships, payroll and other employment and benefit related obligations and obligations to the Company's service providers; and
(d) the Company does not make effect any redemption, repurchase, payment of dividends or other distributions with respect to the outstanding shares of capital stock.
Conduct of the Purchaser. Section 6.1 of the Definitive Agreement is deleted in its entirety and replaced with the following text:
Conduct of the Purchaser. For the period commencing on the date of the Final Amending Agreement and ending on the Effective Time, and except as expressly required by Applicable Law, no Purchaser Party shall enter into any merger, acquisition, joint venture, disposition, lease, contract, or debt or equity financing or other transaction, or agree to do any of the foregoing, that would reasonably be likely to delay, impair or impede in any material respect the satisfaction of any condition set forth in Article 8 hereof or the applicable conditions to the availability of funds on the Effective Date under the terms of the Purchaser Financing Documents.”
Conduct of the Purchaser. Purchaser hereby covenants that from the date hereof until the Closing Date, and except as expressly consented to by USDATA, the Purchaser will not declare or pay dividends, or any other distribution, whether in cash, capital stock or in kind, to any of its shareholders, other than distribution of bonus shares with respect to all outstanding Ordinary Shares of Purchaser or in connection with a recapitalization or reclassification with respect to which adjustment is made to the Consideration Shares pursuant to Section 2.10 hereof.
Conduct of the Purchaser. The Parent will take all action necessary to cause the Purchaser to perform its obligations under this Agreement and to consummate the Merger on the terms and conditions set forth in this Agreement.
Conduct of the Purchaser. The Purchaser will exercise all voting rights and other powers of control available to it in relation to the Company in its capacity as shareholder and director appointor to ensure that:
11.2.1 The Company complies with the provisions of its Constitution (except to the extent that they are inconsistent with this clause 11) where applicable, and with this Agreement; and
11.2.2 The Company and the parties achieve their objective detailed in clause 11.1.
Conduct of the Purchaser. From and after the date hereof and prior to the earlier of the Second Closing or the termination of this Agreement in accordance with its terms, the Purchaser shall use its commercially reasonable efforts not to, and shall use its commercially reasonable efforts to cause each of its Subsidiaries not to, take or omit to take any action that impedes, interferes with, hinders or delays in any material respect, or would reasonably be expected to prevent or materially impede, interfere with, hinder or delay in any material respect, the consummation by the Purchaser of the Contemplated Transactions on a timely basis.
Conduct of the Purchaser. The Purchaser shall, and shall cause each of its subsidiary undertakings to, from the date falling 15 Trading Days prior to Closing until Closing (the Pricing Period), to the extent permissible under applicable Law, or with the prior written consent of the Sellers’ Representative, which shall not to be unreasonably withheld, conditioned or delayed, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Purchaser shall, and shall cause each of its subsidiary undertakings to, use reasonable efforts to preserve substantially intact its and its subsidiary undertakings’ business organisation.
Conduct of the Purchaser. From the date hereof until the earlier of the Closing or the termination of this Agreement, the Purchaser shall preserve its material Assets, maintain its rights and franchises and conduct its businesses in the ordinary course consistent with past practice and to use its best reasonable efforts to preserve intact its business organizations and relationships with third parties. From the date hereof until the Closing Date, the Purchaser shall not except as otherwise contemplated by the Transaction Documents:
(a) take any action that would (i) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated by the Transaction Documents without imposition of a material condition or restriction, or (ii) materially adversely affect the ability of either Party to perform its covenants and agreements under the Transaction Documents;
(b) no material changes shall be made in the general nature of the business conducted by the Purchaser taken as a whole as set forth in the Confidential Offering Memorandum of the Purchaser, dated August, 2011 as amended and supplemented, and Operating Agreement of the Purchaser;
(c) the Purchaser shall not intentionally take or intentionally fail to take any action that will cause a breach by the Purchaser of, or Default by the Purchaser under, any Contract, which would result in a Material Adverse Effect on the Purchaser’s ability to perform its obligations under the Transaction Documents; or
(d) agree or commit to do any of the foregoing, or encourage any other Persons to agree or commit to do any of the foregoing.
Conduct of the Purchaser. (1) The Purchaser shall perform all obligations required to be performed by the Purchaser under this Agreement, co-operate with the Company in connection therewith, and do all such other acts and things as may be necessary in order to consummate and make effective, as soon as reasonably practicable, the transactions contemplated in this Agreement and, without limiting the generality of the foregoing, the Purchaser shall:
(a) use commercially reasonable efforts to satisfy (or cause the satisfaction of) the conditions precedent to its obligations hereunder, as set forth in Article 3, to the extent the same is within its control and to take, or cause to be taken, all other action and to do, or cause to be done, all other things reasonably necessary under all Applicable Laws to complete the Arrangement, including using its commercially reasonable efforts to: (i) effect all necessary registrations, filings and submissions of information requested by Governmental Authorities required to be effected by it in connection with the Arrangement; (ii) oppose, lift, rescind or defend, as applicable, all lawsuits or other legal, regulatory or other proceedings (including any injunction or restraining order) against it challenging or affecting this Agreement or the making or completion of the Arrangement; and (iii) co-operate with the Company in connection with the performance by it and its Subsidiaries of their obligations hereunder. In addition, subject to the terms and conditions herein provided, the Purchaser shall not knowingly take or cause to be taken any action which would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated hereby;
(b) take all necessary action to ensure that Purchaser has authority to and does perform its obligations hereunder, including without limitation, ensuring that the Purchaser has sufficient funds to carry out its obligations under this Agreement and the Arrangement and to pay related fees and expenses;
(c) not take any action, refrain from taking any commercially reasonable action, or permit any action to be taken or not taken, which is inconsistent with this Agreement or which would reasonably be expected to significantly impede the making or completion of the Arrangement except as permitted by this Agreement;
(d) on or prior to the Effective Time, but conditional upon the delivery from each such director of a release in favour of the Company and the Purchaser, the Purchaser shall deli...
