Conduct of the Sellers. From the date of this Agreement until the Closing Date or the earlier termination of this Agreement in accordance with Article VIII, Sellers shall not sell, transfer, lease, mortgage, pledge, grant any Encumbrance (other than Permitted Encumbrances and Encumbrances to be removed by operation of the Sale Order) on or otherwise encumber or dispose of any of the Acquired Assets, or otherwise commit or agree to take any of the foregoing actions. For the avoidance of doubt, nothing contained in this Agreement shall be construed to give to Purchaser, directly or indirectly, rights to control or direct the operations of Sellers prior to the Closing.
Conduct of the Sellers. (a) From the date of this Agreement until the Closing, in each case, consistent with past practices, Xxxxxxx Polymer and the Subsidiaries shall use reasonable commercial efforts to retain those employees actively employed in the Business and preserve Xxxxxxx Polymers’ and the Subsidiaries’ present relationships with customers, suppliers, contractors, distributors and such employees.
(b) From the date of this Agreement until the Closing, except as contemplated by this Agreement or as set forth on Section 13.01(b) of the Disclosure Schedule, without the consent of Buyer, which will not unreasonably be withheld or delayed, the Sellers shall not, and shall ensure that the Subsidiaries do not, (i) take any action outside the Ordinary Course of Business with respect to the Purchased Assets, (ii) enter into, adopt or amend any employee benefit plan covering employees of the Business, except as may be required by applicable law and except for the adoption or amendment of an employee benefit plan which does not result in a material increase in the cost of such plan; (iii) materially increase the compensation or fringe benefits of, or materially modify the employment terms of, directors, officers or employees of the Business except for annual merit salary increases scheduled for April 1 consistent with past practice; or (iv) hire any new employees with respect to the Business other than replacement of employees who have departed or the hiring of summer interns and other part-time employees consistent with past practice.
Conduct of the Sellers. Except with the prior written consent of ---------------------- the Buyer or as otherwise expressly permitted by this Agreement, none of the Sellers shall take (and none of the Seller Related Parties shall cause or permit any of the Sellers to take) any action, at any time on or after the date hereof and at or prior to the Closing, that would, or that could reasonably be expected to, result in (i) any of the representations and warranties of any of the Sellers or Seller Related Parties set forth in this Agreement being breached or (ii) any of the conditions to the purchase and sale of the Acquired Assets set forth in Section 3 not being satisfied.
Conduct of the Sellers. (a) During the period from the date of this Agreement to the Closing Date, except as may be required by applicable Law, the Sellers shall not, and shall cause the Companies and New Startel not to, without the consent of Buyer, except for and as provided under the Usufruct with respect to the shares of Common Stock held by New Startel, (i) sell, transfer (including by operation of law), give, pledge, encumber, assign or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to the sale, transfer, gift, pledge, encumbrance, assignment or other disposition of, the Shares or any shares of Common Stock, other than for those Encumbrances which will be released prior to the Closing; provided, however, that the vesting of assets in the reorganized Sellers in accordance with the Chapter 11 Plan upon emergence from chapter 11 of the Bankruptcy Code shall not constitute a transfer or other disposition of the Shares in contravention of this subsection, (ii) deposit the Shares or any shares of Common Stock into a voting trust or grant any proxies or enter into a voting agreement, power of attorney or voting trust with respect to the Shares or any shares of Common Stock, other than any such actions in connection with the voting of the shares of Common Stock at any meeting of the shareholders of Embratel or by written consent of the shareholders, in each case, occurring prior to the Closing Date, (iii) adopt or propose any change in their respective organizational documents other than in connection with the Chapter 11 Plan, (iv) merge or consolidate with any other Person or acquire assets, equity or debt of any Person, or make loans or extensions of credit to any Person, (v) take any action that would have the effect of preventing or materially delaying the Sellers from performing any of their respective obligations under this Agreement, or (vi) make, declare or pay any dividend or distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any Shares or any securities or obligations convertible into or exchangeable for any Shares, other than as permitted by Section 5.15.
(b) During the period from the date of this Agreement to the Closing Date, except as otherwise expressly provided for herein or required by applicable Law, the Sellers shall use their commercially reasonable efforts to cause each of Embratel and its Subsidiaries to conduct its business and operations in the ordinary course consis...
Conduct of the Sellers. (a) Subject to Section 6.1(c) or as is otherwise permitted or required by this Agreement, during the period from the date of this Agreement up to and including the Closing Date, each of GGH, GG-GA and GG-TN shall, and ARP shall cause each RE Holding LLC to, conduct its respective business only according to ordinary and usual course of business and use its respective commercially reasonable efforts to preserve intact its respective business organizations, keep available the services of its respective officers and employees and, except as required hereunder, maintain existing relationships with licensors, suppliers, distributors, customers and others having business relationships with such Person.
Conduct of the Sellers. During the period between the date of this Agreement and the Closing Date, the Sellers will not, and will not permit the Company to, take or agree or commit to take any action that would make any representation or warranty of the Sellers hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or to omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any material respect at any such time.
Conduct of the Sellers. The Sellers will neither take nor omit to take any action (or agree thereto) that would make any representation or warranty of the Sellers under this Agreement inaccurate in any respect. The Sellers shall promptly notify the Purchaser in writing of any variances from the Sellers’s representations and warranties in Section 8 above.
Conduct of the Sellers and the Company during the Completion Period
3.7.1 the Company will not, directly or indirectly issue, sell, pledge, lease, dispose of, encumber or agree to issue, sell, pledge, lease, dispose of or encumber any shares in the Company except in the ordinary course of business and consistent with past practice;
3.7.2 the Company will not subdivide, combine or reclassify any of its issued securities or redeem, purchase or offer to purchase any of its securities;
3.7.3 the Company will not amend or propose to amend its Founding Documents, except to the extent required by the terms of this Agreement or by the ASX, ASIC, the JSE and/or any Governmental Authority pursuant to the Transaction;
3.7.4 the business of Company will be conducted in the ordinary and regular course in a manner consistent with past practice and the Rand Uranium Operating Strategy, and the Company shall use its commercially reasonable efforts to:
3.7.4.1 preserve intact the Company’s present business organisation;
3.7.4.2 preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Company;
3.7.4.3 cause its insurance policies not to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies underwritten by insurance companies of nationally recognised standing providing coverage equal to or greater than the coverage under the cancelled, terminated or lapsed policies for substantially similar premiums are in full force and effect;
3.7.4.4 maintain the assets that constitute tangible movable property of the Company in normal operating condition and repair in accordance with past practice (ordinary wear and tear excepted);
3.7.4.5 perform in all material respects all of the Company’s obligations under any material contracts to which it is party; and
3.7.5 the Company will not incur any material indebtedness for borrowed money, other than (a) borrowings under the Future Shareholder Loans, (b) loans from the Purchaser in accordance with clause 8.4.3.3 of this Agreement or (c) borrowings under the Standard Bank Facility, in the ordinary and regular course of carrying on business;
3.7.6 save as otherwise provided herein and except in the ordinary course of business the Company will not:
3.7.6.1 satisfy or settle any claims, liabilities or legal actions or relinquish any contractual rights, which are, individually or in the aggregate, material to the...
Conduct of the Sellers
