Conduct Prior to Closing Date. Pending the Closing, Tyler shall: (a) confer upon request of the Shareholders with one or more representatives of the Shareholders to report material operational matters and the general status of ongoing operations of Tyler and the Tyler Subsidiaries; and (b) take no action that, and shall not fail to use reasonable best efforts to take (without material cost) any action the failure to take which, would cause or permit its representations and warranties contained in this Agreement to be untrue in any material respect at the Closing.
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement, prior to the Closing Date:
(a) Xxxxxxxxxx shall:
(i) conduct the Business and operations of Xxxxxxxxxx only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices;
(ii) maintain the properties and assets of Xxxxxxxxxx in good condition and repair and not dispose of any of its assets except in the ordinary course of business consistent with past practices, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing;
(iii) continue in effect the policies of insurance (or similar coverage) referred to in Section 4.23;
(iv) use its commercially reasonable efforts to keep available the services of the present employees of Xxxxxxxxxx;
(v) not declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem, otherwise acquire or agree to redeem or otherwise acquire any of its capital stock, other than in connection with the Preferred Repurchase or the Warrant Repurchase;
(vi) maintain and preserve the goodwill of the suppliers, customers and others having business relations with Xxxxxxxxxx;
(vii) not lend any amount to any person or entity, other than advances for travel and expenses which are incurred in the ordinary course of business consistent with past practices, not material in amount and documented by receipts for the claim amounts;
(viii) not guarantee or act as a surety for any obligation except for obligations in amounts that are not material;
(ix) not waive or release any right or claim except for the waiver or release of non-material claims in the ordinary course of business consistent with past practices;
(x) not issue or sell any shares of its capital stock of any class (except upon the exercise of a bona fide option, warrant or other right to acquire such capital stock currently outstanding or conversion of any currently outstanding securities which are by their terms convertible in shares of its capital stock), or any other of its securities, or issue or create any warrants, obligations, subscriptions, options, convertible securities or other commitments to issue shares of capital stock, or accelerate the vesting of any outstanding option or other security;
(xi) not split or combine the outstanding shares of its capital stock of any class or enter...
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of the Purchaser, but without making any commitment on the Purchaser ‘s behalf, prior to the Closing Date the Company shall:
(a) conduct the Business and operations of the Company only in the ordinary course, including, without limitation, maintaining inventories at levels not in excess of those consistent with past practices;
(b) maintain the properties and assets of the Company in good condition and repair, perform its obligations under all agreements to which it is a party or by which it or any of its assets or properties are bound and maintain all of its Permits in good standing;
(c) continue in effect the policies of insurance (or similar coverage) referred to in Section 3.14;
(d) use reasonable efforts to preserve the business organization, including the present work force, of the Company intact;
(e) use reasonable efforts to keep available the services of the present employees of the Company;
(f) use reasonable efforts to maintain and preserve the goodwill of the suppliers, customers and others having business relations with the Company; and
(g) consult with the Purchaser from time to time, upon the reasonable request of the Purchaser, with respect to any actual or proposed conduct of business by the Company.
Conduct Prior to Closing Date. Prior to the --------------------------------------------------------------------- Closing Date, Buyer shall take no action to cause the Sellers or any Xxxxxx Sub ------------------------------------------------------------------------------- to terminate the employment of any current Business Employee, and the Sellers ----------------------------------------------------------------------------- and the Xxxxxx Subs shall be under no obligation to terminate any current ------------------------------------------------------------------------- Business Employee or Central Functions Employee. -----------------------------------------------
Conduct Prior to Closing Date. PBBC will not from the date of its execution of this Agreement through and including the Closing Date engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, PBBC shall not engage in any practice, take any action or enter into any transaction outside the Ordinary Course of Business, the primary purpose or effect of which will be to generate or preserve cash or cash equivalents. In addition, PBBC shall not intentionally interfere with the goodwill of or intentionally seek to adversely effect the contractual relationships with PBBC's customers, distributors, suppliers and others having business relations with PBBC and shall not expend or convert any of the assets in the Project Account referred to in Section 11.9(c), except that PBBC shall be authorized to expend any sum from the Project Account to enhance or improve the Facility or to acquire equipment which will be owned by the Surviving Corporation at the Effective Time in accordance with the IRB Obligations.
Conduct Prior to Closing Date. (a) During the period from the date of this Agreement through the Closing Date, Seller agrees to conduct its business in the ordinary and normal course of business. In connection therewith, Seller shall use its best efforts to (i) maintain all patient lists, records, billing and collection data, goodwill associated with the Practice, and all material files and records and intangible assets related to the continued operation of the Practice, (ii) preserve, protect and maintain the Practice Assets (iii) use its efforts to preserve the good standing of Seller and to keep available the services of present employees and agents and to preserve the goodwill of suppliers, patients and others having business relationships with Seller and the Practice; (iv) not sell, lease, or otherwise dispose of any of the Practice Assets, or other properties, rights or claims, except in the ordinary course of business, without Buyer's written consent.
(b) After the date of this Agreement, Seller will deliver to Buyer copies of all interim financial statements since December 31, 1996 ("Interim Financial Statements") with five (5) days after preparation of the Interim Financial Statements, but in no event later than three (3) business days prior to the Closing Date. Seller will not have any liabilities, debts or obligations, whether accrued, absolute or contingent, and whether due or to become due, which will not be reflected in the Interim Financial Statements or which are not listed on Exhibit 2.05 if such liabilities are to be assumed by Buyer.
Conduct Prior to Closing Date. Between the date of this Agreement and the Closing Date, except as permitted by the prior written consent of the Purchaser, the Seller shall cause the Business to (i) carry on its business diligently and in the same manner as heretofore, maintain all its properties and the Assets in good condition and repair and perform its obligations under all agreements binding upon it; (ii) continue in effect the policies of insurance referred to in Section 4.05(g) hereof; (iii) not become a party to an agreement which, if it existed on the date hereof, would be required to be listed in the Schedules attached hereto unless it has received the prior written consent of the Purchaser; and (iv) not sell any of the Assets other than sales to unaffiliated parties where such sales will not have a material adverse effect upon the Business. The Seller further covenants that no cash or cash equivalents have been distributed by the Business to the shareholders or other divisions of the Seller on or after May 31, 1997.
Conduct Prior to Closing Date. During the period from the date of this Agreement through the Closing Date, AMG and MSO agree to conduct the Practice in as prudent a manner as possible. In connection therewith, AMG and MSO shall use their best efforts to (i) preserve, protect and maintain the Tangible Practice Assets (ii) use its efforts to keep available the services of the Physicians and agents and to preserve the goodwill of patients and others having business relationships with the Practice; (iii) not sell, lease, or otherwise dispose of any of the Tangible Practice Assets, except in the ordinary course of business, without INMD's and/or FCI's written consent.
Conduct Prior to Closing Date. Except as otherwise contemplated by this Agreement or permitted by the prior written consent of Purchaser, Shareholder shall cause the Company to:
(a) conduct its business and operations only in the ordinary course, maintain all of its properties and assets in good condition and repair, perform its obligations under all agreements binding upon it and maintain all of its licenses in good standing;
(b) continue in effect all disclosed policies of insurance;
(c) preserve the business organization of the Company intact;
(d) keep available the services of the present officers and employees of the Company;
(e) maintain and preserve the good will of the suppliers, customers and others having business relations with the Company;
(f) furnish to Purchaser, promptly upon their becoming available, Company Financial Statements in the form customarily presented to Company’s management; and
(g) consult with Purchaser from time to time, upon the reasonable request of Purchaser, with respect to any actual or proposed conduct of the business of the Company.
Conduct Prior to Closing Date. During the period from the date of this Agreement through the Closing Date, Seller agrees to conduct its business in the ordinary and normal course of business. In connection therewith:
(a) Seller shall use its best efforts to (i) maintain all patient lists, records, billing and collection data, goodwill associated with the Practice, and all material files and records and intangible assets related to the continued operation of the Practice, (ii) preserve, protect and maintain the Practice Assets (iii) use its efforts to preserve the good standing of Seller and to keep available the services of present employees and agents and to preserve the goodwill of suppliers, patients and others having business relationships with Seller and the Practice; (iv) not sell, lease, or otherwise dispose of any of the Practice Assets, or other properties, rights or claims, except in the ordinary course of business, without Buyer's written consent.
