Conduct Prior to Closing Date Sample Clauses
Conduct Prior to Closing Date. Pending the Closing, Tyler shall:
(a) confer upon request of the Shareholder with one or more representatives of the Shareholder 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) PEI shall:
(i) conduct the PEI Business and operations of PEI 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 PEI 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) not borrow any money except for amounts that are not in the aggregate material to the financial condition of PEI;
(v) use its commercially reasonable efforts to keep available the services of the present employees of PEI;
(vi) not declare, set aside or pay any cash or stock dividend or other distribution in respect of capital stock, or redeem or otherwise acquire any of its capital stock;
(vii) maintain and preserve the goodwill of the suppliers, customers and others having business relations with PEI;
(viii) 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;
(ix) not guarantee or act as a surety for any obligation except for obligations in amounts that are not material;
(x) 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;
(xi) 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;
(xii) not split or combine the outstanding shares of its capital stock of any class or enter into any recapitalization or a...
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. Buyer, the Company and Seller agree that within two (2) business days following the later to occur of: (i) the effectiveness of the PNICTA Amendment and (ii) receipt of the Interim Gaming Approval, that the Seller shall cause the Company to terminate the Casino Management Agreement and shall hire as employees of the Company a general manager and food and beverage director as replacement managers (the “Replacement Managers”). In exchange for Buyer’s obligations under Section 8.3(c) hereof, Seller and the Company agree not to provide any WARN Act notices to employees of the Company. Between the date hereof and the Closing Date, without the prior written consent of Buyer, the Seller shall not cause the Company to do any of the following (except as otherwise expressly contemplated by this Agreement or as set forth on Section 5.2 of the Disclosure Schedule):
(a) issue any equity securities, any securities convertible or exchangeable into equity securities, any options, warrants, or rights with respect to equity securities, or split, subdivide, or reclassify its equity securities;
(b) amend its articles of organization or other organizational documents, as applicable, or merge, consolidate, liquidate, or dissolve;
(c) create or incur any Encumbrance on any of its assets, incur or assume any guaranty or other liability to discharge an obligation of another, incur or assume any obligations for money borrowed, or cancel or discount any material debt owed to it, in each case other than in the ordinary course of business;
(d) dispose of in any form or fashion, including, but not limited to up-streaming assets to the Seller from the Company, any material assets except that this prohibition shall not apply to any proceeds received by the Company pursuant to the Sale and Leaseback with PDS;
(e) enter into or terminate (other than in accordance with its terms) any material agreement, other than the Casino Management Agreement;
(f) other than in the hiring of the Replacement Managers and new employees in the ordinary course of business, enter into or amend any employment, compensation, or (except as required by applicable law) other employee benefit plan, agreement, trust fund or arrangement for the benefit or welfare of any employees, or increase the aggregate compensation of management or the rates of compensation of (or make special payments to) management or other employees other than through normal merit and cost of living raises;
(g) enter into any agreement, commit...
Conduct Prior to Closing Date. From the date hereof through the Closing Date, each Company will (i) conduct its business and affairs in the ordinary course of business (except as expressly permitted by this Section 5.2 and Section 5.3), and (ii) use its reasonable efforts to keep intact its goodwill, keep available the services of its employees, and maintain good relationships with vendors, customers and employees having business or financial relationships with it. From the date hereof through Closing Date, without the prior written consent of Parent and Buyer (which shall not be unreasonably withheld or delayed), none of the Companies shall (except as may be necessary or desirable to facilitate the Reorganization or as expressly permitted by Section 5.3):
(a) except as contemplated by Section 1.1 in connection with the Reorganization, issue any capital stock, partnership interests or other securities, or any securities convertible or exchangeable into capital stock, partnership interests or other securities, or any securities requiring any payment relating to capital stock, partnership interests or other securities, or any options, warrants, or rights with respect to capital stock, partnership interests or other securities, or split, subdivide, or reclassify its capital stock, partnership interests or other securities; provided, however, that the Companies may issue capital stock or other securities to the Sellers in order to change the relative number of Company Shares held by and among the Sellers prior to the Closing if there is no adverse impact on any of the Companies or on Parent or Buyer or the transactions contemplated by this Agreement as a result of such issuance;
(b) amend, in any material respect, its articles of incorporation, bylaws or partnership agreement, as the case may be, or merge, consolidate, liquidate, or dissolve;
(c) except as contemplated by Sections 2.11 and 5.3, declare or pay any dividend or make any other distribution on its capital stock or other securities, or purchase or redeem any capital stock or other securities;
(d) acquire or agree to acquire by merging or consolidating with, or by purchasing the stock or assets of, or by any other manner, any business or any corporation, partnership, joint venture, association or other business organization or division thereof;
(e) create or incur any security interest, lien, mortgage, claim or other encumbrance on any of its properties (except for statutory liens securing payments not yet due), incur or assume an...
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. 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. Prior to the Closing Date, the Buyer shall take no action to cause any of the Selling Parties to terminate the employment of any person employed by any of the Selling Parties (each, a "Business Employee"), and the Selling Parties shall be under no obligation to terminate any Business Employee.
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. 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.