Conduct Prior to the Closing Date. Each of the Companies shall:
(a) subject to the provisions of the TBA if the Commencement Date (as defined in the TBA) has occurred, use commercially reasonable efforts to maintain its present business organization, keep available the services of its present employees and independent contractors, preserve its relationships with its customers and others having business relationships with it, and refrain from materially and adversely changing any of its business policies (including but not limited to advertising (including substantially the same amount of cash expenditure), marketing, pricing, purchasing, personnel, sales, and budget policies);
(b) maintain its books of account and records in the usual and ordinary manner and in accordance with GAAP except as otherwise provided in Section 3.1.6;
(c) notify Buyer if the regular broadcast transmission of the Station from its main transmitting facilities at full authorized effective radiated power is interrupted for a period of more than five consecutive hours or for an aggregate of ten or more hours in any continuous three-day period;
(d) conduct its business in all material respects in compliance with the terms of the Station Licenses and all applicable laws, rules, and regulations, including, without limitation, the applicable rules and regulations of the FCC through the Closing Date and, subject to the provisions of the TBA if the Commencement Date has occurred, operate in the usual and ordinary course of business in accordance with past practices;
(e) use, repair, and, if necessary, replace any of the Station's studio and transmission assets in a reasonable manner consistent with historical practice and maintain its assets in substantially their current condition, ordinary wear and tear excepted;
(f) maintain insurance in conformity with Section 3.1.10 through the Closing Date;
(g) not knowingly incur any debts, obligations, or liabilities (absolute, accrued, contingent, or otherwise) that include obligations (monetary or otherwise) to be performed by Buyer after the Closing that exceed $50,000 individually or $150,000 in the aggregate;
(h) not lease, mortgage, pledge, or subject to a lien, claim, or encumbrance (other than Permitted Liens) any of its assets or sell or transfer any of its assets without replacing such assets with an asset of substantially the same value and utility;
(i) without the prior consent of Buyer, which consent shall not be unreasonably withheld or delayed, (x) not modify or extend...
Conduct Prior to the Closing Date. 6.1 Conduct of Business by the Company and the Company Subsidiaries During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall, and shall cause the Company Subsidiaries to, carry on its business in the Ordinary Course of Business and in accordance with Applicable Legal Requirements, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, delayed or conditioned); or (b) as expressly contemplated by this Agreement or Schedule 6.1 of the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or the Company Disclosure Letter, or as required by Applicable Legal Requirements, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following:
(a) except as otherwise required by any existing Employee Benefit Plan or Applicable Legal Requirements: (i) materially increase or grant any material increase in the compensation, bonus, fringe or other benefits of, or pay, grant or promise any material bonus to, any current or former employee, director or independent contractor except for any increases in the rate of base salary or wage that does not exceed ten percent (10%) of such Person’s current base salary or wage pursuant to: (A) annual adjustments in the Ordinary Course of Business; or (B) in connection with any promotion or material increase in responsibility of any officer or employee in the Ordinary Course of Business; (ii) grant or pay any severance or change in control pay or benefits to, or otherwise increase the severance or change in control pay or benefits of, any current or former employee, director or independent contractor; (iii) enter into, amend (other than immaterial amendments) or terminate any material Employee Benefit Plan or any employee benefit plan, policy, program, agreement, trust or arrangement that would have constituted a material Employee Benefit Plan if it had been in effect on the date of this Agreement; (iv) take any action to accelerate the vesting or payment of, or otherwise fund or secure the payment of, any compensati...
Conduct Prior to the Closing Date. Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:
(a) except as otherwise required by any existing Company Benefit Plan or any Contract a copy of which has been furnished to SPAC, (i) adopt, enter into, or amend in any material respect any Company Benefit Plans, or equity or equity-based compensation plan, severance, pension, requirement, profit-sharing, welfare benefit or other employee benefit plan or agreement with or for the benefit of any current or former directors, office...
Conduct Prior to the Closing Date. 5.1 Conduct of Business of C-CUBED. Except as set forth on Schedule 5.1 hereto, between the date of this Agreement and the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, C-CUBED shall, except to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld), (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, except when subject to good faith disputes over such obligations, and use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers and others having business relationships with it, to the end that C-CUBED’s goodwill and ongoing business shall be unimpaired at the Closing Date, and (b) promptly notify Parent of any event or occurrence which will have or could reasonably be expected to have an C-CUBED Material Adverse Effect. In addition, between the date of this Agreement and the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, C-CUBED and its Subsidiaries shall not, except as set forth on Schedule 5.1 hereto or to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld):
(a) amend its charter documents or by-laws;
(b) declare or pay any dividends or distributions on its outstanding shares of capital stock or purchase, redeem or otherwise acquire for consideration any shares of its capital stock or other securities except in accordance with agreements existing as of the date hereof;
(c) issue or sell any shares of its capital stock, effect any stock split or otherwise change its capitalization as it exists on the date hereof, or issue, grant, or sell any options, stock appreciation or purchase rights, warrants, conversion rights or other rights, securities or commitments obligating it to issue or sell any shares of its capital stock, or any securities or obligations convertible into, or exercisable or exchangeable for, any shares of its capital stock;
(d) borrow or agree to borrow any funds or voluntarily incur, or assume or become subject to, whe...
Conduct Prior to the Closing Date. The Investors, their counsel, accountants, employees or other representatives may, prior to the Closing Date, make such investigations of the properties, plants and operations of the Company and such audit of the financial condition of the Company for such purposes as it deems necessary or advisable in connection with the transactions contemplated hereby; such investigation shall not, however, affect the representations and warranties of the Company hereunder. Prior to the Closing Date, the Company agrees to permit the Investors and their counsel, accountants, employees or other representatives to have, after the date hereof and upon reasonable advance notice, full access during normal business hours to the premises and to all books and records of the Company and the Investors shall have the right to make copies thereof and excerpts therefrom, and the Company will furnish the Investors with such financial and operating data and other information with respect to the business and properties of the Company as is otherwise readily available and as the Investors may, from time to time, reasonably request. Prior to the Closing Date, the Company agrees to permit the Investors and their counsel, accountants, employees or other representatives to communicate with and visit suppliers, customers and others having business relations with the Company. The Company acknowledges that the rights set forth in this Section 11 are essential to the Investors as a means of evaluating the assets and business of the Company and agree that in no event will they make any claim of any kind as a result of the exercise by the Investors of such rights and hereby waive any and all rights they may have to make such claims.
Conduct Prior to the Closing Date. Conduct of Business. Buyer acknowledges that as of June 28, 2002, Buyer has undertaken the management and operation of the Seller for the Buyer's own account and assumes all liabilities with respect to the period June 28, 2002 through the date of Closing.
Conduct Prior to the Closing Date. 5.1 Conduct of Business of CSERV.
Conduct Prior to the Closing Date. 5.1 Conduct of Business of KnowledgeWell. During the period from November 30, 1998 and continuing until the earlier of (i) the termination of this Agreement and (ii) the Closing Date, the Shareholders, as shareholders, and Xxxxxx Xxxxxx, as a director, shall procure that KnowledgeWell shall (except to the extent that CBT shall otherwise consent in writing) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, pay its debts and Taxes when due, pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing business at the Closing Date. KnowledgeWell shall promptly notify CBT of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving KnowledgeWell or its business. Such representatives and advisors as CBT requests may be designated to work with KnowledgeWell with regard to the management and operations of KnowledgeWell. Subject to such representatives and advisors being reasonably available, KnowledgeWell will consult with such representatives and advisors with respect to any action that may materially affect the business of KnowledgeWell. KnowledgeWell will furnish to such representatives and advisors such information as they may reasonably request for this purpose. Except as expressly contemplated by this Agreement or disclosed in Schedule 5.1, the Shareholders, as shareholders, and Xx. Xxxxxx, as a director, shall procure that KnowledgeWell shall not (and KW Group shall cause the Subsidiary to not), without the prior written consent of CBT (which consent shall not be unreasonably withheld):
(a) Enter into any commitment or transaction not in the ordinary course of business.
(b) Transfer to any person or entity any rights to KnowledgeWell Intellectual Property Rights (other than pursuant to end-user licenses in the ordinary course of business);
(c) Enter into or amend any material agreements pursuant to which any other party is granted marketing, distribution or similar rights of any type or scope with respect...
Conduct Prior to the Closing Date. Conduct of Business by the Company, the Company Subsidiaries, HoldCo, New PubCo and Merger Sub 51 6.2. Conduct of Business by SPAC 53 6.3. Requests for Consent 55
Conduct Prior to the Closing Date. 4.1 Conduct of Business of the POS Entities. During the period from the date of this Agreement and continuing until the Closing Date, Parent, Pirelli Cavi and Seller will cause each POS Entity (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), to (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (ii) pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, (iii) pay or perform other obligations when due subject to good faith disputes over such obligations, and (iv) use all commercially reasonable efforts consistent with past practice and policies to preserve intact its properties, assets and business organizations, keep available the services of its officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing
