Common use of Conduct to Date Clause in Contracts

Conduct to Date. From and after May 31, 2000 through the date of this Agreement, except for entering into this Agreement and performing its obligations hereunder, and except as disclosed in Section 2.21 of the Disclosure Schedule, Inotek has not done the following: (i) failed to conduct its business in the ordinary and usual course consistent with past practices; (ii) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debt; (iii) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) declared, set aside or paid any cash or stock dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (v) incurred any material obligation or liability (absolute or contingent), except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof and normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties other than in the ordinary course of business consistent with past practice and as properly reflected in Inotek's books and records; (vi) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business, except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof; (vii) sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; (viii) except as required by contract, (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit or promotion increases in accordance with existing policy, (B) except as contemplated by Section 4.01(f)(i)(C) hereof, entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance or other similar contract, (C) entered into, terminated or substantially modified any of the Employee Plans or (D) except as contemplated by Section 4.01(f)(i)(C) hereof, agreed to do any of the foregoing; (ix) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (x) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xi) entered into any material transaction, contract or commitment outside the ordinary course of its business; or (xii) made or guaranteed any loan to any of the Employee Plans.

Appears in 1 contract

Samples: Merger Agreement (Inotek Technologies Corp)

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Conduct to Date. From and after May 31, 2000 through the date of this Agreement, except for entering into this Agreement and performing its obligations hereunder, and except Except as disclosed in Section 2.21 2.22 of the Disclosure Schedule, Inotek has from and after June 30, 2004, Hillside, Bank and the Bank Subsidiaries have not done any of the following: (ia) failed to conduct its business in the ordinary and usual course consistent with past practices; (iib) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debtprinciples; (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (ivd) declared, set aside or paid any cash or stock dividend or other distribution in respect of its capital stock, other than the dividend of stock or other ownership interests of MICR and Canron and/or the Canron Subsidiaries, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (ve) incurred any material obligation or liability (absolute or contingent), except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof and normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to a lien any of its assets or properties other than in the ordinary course of business consistent with past practice and as properly reflected in Inotek's books and recordspractice; (vif) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business, except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof; (viig) sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; (viiih) except as required by contract, (A) increased the rate of compensation of, or paid any bonus to, any of its directorsdirector, officersofficer, or other employeesemployee, except merit or promotion increases in accordance with existing policy, (B) except as contemplated by Section 4.01(f)(i)(C) hereof, entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance or other similar contract, (C) entered into, terminated or substantially modified any of the Employee Plans Plan or (D) except as contemplated by Section 4.01(f)(i)(C) hereof, agreed to do any of the foregoing; (ixi) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (xj) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xik) entered into any material transaction, contract or commitment outside the ordinary course of its business; or (xiil) made or guaranteed any loan to any of the Employee Plans.

Appears in 1 contract

Samples: Stock Purchase Agreement (Cib Marine Bancshares Inc)

Conduct to Date. From and after May December 31, 2000 through the date of this Agreement, except for entering into this Agreement and performing its obligations hereunder, and except as disclosed in Section 2.21 2.22 of the Disclosure Schedule, Inotek neither Bancorp nor any Bancorp Subsidiary has not done the following: (ia) failed to conduct its business in the ordinary and usual course consistent with past practices; (iib) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debtdebt on the balance sheets of Bancorp or Bank; (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (ivd) declared, set aside or paid any cash or stock dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (ve) incurred any material obligation or liability (absolute or contingent), except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof and normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties other than in the ordinary course of business consistent with past practice and as properly reflected in Inotek's books and records;practice; 13 (vif) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business, except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof; (viig) sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; (viiih) except as required by contract, (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit or promotion increases in accordance with existing policy, (B) except as contemplated by Section 4.01(f)(i)(C) hereof, entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance or other similar contract, except as described in Section 5.04(c) and Section 5.04(d) of the Disclosure Schedule, (C) entered into, terminated or substantially modified any of the Employee Plans or (D) except as contemplated by Section 4.01(f)(i)(C) hereof, agreed to do any of the foregoing; (ixi) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (xj) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xik) entered into any material transaction, contract or commitment outside the ordinary course of its business; or (xiil) made or guaranteed any loan to any of the Employee Plans.

Appears in 1 contract

Samples: Merger Agreement (Byl Bancorp)

Conduct to Date. From and after May December 31, 2000 through the date of this Agreement2006, except for entering into this Agreement and performing its obligations hereunder, and except as disclosed in Section 2.21 2.18 of the Disclosure Schedule, Inotek neither Coast nor the Bank or any Coast Subsidiary has not done the following: (ia) failed to conduct its business in the ordinary and usual course consistent with past practices; (iib) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles GAAP applied on a consistent basis as long-term debtdebt on the balance sheets of Coast or the Bank, other than securities issued and sold pursuant to Coast’s stock option and equity incentive plans; (iiic) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (ivd) declared, set aside or paid any cash or stock dividend or other distribution in respect of its Coast’s capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (ve) incurred any material obligation or liability (absolute or contingent), except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof and normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties (except for Permitted Liens), other than in the ordinary course of business consistent with past practice and as properly reflected (it being understood in Inotek's books and recordseach case, with reference to the Bank, that in the ordinary course of business includes, among other things, Ordinary Banking Arrangements); (vif) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business, except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof; (viig) sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its material properties or assets other than for a fair consideration in the ordinary course of business; (viiih) except as required by contract, contract (Ai) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except merit or promotion increases in accordance with existing policypolicies, (Bii) except as contemplated by Section 4.01(f)(i)(C) hereof, entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance or other similar contract, (Ciii) entered into, terminated or substantially modified any of the Employee Plans or (Div) except as contemplated by Section 4.01(f)(i)(C) hereof, agreed to do any of the foregoing; (ixi) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (xj) canceled or compromised any debt, except for debts charged off or compromised debt of Coast in accordance with past practiceexcess of $25,000; (xik) entered into any material transaction, contract or commitment outside of the ordinary course of its business, except for such contracts or commitments that relate to or related to the Cease and Desist Order or the Stipulation or the workout of loans involving the building activities of CCI or its affiliated entities; or (xiil) made or guaranteed any loan to any of the Employee Plans.

Appears in 1 contract

Samples: Merger Agreement (Coast Financial Holdings Inc)

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Conduct to Date. From and after May December 31, 2000 1999 through the date of this Agreement, except for entering into this Agreement and performing its obligations hereunder, and except as disclosed in Section 2.21 2.22 of the Disclosure Schedule, Inotek neither Bancorp nor any Bancorp Subsidiary has not done the following: (i) failed to conduct its business in the ordinary and usual course consistent with past practices; (ii) issued, sold, granted, conferred or awarded any common or other stock, or any corporate debt securities properly classified under generally accepted accounting principles applied on a consistent basis as long-term debtdebt on the balance sheets of Bancorp or Bank of San Francisco; (iii) effected any stock split or adjusted, combined, reclassified or otherwise changed its capitalization; (iv) except for semi-annual dividends on shares of Bancorp Preferred which Bancorp is required to declare and pay pursuant to its Certificate of Incorporation, declared, set aside or paid any cash or stock dividend or other distribution in respect of its capital stock, or purchased, redeemed, retired, repurchased, or exchanged, or otherwise directly or indirectly acquired or disposed of any of its capital stock; (v) incurred any material obligation or liability (absolute or contingent), except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof and normal trade or business obligations or liabilities incurred in the ordinary course of business, or subjected to lien any of its assets or properties other than in the ordinary course of business consistent with past practice and as properly reflected in Inotek's books and recordspractice; (vi) discharged or satisfied any material lien or paid any material obligation or liability (absolute or contingent), other than in accordance with its terms in the ordinary course of business, except as contemplated by Section 4.01(f)(i)(A), (B) and (C) hereof; (vii) sold, assigned, transferred, leased, exchanged, or otherwise disposed of any of its properties or assets other than for a fair consideration in the ordinary course of business; (viii) except as required by contract, (A) increased the rate of compensation of, or paid any bonus to, any of its directors, officers, or other employees, except for merit or promotion increases consistent with past practice and in accordance with existing policy, policy or established incentive programs; (B) except as contemplated by Section 4.01(f)(i)(C) hereof, entered into any new, or amended or supplemented any existing, employment, management, consulting, deferred compensation, severance retention, severance, indemnification or other similar contract, (Ccontract,(C) entered into, terminated or substantially modified any of the Employee Plans or (D) except as contemplated by Section 4.01(f)(i)(C) hereof, agreed to do any of the foregoing; (ix) suffered any material damage, destruction or loss, whether as the result of fire, explosion, earthquake, accident, casualty, labor trouble, taking of property by any governmental authority, flood, windstorm, embargo, riot, act of God, act of war or other casualty or event, whether or not covered by insurance; (x) canceled or compromised any debt, except for debts charged off or compromised in accordance with past practice; (xi) entered into any material transaction, contract or commitment outside the ordinary course of its business; or (xii) made or guaranteed any loan to any of the Employee Plans.

Appears in 1 contract

Samples: Merger Agreement (Evans Robb)

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