Continuance of Business. Except as otherwise expressly permitted by the terms of this Agreement and the Interim Operating Agreement, from the date of this Agreement to the Closing Date, Seller shall conduct its Business in the usual, regular or ordinary course in substantially the same manner as previously conducted (including, without limitation, with respect to advertising, promotions, capital expenditures and inventory and working capital levels) and use all reasonable efforts to keep intact the Business, keep available the services of its current employees and preserve its relationships with customers, suppliers, licensers, licensees, distributors and others with whom the Seller has dealings to the end that the Business shall be unimpaired at the Closing. Prior to the Closing Date, Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article 9 not being satisfied. In addition (and without limiting the generality of the foregoing), except as otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Business without the prior written consent of Buyer: The Seller shall not and shall not, at any time prior to Closing or for the duration of the Interim Operating Agreement, propose to: (a) declare, set aside or pay any dividend, on, or make other distributions in respect of, any of its share capital; (b) split, combine or reclassify any of its share capital or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its shares; redeem, repurchase or otherwise acquire any shares; or otherwise change its capitalization; provided, however, that the Company may distribute to its shareholders the non-current assets identified as "Other Assets" on the Company's balance sheet as of December 31, 2002, as included in the Financial Statements.
Appears in 1 contract
Continuance of Business. Except as otherwise expressly permitted by the terms of this Agreement and the Interim Operating Agreement, from the date of this Agreement to the Closing Date, Seller shall conduct its Laredo Business in the usual, regular or ordinary course in substantially the same manner as previously conducted (including, without limitation, with respect to advertising, promotions, capital expenditures and inventory and working capital levels) and use all reasonable commercial efforts to keep intact the Laredo Business, keep available the services of its current employees and preserve its relationships with customers, suppliers, licensers, licensees, distributors and others with whom the Seller has dealings to the end that the Laredo Business shall be unimpaired at the Closing. Prior to the Closing Date, Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article 9 not being satisfied. In addition (and without limiting the generality of the foregoing), except as otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Laredo Business without the prior written consent of Buyer: The Seller shall not and shall not, at any time prior to Closing or for the duration of the Interim Operating Agreement, propose to:
(a) declareadopt or amend any Plan (or any plan that would be a Plan if adopted) or enter into, set aside adopt, extend (beyond the Closing Date), renew or pay amend any dividendcollective bargaining agreement or other Contract with any labor organization, onunion or association, or make other distributions except in respect of, any of its share capitaleach case as required by Law;
(b) splitgrant to any executive officer or employee any increase in compensation or benefits;
(c) incur or assume any liabilities, combine obligations or reclassify indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the Ordinary Course of its share capital or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its shares; redeem, repurchase or otherwise acquire any shares; or otherwise change its capitalizationBusiness; provided, however, that in no event shall Seller incur or assume any long-term indebtedness for borrowed money;
(d) permit or allow any Purchased Asset to become subjected to any Encumbrance of any nature whatsoever;
(e) cancel any material indebtedness owing to the Company may distribute to its shareholders the non-current assets identified as "Other Assets" on the Company's balance sheet as of December 31, 2002, as included Seller (individually or in the Financial Statementsaggregate) or waive any claims or rights of substantial value;
(f) sell, transfer or lease any of its assets;
(g) make any change in any method of accounting or accounting practice or policy;
(h) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets;
(i) make or incur any capital expenditure that, individually, is in excess of $25,000 or make or incur any such expenditures which, in the aggregate, are in excess of $100,000;
(j) sell, lease, license or otherwise dispose of any of its assets, except (A) inventory sold in the ordinary course of business and consistent with past practice and (B) any Excluded Asset;
(k) enter into any lease of real property, except any renewals of existing leases in the Ordinary Course of Business, with respect to which Buyer shall have the right to participate;
(l) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, real property; or
(m) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions.
Appears in 1 contract
Continuance of Business. Except as otherwise expressly permitted by the terms of this Agreement and the Interim Operating Agreement, from the date of this Agreement to the Closing Date, Seller shall conduct its Business in the usual, regular or ordinary course in substantially the same manner as previously conducted (including, without limitation, with respect to advertising, promotions, capital expenditures and inventory and working capital levels) and use all reasonable efforts to keep intact the Business, keep available the services of its current employees and preserve its relationships with customers, suppliers, licensers, licensees, distributors and others with whom the Seller has dealings to the end that the Business shall be unimpaired at the Closing. Prior to the Closing Date, Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article 9 not being satisfied. In addition (and without limiting the generality of the foregoing), except as otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Business without the prior written consent of Buyer: The Seller shall not and shall not, at any time prior to Closing or for the duration of the Interim Operating Agreement, propose to:
(a) declareadopt or amend any Plan (or any plan that would be a Plan if adopted) or enter into, set aside adopt, extend (beyond the Closing Date), renew or pay amend any dividendcollective bargaining agreement or other Contract with any labor organization, onunion or association, or make other distributions except in respect of, any of its share capitaleach case as required by Law;
(b) splitgrant to any executive officer or employee any increase in compensation or benefits,
(c) incur or assume any liabilities, combine obligations or reclassify indebtedness for borrowed money or guarantee any such liabilities, obligations or indebtedness, other than in the Ordinary Course of its share capital or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its shares; redeem, repurchase or otherwise acquire any shares; or otherwise change its capitalizationBusiness; provided, however, that in no event shall Seller incur or assume any long-term indebtedness for borrowed money;
(d) permit or allow any Purchased Asset to become subjected to any Encumbrance of any nature whatsoever;
(e) cancel any material indebtedness owing to the Company may distribute to its shareholders the non-current assets identified as "Other Assets" on the Company's balance sheet as of December 31, 2002, as included Seller (individually or in the Financial Statementsaggregate) or waive any claims or rights of substantial value;
(f) sell, transfer or lease any of its assets;
(g) make any change in any method of accounting or accounting practice or policy;
(h) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets;
(i) make or incur any capital expenditure that, individually, is in excess of $25,000 or make or incur any such expenditures which, in the aggregate, are in excess of $100,000;
(j) sell, lease, license or otherwise dispose of any of its assets, except (A) inventory sold in the ordinary course of business and consistent with past practice and (B) any Excluded Asset;
(k) enter into any lease of real property, except any renewals of existing leases in the Ordinary Course of Business, with respect to which Buyer shall have the right to participate;
(l) modify, amend, terminate or permit the lapse of any lease of, or reciprocal easement agreement, operating agreement or other material agreement relating to, real property or
(m) authorize any of, or commit or agree to take, whether in writing or otherwise, to do any of, the foregoing actions.
Appears in 1 contract
Continuance of Business. Except as otherwise expressly permitted by the terms of this Agreement and the Interim Operating Agreement, from From the date of this Agreement to hereof through the Closing Date, the Seller shall conduct its Business agrees that it will cause the Company, unless otherwise consented to in writing by the usualPurchaser, not to take any of the actions prohibited by Section 4.21 and to:
(1) carry on the Company's business in, and only in, the regular or and ordinary course in substantially the same manner as previously conducted (including, without limitation, with respect to advertising, promotions, capital expenditures heretofore carried on; and inventory and working capital levels) and use all exercise its reasonable efforts to keep preserve intact the Businessits present business and dealer organization, to keep available the services of its current employees and present employees, to preserve its relationships with customers, suppliers, licensers, licensees, distributors suppliers and others having business dealings with whom the Seller has dealings it to the end that the Business Company's business shall be unimpaired conducted on substantially the same basis at the Closing. Prior Closing Date as at the date hereof;
(2) maintain its assets in the same condition as exists on the date hereof, except for depreciation, obsolescence and ordinary wear and tear;
(3) keep in full force and effect insurance at least equal to that carried by the Company with respect to the Closing Date, Seller shall not take any action that would, or that could reasonably be expected to, result Company's business on the date hereof;
(4) perform in any all material respects all of its obligations under all agreements and contracts relating to the Company's business;
(5) maintain books of account and business records of the conditions set forth Company in Article 9 not being satisfied. In addition the usual, regular and ordinary manner;
(6) comply in all material respects with all statutes, rules and without limiting regulations applicable to it or to the generality conduct of the foregoing)Company's business; and
(7) promptly advise the Purchaser in writing of (i) any material adverse change in the Company's financial condition or assets or properties; (ii) any event, except as otherwise expressly permitted condition or required by circumstance occurring from the terms date hereof through the Closing Date that would constitute a material violation or breach of this Agreement, Seller shall not do or constitute the failure of any condition to the obligations of the following in connection with Seller; or (iii) any event, occurrence, transaction or other item which would have been required to have been disclosed on the Business without Seller's Disclosure Schedule or statement delivered hereunder, had such event, occurrence, transaction or item existed on the prior written consent of Buyer: The Seller shall not and shall not, at any time date hereof. Information provided under this Section 6.1(g) on or prior to the Closing or for Date and designated as such shall constitute an update to the duration of the Interim Operating Agreement, propose to:
(a) declare, set aside or pay any dividend, on, or make other distributions in respect of, any of its share capital;
(b) split, combine or reclassify any of its share capital or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its shares; redeem, repurchase or otherwise acquire any shares; or otherwise change its capitalization; provided, however, that the Company may distribute to its shareholders the non-current assets identified as "Other Assets" on the CompanySeller's balance sheet as of December 31, 2002, as included in the Financial StatementsDisclosure Schedule.
Appears in 1 contract
Continuance of Business. Except as otherwise expressly permitted by the terms of this Agreement and the Interim Operating Agreement, from the date of this Agreement to the Closing Date, Seller shall conduct its Business in the usual, regular or ordinary course in substantially the same manner as previously conducted (including, without limitation, with respect to advertising, promotions, capital expenditures and inventory and working capital levels) and use all reasonable efforts to keep intact the Business, keep available the services of its current employees and preserve its relationships with customers, suppliers, licensers, licensees, distributors and others with whom the Seller has dealings to the end that the Business shall be unimpaired at the Closing. Prior to the Closing Date, Seller shall not take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article 9 not being satisfied. In addition (and without limiting the generality of the foregoing), except as otherwise expressly permitted or required by the terms of this Agreement, Seller shall not do any of the following in connection with the Business without the prior written consent of Buyer: :
(a) The Seller Company shall not and shall not, at any time prior to Closing or for the duration of the Interim Operating Agreement, not propose to:
: (a) declare, set aside or pay any dividend, on, or make other distributions in respect of, any of its share capital;
(b) split, combine or reclassify any of its share capital or issue, authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for its shares; redeem, repurchase or otherwise acquire any shares; or otherwise change its capitalization; provided, however, that the Company may distribute to its shareholders the non-current assets identified as "Other Assets" on the Company's balance sheet as of December 31, 2002, as included in the Financial Statements.
Appears in 1 contract
