Continued Conduct of Business. During the Restricted Period, each of Southern and Southern Energy agrees that it will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code nor cause or permit to be caused a change in its Control (other than the Distribution).
Continued Conduct of Business. During the Restricted Period, each of REI, each REI Affiliated Entity, REGCO, each REGCO Affiliated Entity, UNREGCO and each UNREGCO Affiliated Entity agree that it (i) will not cause or permit to be caused a change in its Control (ii) nor cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code to the extent the existence of such trade or business was necessary to a conclusion reached by the Service in the Initial Private Letter Ruling, unless expressly required or permitted pursuant to the Master Separation Agreement or unless, for actions after the Distribution Date, REI (or its successor REGCO) or UNREGCO first obtains, and permits the other party (UNREGCO or REI (or its successor REGCO), as the case may be) to review, a supplemental ruling from the Service, that such action or non-action referred to in this Section 6.2(b), will not affect the qualification of the First Spinoff and the Spinoff under Section 355 of the Code.
Continued Conduct of Business. During the Restricted Period, Monterey agrees that it will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code.
Continued Conduct of Business. During the Restricted Period, each of UtiliCorp and Aquila agrees that it will not cease the active conduct of a trade or business within the meaning of Section 355(b) of the Code nor cause or permit to be caused a change in its Control (other than the Distribution).
Continued Conduct of Business. During the one-year period commencing with the Spin-Off (the "Restricted Period"), SFER agrees that it will not cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code.
Continued Conduct of Business. Gold represents that it has no plan or intention to cease the active conduct of its trade or business within the meaning of Section 355(b) of the Code and agrees to take no steps to do so without the consent of FMC for a
Continued Conduct of Business. The Company agrees that, so long as it continues to own the Assets, it will operate and conduct the Current Operations and Proposed Operations in good faith, in a reasonable and prudent manner, and use its reasonable efforts to achieve or exceed the income targets set forth on Schedules 2.2.2 and 2.
Continued Conduct of Business. During the two-year period commencing with the Distribution (the "Restricted Period"), Midway agrees that it will continue active conduct of an historic trade or business within the meaning of Section 355(b) of the Code conducted by Midway throughout the five year period prior to the Distribution.
Continued Conduct of Business. During the two-year period commencing with the Distribution, each member of the WMS Group conducting an active trade or business relied on in conjunction with the Distribution, will continue active conduct of an historic trade or business within the meaning of Section 355(b) of the Code conducted by such member throughout the five-year period prior to the Distribution.
Continued Conduct of Business. The Sellers shall, and the Shareholders shall cause the Sellers to:
(a) conduct the Business only in the usual and ordinary course;
(b) refrain from amending the charter or By-laws of either of the Sellers;
(c) except as conducted in the ordinary course of business, refrain from making any purchases, sales or transfers of any material properties; entering into any material contracts or commitments; mortgaging, pledging, hypothecating, subjecting to a Lien, assigning or otherwise encumbering any of the Assets or other properties of either of the Sellers;
(d) refrain from making any change in the compensation or benefits payable to any of the employees or agents of either of the Sellers or making any new bonus payment or arrangement or benefit to or with any of them;
(e) preserve the present relationships with Sellers' customers, merchants, suppliers and other persons having business dealings with the Sellers;
(f) maintain the Assets in customary repair, order and condition;
(g) maintain in force existing insurance policies; and
(h) refrain from selling any of the Assets out of the ordinary course, change the character of the Business, or take actions which would materially increase the operating expenses of the Business.
