Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:
(i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions;
(ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary;
(iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock;
(iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business;
(v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens;
(vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of subst...
Covenants Relating to Conduct of Business. 5.1. Conduct of Business by the Surviving Company. During the period from the date of this Agreement and continuing until the Closing Date, the Surviving Company agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement or the Surviving Company Disclosure Schedule or as required by a Governmental Entity of competent jurisdiction or to the extent that Seller otherwise agrees in writing, which consent shall not be unreasonably withheld or delayed):
(a) The Surviving Company and its Subsidiaries shall carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations.
(b) The Surviving Company shall not, and except in the ordinary course of business shall not permit any of its Subsidiaries to, (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by a direct or indirect Subsidiary of the Surviving Company to its shareholders in accordance with their respective interests, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or (iii) purchase, redeem or otherwise acquire any shares of capital stock of the Surviving Company or any of its subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities.
(c) The Surviving Company shall not, and except in the ordinary course of business, shall not permit any of its Subsidiaries to, issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities (other than (w) the issuance of Surviving Company Common Stock, upon the exercise of Employee Stock Options outstanding on the date of this Agreement and in accordance with their present terms and (x) the issuance of Surviving Company Common Stock upon the exercise of warrants of the Surviving Company outstanding on the date of this Agreement and in accordance with their present terms).
(d) The Surviving Company shall not, and shall not permit any of its Subsidiaries to, knowingly...
Covenants Relating to Conduct of Business. PENDING THE MERGER
Covenants Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing Date, the Shareholder and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):
Covenants Relating to Conduct of Business. 24 Section 4.01. Conduct Of Business.........................................................24 Section 4.02. No Solicitation.............................................................28
Covenants Relating to Conduct of Business. Conduct of Businesses Prior to the Effective Time 54 5.2 Forbearances 54
Covenants Relating to Conduct of Business. Section 6.1 Conduct of Business by the Company Pending the Merger..................... 26 Section 6.2
Covenants Relating to Conduct of Business. Section 4.1 Conduct of Business Pending the Merger.
Covenants Relating to Conduct of Business. SECTION 4.1. Conduct of Business of the Company.
Covenants Relating to Conduct of Business. Section 5.01
