COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 6.1
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 6.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.1 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, and unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld), (1) the business of the Company and any of its Subsidiaries shall be conducted only in, and the Company and any such Subsidiaries shall not take any action except in, the Ordinary Course of Business, (2) the Company shall use all reasonable efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Company and any of its Subsidiaries and to preserve the current relationships of the Company and such Subsidiaries with customers, suppliers and other persons with which the Company and any of its Subsidiaries has significant business relations, (3) comply with all applicable Laws, (4) prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (5) use reasonable efforts to obtain, prior to the Closing Date, all Required Company Consents, (6) take all actions to be in substantial compliance with all Company Permits, (7) make full and timely payment of all amounts required to be contributed under the terms of each Plan and applicable Law or required to be paid as expenses under any such Plan, and (8) the Company will not, and will not permit any Subsidiary to:
(a) amend or otherwise change its Articles of Incorporation or Bylaws;
(b) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of capital stock of the Company or any Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company (except for shares of the Company Common Stock, if any, issuable under agreements currently in effect on the date hereof and described in Section 4.4(a) of the Company Disclosure Schedule), shares of capital stock pursuant to Plans currently in effect as of the date hereof and described in Section 4.21(a) of the Company Disclos...
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 6.1 Conduct of Business by CCIT III.
(a) CCIT III covenants and agrees that, between the date of this Agreement and the earlier to occur of the Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated by this Agreement, or (4) as set forth in Section 6.1(a) of the CCIT III Disclosure Letter, CCIT III shall, and shall cause each CCIT III Subsidiary to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties, (B) maintain the status of CCIT III as a REIT and (C) maintain its material assets and properties in their current condition (normal wear and tear and damage excepted).
(b) Without limiting the foregoing, CCIT III further covenants and agrees that, during the Interim Period, except (1) to the extent required by applicable Law, (2) as may be consented to in advance in writing by CMFT (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated by this Agreement, or (4) as set forth in Section 6.1(b) of the CCIT III Disclosure Letter, CCIT III shall not, and shall not cause or permit any CCIT III Subsidiary to, do any of the following:
(i) amend or propose to amend the CCIT III Governing Documents or such equivalent organizational or governing documents of any CCIT III Subsidiary, or waive the stock ownership limit or create an Excepted Holder Limit (as defined in the CCIT III Charter) under the CCIT III Charter;
(ii) adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of CCIT III or any CCIT III Subsidiary;
(iii) declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of CCIT III or any CCIT III Subsidiary or other equity securities or ownership interests in CCIT III or any CCIT III Subsidiary or otherwise make any payment to its or their stockholders or other equity holders...
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 4.1 Conduct of Business by the Company Pending the Merger. Except as (i) set forth on Schedule 4.1 of the Company Disclosure Letter, (ii) as expressly contemplated or permitted by this Agreement, (iii) required by any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned): (1) the Company covenants and agrees that, prior to the Effective Time, it shall, and shall cause each of its Subsidiaries to, conduct its businesses in the ordinary course and shall use reasonable best efforts to preserve intact its present business organization and material Company Permits, retain the current officers of the Company, and the other personnel identified on Schedule 4.1 of the Parent Disclosure Letter, and preserve its relationships with its key customers and suppliers and (2) without limiting the generality of the foregoing, prior to the Effective Time:
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 6.1 Conduct of Business by the Company Pending the Closing 66 Section 6.2 Conduct of Business by Parent Pending the Closing 71 Section 6.3 Other Actions 76
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. SECTION 5.01. Conduct of the Business Pending the Merger.
(a) During the period from the date of this Agreement and continuing until the Effective Time, Legacy agrees as to itself and the Legacy Subsidiaries, that Legacy shall not, and shall cause the Legacy Subsidiaries not to, engage in any business whatsoever other than in connection with the consummation of the transactions contemplated by this Agreement, and shall use commercially reasonable efforts to preserve intact its business and assets, maintain its assets in good operating condition and repair (ordinary wear and tear excepted), retain the services of its officers, employees and independent contractors and use reasonable commercial efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained with respect to its business, unless, in any case, WPC consents otherwise in writing.
(b) During the period from the date of this Agreement and continuing until the Effective Time, WPC agrees that, other than in connection with the consummation of the transactions contemplated hereby, it shall carry on its business only in the ordinary course of business consistent with past practice, use commercially reasonable efforts to preserve intact its business and assets and use reasonable commercial efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained with respect to its business, unless, in any case, Legacy consents otherwise in writing; provided that WPC may take any and all of the actions listed in Schedule 5.01(b) of the WPC Disclosure Schedules at any time prior to or after the date of this Agreement without the consent of Legacy.
(c) During the period from the date of this Agreement and continuing until the Effective Time, each of WPC and Legacy agrees as to itself and, with respect to Legacy, the Legacy Subsidiaries, respectively, that except as expressly contemplated or permitted by this Agreement, as disclosed in Section 5.01(c) of the WPC Disclosure Schedule or the Legacy Disclosure Schedule, as applicable, or to the extent that the other party shall otherwise consent in writing:
(i) It shall not amend or propose to amend its certificate of incorporation or by-laws or equivalent organizational documents except as contemplated in this Agreement.
(ii) It shall not, nor in the case of Legacy shall it permit the Legacy Subsidiaries to, issue...
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 4.1 Conduct of Business by the Company Pending the Merger. From the Prior Execution Date until the Effective Time, the Company agrees as to itself and its Subsidiaries that (except as described on Schedule 4.1 to the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or to the extent that Parent and Newco shall otherwise consent in writing):
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 35 Section 6.1. Conduct of Business by the Company Pending the Closing 36 Section 6.2. Solicitation by the Company 41 ARTICLE VII ADDITIONAL AGREEMENTS 45
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. Section 3.1 Conduct of Business by Chateau and Chateau OP and ROC.
(a) During the period from the date of this Agreement to the Effective Time, Chateau shall, and shall cause each of the Chateau Subsidiaries (including Chateau OP) to use all commercially reasonable efforts to, carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and consistent with past practice and use commercially reasonable efforts to preserve intact (i) its current business organization, goodwill, assets, ongoing businesses, and (ii) Chateau’s status as a REIT within the meaning of the Code. During the period from the date of this Agreement to the Effective Time, Chateau shall, and shall cause each of the Chateau Subsidiaries (including Chateau OP) which has been classified for federal income tax purposes as a partnership to preserve its status as a partnership for federal income tax purposes and not enter into or amend a Limited Partner Tax Agreement. Chateau will promptly deliver to Purchaser true and correct copies of any report, statement, schedule or other document filed with the SEC by Chateau subsequent to the date of this Agreement; and Chateau will promptly notify Purchaser of any litigation pending or threatened having, to the knowledge of Chateau, potential liability to Chateau or any of the Chateau Subsidiaries in excess of $200,000 or any complaint, investigation or hearing, of which Chateau has Knowledge, by a Governmental Entity involving Chateau or any of the Chateau Subsidiaries.
(b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, except as set forth in Section 3.1(b) of the Chateau Disclosure Letter, as otherwise contemplated by this Agreement or to the extent consented to in writing in advance by Purchaser, Chateau and Chateau OP and each other Chateau Subsidiary shall not engage in, authorize or agree to any of the following:
(i) take any action that would prevent or delay the consummation of the transactions contemplated by this Agreement or the other Transaction Documents;
(ii) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of Chateau’s capital stock or the partnership interests, stock or other equity interests in any Xxxxxxx Xxxxxxxxxx that is not directly or indirectly wholly owned by Chateau, except (1) the authoriza...
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING THE MERGER. 4.1 Conduct of Business by MIT and the Company Pending the Merger. Prior to the Effective Time, (i) MIT agrees as to itself and its Subsidiaries that (except as required by the terms of the organizational documents of any Subsidiary limited partnership listed on Schedule 3.1(a) to the MIT Disclosure Schedule, as described on Schedule 4.1 to the MIT Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld) and (ii) the Company agrees as to itself and its Subsidiaries that (except as described on Schedule 4.1 to the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or to the extent that MIT shall otherwise consent in writing, which consent shall not be unreasonably withheld) (for purposes of this Section 4.1 and as used elsewhere in this Agreement, MIT and the Company each being a "Party"):
