General Conduct of Business. During the period from the date of --------------------------- this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Company and Parent (except to the extent expressly contemplated by this Agreement or as consented to in writing by the other party or as approved by a majority of the Merger Integration Committee established pursuant to Section 5.7(d) and except further, in the case of Parent, as required by the fiduciary duties of the Board of Directors of Parent) shall, and shall cause each of its subsidiaries to, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted or as otherwise contemplated by the Company Budget as defined in Section 4.2(i) below (in the case of Company) or Parent's FY2000 Plan (in the case of Parent). Company further agrees to, and to cause its subsidiaries to, pay debts and Taxes when due (subject to (i) good faith disputes over such debts or Taxes and (ii) Parent's consent to the filing of material Tax Returns if applicable), pay or perform other obligations when due, and use reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it so that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Company and Parent shall promptly notify each other of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on the other.
General Conduct of Business. During the period from the --------------------------- date hereof and continuing until the earlier of the termination of this Agreement or the Closing, except to the extent expressly contemplated by this Agreement or as consented to in writing by the Acquiror, the Company shall, and the Parent shall cause the Company to, conduct its businesses in the ordinary course in substantially the same manner as heretofore conducted, pay debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other obligations when due, and use all reasonable efforts consistent with past practice and policies to preserve intact their present business organizations, keep available the services of their present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, to the end that their goodwill and ongoing businesses shall be unimpaired at the Closing Date. The Company shall promptly notify the Acquiror prior to taking any action in contravention of Section 9.2 hereof or of any event which could reasonably be expected to make inaccurate the Company's representations in Section 7.5 hereof.
General Conduct of Business. During the period from the date of this Agreement to the earlier of the Second Merger Effective Time and the date of any termination of this Agreement pursuant to Section 8.1, except as specifically required by this Agreement, Dakota shall not, and shall not permit any of its Subsidiaries to, without JR’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed) and JR shall not, and shall not permit any of its Subsidiaries (other than Dakota and its Subsidiaries) to, without Dakota’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed):
(i) amend or otherwise change its articles of incorporation or bylaws or any similar governing instruments;
(ii) issue, deliver, sell, pledge, dispose of or encumber any shares of capital stock, options, restricted stock, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, or grant to any Person any other right to acquire any shares of its capital stock;
(iii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for any dividend or distribution by a wholly-owned Subsidiary of Dakota to Dakota or to its other wholly-owned Subsidiaries);
(iv) adjust, split, combine, redeem, repurchase or otherwise acquire any shares of capital stock, options, restricted stock, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, or reclassify, combine, split, subdivide or otherwise amend the terms of its capital stock, options, restricted stock, warrants, convertible securities or other rights exercisable therefor or convertible thereinto, other than a reverse stock split of JR Stock to be effected prior to the Closing;
(A) acquire (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets other than purchases of inventory and other assets in the ordinary course of business; or (B) sell or otherwise dispose of (whether by merger, consolidation or acquisition of stock or assets or otherwise) any corporation, partnership or other business organization or division thereof or any assets, other than sales or dispositions of inventory and other assets in the ordinary course of business;
(vi) other than in the ordinary course of business consistent with past...
General Conduct of Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, each of the CAMAC Parties agree, unless consented to in writing by the PAPI Parties, it will (x) operate its business with respect to the Contract Rights and the Oyo Related Agreements in the usual and ordinary course consistent with past practices and (y) with respect to the Contract Rights and the Oyo Related Agreements, preserve substantially intact its business organization, maintain its rights and franchises and maintain its relationships and goodwill with its suppliers, customers, distributors, licensors, licensees and other Persons doing business with it. Without limiting the generality of the foregoing, except as otherwise consented to in writing by the PAPI Parties, from the date of this Agreement until the earlier of the Closing or the termination of this Agreement, the CAMAC Parties will not, and will prevent their respective Subsidiaries from doing any of the following:
(a) sell, transfer, lease, exchange or otherwise dispose of, whether by merging, consolidating or in any other manner, or grant any Lien with respect to the Contract Rights or the Oyo Field;
(b) incur, create, assume, guarantee or otherwise become liable for any obligation for borrowed money, purchase money indebtedness or any obligation of any other Person, that is secured by the Contract Rights or the Oyo Field;
(c) take or cause to be taken any action (including inaction) that could reasonably be expected to delay or adversely affect the consummation of the transactions contemplated hereby or that could reasonably be expected to result in any of the representations and warranties contained in Article IV becoming untrue or inaccurate in any material respect; or
(d) agree in writing or otherwise to do any of the foregoing.
General Conduct of Business. AAI will conduct its business in accordance with all applicable laws arid the provisions of the Consulting Agreement.
General Conduct of Business. Prior to the Closing Date, Seller --------------------------- warrants and represents that it will conduct its business in the ordinary course as theretofore conducted in accordance with prudent business practices, consistent with practices previously utilized by Seller. Seller will not make any material changes in the operations of the Department or any changes in the compensation of employees of the Department, without the prior written consent of Purchaser.
General Conduct of Business. The Corporation hereby covenants and agrees that from and after the date of this Agreement and until the Closing, the Corporation shall:
(a) Make no purchase, sale, or lease in respect of, nor introduce any method of management or operation in respect of, its business or its assets and properties, except in a manner consistent with prior practice, this Agreement and the Distributorship Agreement.
(b) Preserve its present business organization intact and not merge into, or consolidate with, any other entity.
(c) Maintain its books and records in accordance with good business practices, on a basis consistent with prior practice.
(d) Comply in all material respects with all laws, rules, regulations, writs, statutes, ordinance, judgments, injunctions, decrees, determinations, awards, and other orders of every court, government and governmental agency and instrumentality, domestic or foreign, applicable to it and to the conduct of its business and perform in all material respects all its obligations without default.
(e) Not mortgage, pledge, or subject to Lien any of its assets and properties.
(f) Maintain and pay all premiums with respect to all policies of insurance relating to its business, and its assets and properties, as are presently held in its name and timely renew all such policies.
(g) Not take any action or fail to take any action which would result in any material breach of any of its representations, warranties or covenants contained herein.
General Conduct of Business. Subject to Clause 6.3 (Excused conduct), the Seller shall use all reasonable efforts to procure that between Signing and Completion each Group Company shall:
(a) carry on its business activities as a going concern in the Ordinary Course of Business;
(b) preserve its present business organisations, lines of business and its relationships with customers, suppliers and other third parties, in each case, in the Ordinary Course of Business;
(c) in all material respects, keep current, and comply with the terms and conditions of, all licences, permits, authorisations, certificates, approvals and registrations required under Law and/or necessary for the conduct of each Group Company’s business activities; and
(d) in all material respects, comply with Law, including Environmental Laws and all export, import, food and feed safety, animal by-products, pharmaceutical or similar Laws.
General Conduct of Business. (a) Seller will conduct the business of the Target Corporations diligently and substantially in the same manner as heretofore conducted, subject to the terms of the Management Agreement. Seller shall not accept any payment or distribution from any Target Corporation or cause any Target Corporation to make any payment or distribution to Seller or on Seller’s behalf other than a payment by AFN to Seller of $105,000 made on June 29, 2007.
(b) Seller will not take and will not cause any Target Corporation to take any action in the conduct of the business of the Target Corporations that is outside the ordinary course of business or inconsistent with past practices.
(c) Seller will not do or omit to do and will not cause any Target Corporation to do or omit to do any act, or permit any act or omission to act, which may cause a material breach of any contract, commitment or obligation of Seller or any Target Corporation relating to the business of any Target Corporation, or any breach of any representation, warranty, covenant or agreement made by Seller or any Target Corporation herein if the effect of such breach would be to affect adversely the condition of the business of any Target Corporation.
(d) Seller will cause each Target Corporation to comply in all material respects with all laws applicable to the business and all laws the compliance with which is required for the valid consummation of the transactions contemplated by this Agreement.
(e) Seller will not and will not permit any Target Corporation to undertake any action that would result in an increase in the principal amount of the Target Corporations’ direct or indirect, primary or secondary, liability to Cornell.
(f) Seller will maintain in effect until the Second Closing the cash collateral or certificate of deposit that secures a letter of credit issued to secure the obligations of CC to Verizon Wireless.
(g) On or before July 31, 2007, Seller shall pay or cause to be paid all past due and current amounts owed for products and services rendered by AFN and CCA to Seller or any of its subsidiaries other than those subsidiaries under management by Buyer.
General Conduct of Business. 5.1.1 Subject to Clause 5.3, except as otherwise permitted or provided in this Agreement or as otherwise requested, agreed or consented to by Purchaser in writing (such consent not to be unreasonably withheld or delayed), between Signing and Closing, Seller shall:
(a) cause each Group Company to (i) carry on its business activities as a going concern in the ordinary course, consistent with past practice, and (ii) maintain its books, accounts and records in the ordinary course, consistent with past practice; and
(b) use its commercially reasonable efforts to procure that each Group Company shall preserve its present business organizations, goodwill, lines of business and its relationships with customers, suppliers, employees and other third parties, in each case in the ordinary course, consistent with past practice.
5.1.2 Seller shall notify Purchaser as soon as it becomes aware of any action, event, matter or circumstance that causes any of Seller's Warranties to become untrue or that results in a breach of any of the covenants set out in Clause 5.2.
5.1.3 Until the Closing Date, Seller shall, as soon as reasonably practicable, cause to be prepared and delivered to Purchaser management accounts for each calendar month consistent with those customarily prepared by the Group Companies in the ordinary course of business. This information shall be provided in the same format as was the customary practice of the Group Companies prior to the date of this Agreement.
5.1.4 Seller shall, and shall cause members of Seller's Group to, cooperate with Purchaser and members of Purchaser's Group (at Purchaser’s cost and expense) to obtain pre-approval from the Puerto Rico Tax Authorities for a continuation of the Puerto Rico Tax Exemption Grant and the PRIDCO Incentives following the change in control of Akzo Nobel Paints (Puerto Rico) Inc.
