Interim Operations; Covenants Sample Clauses

Interim Operations; Covenants. Prior to the Effective Time, except as specifically permitted by the Merger Agreement, unless the other party has consented in writing thereto, EastGroup and the Company (i) shall use their reasonable best efforts, and shall cause each of their respective subsidiaries to use their reasonable best efforts, to preserve intact their business organizations and goodwill and keep available the services of their respective officers and employees; (ii) shall confer on a regular basis with one or more representatives of the other to report operational matters of materiality and, subject to the Merger Agreement, any proposals to engage in material transactions; (iii) shall promptly notify the other of any material emergency or other material change in the condition (financial or otherwise), business, properties, assets, liabilities, prospects or in the normal course of their businesses or in the operation of their properties, any material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or the breach in any material respect of any representation or warranty contained herein; and (iv) shall promptly deliver to the other true and correct copies of any report, statement or schedule filed with the Commission subsequent to the date of the Merger Agreement. Pursuant to the Merger Agreement, the Company has agreed that, unless agreed to by EastGroup, after the date of the Merger Agreement and prior to the Effective Time, the Company (i) shall conduct, and it shall cause the Company subsidiaries to conduct, its or their operations according to their usual, regular and ordinary course in substantially the same manner as conducted prior to the date of the Merger Agreement; (ii) shall not, and shall cause each Company subsidiary not to, acquire, enter into an option to acquire or exercise an option or contract to acquire additional real property, incur additional indebtedness, encumber assets or commence construction of, or enter into any agreement or commitment to develop or construct, any other type of real estate projects except for the transactions contemplated in the Disclosure Schedule; (iii) shall not amend the Charter or the Bylaws of the Company, and shall cause each Company subsidiary not to amend its charter, bylaws, joint venture documents, partnership agreements or equivalent documents except as contemplated by the Merger Agreement; (iv) shall not (a) issue any shares of its capital stock, effect...
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Interim Operations; Covenants. 23 SECTION 5.01 CONDUCT OF BUSINESS OF RTMAC...................................................23 SECTION 5.02 CONTROL OF BUSINESS PENDING CLOSING............................................26
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Interim Operations; Covenants. Except as disclosed prior to execution of the Merger Agreement, required by the terms of the Merger Agreement, or agreed to in writing by Cytyc, from the date of the Merger Agreement until the earlier of the termination of the Merger Agreement or the time when the Purchaser’s designees have been elected to and constitute a majority of Adeza’s board of directors, Adeza has agreed that it will: • conduct its businesses in all material respects in the ordinary course consistent with past practice; • use commercially reasonable efforts to preserve intact its present business organizations; • use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees; • maintain in effect all material licenses, approvals, and authorization; and • use commercially reasonable efforts to preserve relationships with material lenders, customers, suppliers, distributors and others having material business relationships with Adeza.
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Interim Operations; Covenants. Section 6.01. Interim Operations of Parent................................ 59 Section 6.02. Interim Operations of the Company........................... 63 Section 6.03. Control of Other Party's Business........................... 67 ARTICLE 7
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Interim Operations; Covenants. Pursuant to the Merger Agreement, the Company has agreed that, except as expressly contemplated or provided by the Merger Agreement or in the Company Disclosure Letter delivered by the Company to Parent and Purchaser in connection with the Merger Agreement or consented to in writing by Parent (which consent in the case of certain provisions shall not be unreasonably denied), prior to the Effective Time, (i) the Company shall conduct, and it shall cause the Company Subsidiaries to conduct, its or their businesses in the ordinary course and consistent with past practice, and the Company shall, and it shall cause the Company Subsidiaries to, use its or their reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its present officers and employees and to preserve the present commercial relationships of the Company and the Company Subsidiaries with persons with whom the Company or the Company Subsidiaries do significant business and (ii) without limiting the generality of the foregoing, neither the Company nor any of the Company Subsidiaries will:
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Interim Operations; Covenants. Pursuant to the Merger Agreement, the Company has agreed that, except (i) as expressly contemplated by the Merger Agreement or (ii) as agreed to in writing by Parent, after the date of execution of the Merger Agreement, and prior to the earlier of (x) the termination of the Merger Agreement in accordance with its terms and (y) the time the designees of Parent have been elected to and shall constitute a majority of the Company's Board of Directors the Company 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, and use all reasonable efforts consistent with past practices and policies to (x) preserve intact its present business organization, (y) keep available the services of the Company's key employees, and (z) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, without limiting the generality of the foregoing, during the period from the date of the Merger Agreement and continuing until the earlier of the termination of the Merger Agreement pursuant to its terms or the Effective Time, except as set forth on the Company's budget delivered to Parent prior to the execution of the Merger Agreement, the Company shall not do, and shall not permit its subsidiaries to do, any of the following:
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Interim Operations; Covenants. 63 Section 6.01 Conduct of Business of Triarc and its Subsidiaries.............................63 Section 6.02 Conduct of Business of RTMRG and its Subsidiaries..............................64 Section 6.03 Conduct of Business of Merger Sub Corp. and Merger Sub LLC.....................67 Section 6.04 Control of Business Pending Closing............................................67
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Interim Operations; Covenants 
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Related to Interim Operations; Covenants

  • Interim Operating Covenants Seller covenants to Purchaser that Seller will:

  • Interim Covenants During the period from the date of this Agreement and continuing until the Closing, the Seller and the Stockholders each agree (except as expressly contemplated by this Agreement or to the extent that Buyer shall otherwise consents in writing) that:

  • Operating Covenants The Issuer covenants with the Indenture Trustee as follows, provided that any of the following covenants with respect to the Portfolio Railcars shall not be deemed to have been breached by virtue of any act or omission of a Lessee or sub-lessee, or of any Person which has possession of a Portfolio Railcar for the purpose of repairs, maintenance, modification or storage, or by virtue of any requisition, seizure, or confiscation of a Portfolio Railcar (other than seizure or confiscation arising from a breach by the Issuer of such covenant) (each, a “Third Party Event”), so long as (i) none of the Issuer, the Servicer or the Administrator has consented to such Third Party Event; and (ii) the Issuer (or the Servicer on its behalf) as the Lessor of such Portfolio Railcar promptly and diligently takes such commercially reasonable actions as a leading railcar operating lessor would reasonably take in respect of such Third Party Event, including, as deemed appropriate (taking into account, among other things, the laws of the jurisdiction in which such Portfolio Railcar is located or operated), seeking to compel such Lessee or other relevant Person to remedy such Third Party Event or seeking to repossess the relevant Portfolio Railcar:

  • Interim Operations (a) The Company covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, delayed or conditioned)), and except as otherwise expressly permitted by this Agreement or as required by a Governmental Entity or applicable Laws, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course and, to the extent consistent with the foregoing, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations substantially intact, maintain satisfactory relationships with Governmental Entities, NERC, PJM, customers and suppliers having significant business dealings with them and keep available the services of their key employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly permitted by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C) as is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter, the Company will not and will not permit its Subsidiaries to:

  • Vendor’s Covenants The Vendor will have performed and complied with all agreements, covenants and conditions as required by this Agreement.

  • Conditions as Covenants If the Lenders make any Loans, or the Issuing Lender issues a Letter of Credit, prior to the satisfaction of all applicable conditions precedent set forth in Sections 5.1 and 5.2, the Borrower shall nevertheless cause such condition or conditions to be satisfied within five (5) Business Days after the date of the making of such Loans or the issuance of such Letter of Credit. Unless set forth in writing to the contrary, the making of its initial Loan by a Lender shall constitute a certification by such Lender to the Agent and the other Lenders that the Borrower has satisfied the conditions precedent for initial Loans set forth in Sections 5.1 and 5.2 or such Lender has waived such conditions.

  • Lessor's Covenants The Lessor covenants and agrees that, unless the Agent and the Lenders shall have otherwise consented in writing:

  • Separateness Covenants Each Originator hereby acknowledges that this Agreement and the other Transaction Documents are being entered into in reliance upon the Buyer’s identity as a legal entity separate from such Originator and its Affiliates. Therefore, from and after the date hereof, each Originator shall take all reasonable steps necessary to make it apparent to third Persons that the Buyer is an entity with assets and liabilities distinct from those of such Originator and any other Person, and is not a division of such Originator, its Affiliates or any other Person. Without limiting the generality of the foregoing and in addition to and consistent with the other covenants set forth herein, such Originator shall take such actions as shall be required in order that:

  • Ship Covenants The undertakings in this Clause 21 remain in force throughout the Security Period.

  • Agreements and Covenants The Company shall have performed or complied in all material respects with all agreements and covenants required by this Agreement to be performed or complied with by it on or prior to the Effective Time.

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