Interim Operations of Company. During the period from the date of this Agreement to the Effective Time, except as specifically contemplated by this Agreement, set forth in the Company Disclosure Letter or as otherwise approved expressly in writing by National City (which approval will not be unreasonably withheld or delayed):
Interim Operations of Company. During the period from the date of this Agreement to the Effective Time, except as specifically contemplated by this Agreement, set forth in the Company Disclosure Letter or as otherwise approved expressly in writing by National City (which approval will not be unreasonably withheld, conditioned or delayed):
Interim Operations of Company. COMPANY agrees (except as expressly contemplated by this Agreement, including any Exhibits and Schedules hereto, or to the extent that BUYER shall otherwise consent in writing) that as to COMPANY:
Interim Operations of Company. The Company was formed in December 2003, for the purpose of engaging in the transactions whereby the Company would (i) obtain a non-exclusive license to access and use certain seismic data related to the North Sea region and related software ("Seismic Data") pursuant to the terms of: (A) the Agreement dated December 16, 2003 (the "PGS Main Agreement"), between the Company and PGS; (B) the Licence Agreement dated December 16, 2003 (the "PGS Licence Agreement"), between the Company and PGS; (C) the Terms and Conditions for Provision of Consulting Services dated December 16, 2003 (the "PGS Consulting Services Agreement"), between the Company and PGS; and (D) the Software Licence Agreement dated December 16, 2003 (the ("PGS Software Licence Agreement"), between the Company and PGS, and all schedules, exhibits, appendices and annexes thereto (collectively, the "PGS Agreements") (copies of which are attached hereto as Exhibit 3.1(q)(i), (ii), (iii) and (iv) respectively), (ii) secure employment arrangements with each of William L. Transier and John N. Seitz to serve as executive officers of xxx Xxxxxxx, xx xxxl as xxxxxxx xxxxx Persons to fill other officer, employee and consultant positions with the Company on an "at-will" basis (collectively, the "Employment Activities") and (iii) the sublease (the "Sublease") of its executive offices located at 1001 Fannin Street, 17th Floor, Houston, Texas. Other than its formation xxxxxxxxxx, its negotiations with PGS to obtain the PGS Agreements, its Employment Activities, the Sublease, and its activities involved with respect to this Agreement and the transactions contemplated hereunder, including the Equity Offering (as defined in Section 5.1(j)), the Company has not engaged in other business activities and has conducted its operations only as contemplated by this Agreement.
Interim Operations of Company. Seller covenants and agrees that, except: (i) as contemplated by this Agreement, (ii) as disclosed in the Disclosure Schedule, or (iii) with the prior written consent of Purchaser, after the date hereof and prior to the Closing Date:
(a) the business of the Company shall be conducted only in the ordinary and usual course;
(b) the Company will not amend its articles of incorporation or by-laws;
(c) the Company will not: (i) split, combine or re-classify the Shares; (ii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to the Shares; (iii) issue or sell any additional shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, the Shares; or (iv) redeem, purchase or otherwise acquire directly or indirectly any of its capital stock;
(d) the Company will not: (i) adopt any new employee benefit plan (including any stock option, stock benefit or stock purchase plan) or amend in any material respect any existing employee benefit plan sponsored by it, except as may be required by applicable law, or (ii) increase any compensation, award or pay any bonuses or enter into or amend any employment, severance, termination or similar agreement with any of its present or future officers, directors or employees, except for normal compensation increases in the ordinary and usual course of business and the payment of cash bonuses to employees pursuant to and consistent with existing plans or practices;
(e) except as may be required or contemplated by this Agreement or in the ordinary and usual course of business, the Company will not acquire, sell, lease or dispose of any assets which in the aggregate are material to the Company;
(f) the Company will not: (i) incur or assume any long-term or short-term debt or issue any debt securities; (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the material obligations of any other person except in the ordinary and usual course of business consistent with past practice in an amount not material to the Company; (iii) make any material loans, advances or capital contributions to, or investments in, any other person other than in the ordinary and usual course of business consistent with past practice; (iv) pledge or otherwise encumber the Shares; or (v) mortgage or pledge any of its material assets, tangible or intangible, or cre...
Interim Operations of Company. 19 (a) Conduct of Business......................................................... 19 (b) Articles and By-laws........................................................ 19 (c)
Interim Operations of Company. Company covenants and agrees that prior to the Effective Time, except (i) as expressly contemplated by this Agreement, (ii) as set forth in Schedule 6.1 of the Company Disclosure Letter or (iii) as agreed in writing by Parent (which agreement shall not be unreasonably withheld), after the date hereof:
(a) the business of Company and each Company Subsidiary shall be conducted only in the usual, regular and ordinary course and substantially in the same manner as heretofore conducted, and Company and each Company Subsidiary shall use its best efforts to preserve its business organization intact, keep available the services of its current officers and employees and maintain its existing relations with franchisees, customers, suppliers, creditors, business partners and others having business dealings with it, to the end that the goodwill and ongoing business of each of them shall be unimpaired at the Effective Time;
(b) neither Company nor any Company Subsidiary shall: (i) amend its certificate of incorporation or bylaws or similar organizational documents, (ii) issue, sell, transfer, pledge, dispose of or encumber any shares of any class or series of its capital stock or Voting Debt, or securities convertible into or exchangeable for, or options, warrants, calls, commitments or rights of any kind to acquire, any shares of any class or series of its capital stock or any Voting Debt, other than shares of Company Common Stock reserved for issuance on the date of this Agreement pursuant to the exercise of Company Options on the date of this Agreement, (iii) declare, set aside or pay any dividend or other distribution payable in cash, stock or property with respect to any shares of any class or series of its capital stock, (iv) split, combine or reclassify any shares of any class or series of its capital stock or (v) redeem, purchase or otherwise acquire directly or indirectly any shares of any class or series of its capital stock, or any instrument or security which consists of or includes a right to acquire such shares other than share revesting arrangements entitling Company to purchase shares from employees or consultants at their cost;
(c) neither Company nor any Company Subsidiary shall (i) incur or modify any indebtedness or other liability, other than in the ordinary course of business consistent with past practice, (ii) modify, amend or terminate any of its material contracts or waive, release or assign any material rights or claims, except in the ordinary...
Interim Operations of Company. 27 5.3 Interim Operations of National City....................................... 29 5.4 Control of Other Party's Business......................................... 30 5.5
Interim Operations of Company. Procedures for Customer Visits 6.5 Form of Press Release
Interim Operations of Company. The Company was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, is a wholly-owned subsidiary of Buyer, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.