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. 19 (a) Conduct of Business......................................................... 19 (b) Articles and By-laws........................................................ 19 (c)
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. 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:
Interim Operations of Company. From the date of this Agreement until the Closing or the earlier termination of this Agreement, except as otherwise consented to by Buyer in writing (such consent not to be unreasonably withheld or delayed) or as contemplated by this Agreement, Company shall, and Shareholder shall use best efforts to cause Company to, conduct its affairs in the ordinary course of business, and shall use commercially reasonable efforts, consistent with its past practices to preserve the present business operations, organization and goodwill of Company and to preserve its present relationships with customers, suppliers and employees. Without limiting the generality of the foregoing, Company shall not, and Shareholder shall not permit Company to:
Interim Operations of Company. From the date hereof until the Effective Time, except as agreed to in writing by Parent, Company shall conduct its business in the ordinary course consistent with past practice and shall use all commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the prior written consent of Parent:
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.
