Maintenance of Business Prior to Closing. Prior to the Effective Time, except as set forth in the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Sub has consented in writing thereto, the Company:
(a) shall, and shall cause each of its Subsidiaries to, conduct its operations and business according to their usual, regular and ordinary course consistent with past practice;
(b) shall use its best efforts, and shall cause each of its Subsidiaries to use its best efforts, to preserve intact their business organizations and goodwill, keep available the services of their respective officers and employees and maintain satisfactory relationships with those persons having business relationships with them;
(c) shall not, and shall cause its Subsidiaries not to, amend their respective certificates of incorporation or by-laws or comparable governing instruments;
(d) shall promptly notify Sub of (i) any Material Adverse Change, (ii) any material litigation or material governmental complaints, investigations or hearings (or communications indicating that the same may be contemplated), or (iii) the breach of any representation or warranty contained herein;
(e) shall promptly deliver to Sub correct and complete copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement;
(f) shall not, and shall not permit any of its Subsidiaries to, authorize, propose or announce an intention to authorize or propose, or enter into an agreement with respect to, any merger, consolidation or business combination (other than the Merger), release or relinquishment of any material contract rights, or any acquisition or disposition of Assets or securities other than in the ordinary course of business consistent with past practice;
(g) shall not, and shall not permit any of its Subsidiaries to, (i) grant, confer or award any options, warrants, conversion rights or other rights or Equity Securities, not existing on the date hereof, to acquire any shares of its capital stock or other securities of the Company or its Subsidiaries or (ii) accelerate, amend or change the period of exercisability of options or restricted stock granted under any employee stock plan or, except as contemplated by Section 3.3, authorize cash payments in exchange for any options granted under any of such plans;
(h) shall not, and shall not permit any of its Subsidiaries to, amend the terms of the Benefit Plans, including, without limitation, any employment, severance or similar agre...
Maintenance of Business Prior to Closing. Seller agrees that prior to Closing it shall operate its business in a manner consistent with prior business practice. In connection therewith, the parties agree that Seller may dealer trade vehicles for similar models, but Seller shall not liquidate or otherwise dispose of any of its new vehicles other than in the ordinary course of business to retail buyers. Seller agrees to maintain its advertising expenditures and activities commensurate with prior business practices. Seller shall not advertise a "Going Out of Business" sale. Seller agrees to pay (or contest, if disputed) Seller's trade payables, including Seller's telephone and yellow pages bills, through the Closing Date. All revenue and expenses prior to Closing shall be the benefit and burden of Seller.
Maintenance of Business Prior to Closing. Prior to the Effective Time, except as set forth in the Disclosure Schedule or as contemplated by any other provision of this Agreement, unless Mergerco has consented in writing thereto, such consent not to be unreasonably withheld or delayed, the Company:
(a) except as contemplated by Section 8.3 hereof, shall conduct its operations and business according to their usual, regular and ordinary course consistent with past practice;
(b) shall use its reasonable efforts to preserve intact its business organizations and goodwill, keep available the services of its officers and key employees and maintain satisfactory relationships with those persons having business relationships with it;
(c) shall promptly notify Mergerco of any Material Adverse Change; and
(d) shall promptly deliver to Mergerco correct and complete copies of any report, statement or schedule filed with the SEC subsequent to the date of this Agreement.
Maintenance of Business Prior to Closing. Except as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Company has conducted and will continue to conduct the Business in accordance with its Ordinary Course of Business and seek to preserve its current relationships with the customers and other persons with whom it has business relations to the extent consistent
Maintenance of Business Prior to Closing. Except as otherwise contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, DPII has conducted and will continue to conduct in accordance with its Ordinary Course of Business and seek to preserve its current relationships with the customers and other persons with whom it has business relations to the extent consistent with its Ordinary Course of
Maintenance of Business Prior to Closing. During the period from the date hereof through the Closing Date, Sellers shall cause the Company and its Subsidiaries (a) to continue to carry on their business in the ordinary course and in accordance with past practice and not to take any action inconsistent therewith or with the consummation of the Closing, (b) to make timely payments of accounts payable and other obligations and liabilities of the Company in accordance with past practice and (c) to use their reasonable best efforts to preserve intact their business organization, keep available the services of their officers and employees and maintain satisfactory relationships with suppliers, clients, agents and others having a business relationship with them.
Maintenance of Business Prior to Closing. Seller shall continue ---------------------------------------- to carry on the Business in the ordinary course and in accordance with past practice and will not take any action inconsistent therewith, with any Legal Requirements or with the Sale. Without limiting the generality of the foregoing, Seller shall (a) maintain the Purchased Assets in their current state of repair, excepting normal wear and tear; and (b) maintain insurance covering Purchased Assets referred to in Section 4.23 hereof.
Maintenance of Business Prior to Closing. Seller shall maintain the Acquired Assets in their current state of repair, excepting normal wear and tear.
Maintenance of Business Prior to Closing. (a) MJ GeneWorks shall, and shall cause each other Subject Company to, use its commercially reasonable efforts to continue to carry on the business of such Subject Company in the ordinary course and consistent with past practice and will not take any action inconsistent therewith or with the consummation of the transactions contemplated hereby. Without limiting the generality of the foregoing, MJ GeneWorks shall, and shall cause each other Subject Company to, (i) maintain the Assets of such Subject Company in their current state of repair in the ordinary course of business, excepting normal wear and tear; (ii) maintain insurance covering the Assets of such Subject Company substantially similar to that in effect on the date hereof; (iii) use commercially reasonable efforts to preserve the current business organization of such Subject Company intact; (iv) use its commercially reasonable efforts to keep available the services of its current Personnel; and (v) use its commercially reasonable efforts to preserve the current business relationships with customers, suppliers, distributors and others having business dealings with such Subject Company. No Subject Company will engage in any practice, take any action, embark on any course of inaction or enter into any transaction that would cause or result in any of its representations and warranties set forth in Article V to be untrue as of the Closing Date.
(b) Prior to the Closing, Buyer shall use commercially reasonable efforts to continue to carry on the business of Buyer in the ordinary course and consistent with past practice and will not take any action inconsistent therewith or with the consummation of the transactions contemplated hereby. Buyer will not engage in any practice, take any action, embark on any course of inaction or enter into any transaction that would cause or result in any of its representations and warranties set forth in Article VI to be untrue as of the Closing Date.
Maintenance of Business Prior to Closing. Except as otherwise ---------------------------------------- contemplated by this Agreement, during the period from the Effective Date to the Closing Date, Sellers have conducted and will continue to conduct the Business in accordance with its Ordinary Course of Business and seek to preserve its current relationships with the customers and other persons with whom it has business relations to the extent consistent with its Ordinary Course of Business. Without limiting the generality of the foregoing and, except as otherwise expressly provided in this Agreement, prior to the Closing Date, without the prior written consent of Buyer, Sellers will not, and the Company Principals will cause Sellers not to, with respect to the Business and the Purchased Assets:
(i) (A) sell, transfer or otherwise dispose of, or agree to sell, transfer or otherwise dispose of the Business or any Purchased Assets or (B) permit any Encumbrance on the Business or any Purchased Assets;
(ii) make any changes to the accounting methods, principles or practices applicable to the Company;
(iii) permit any damage, destruction or casualty loss, whether covered by insurance or not, material to the Business taken as a whole, or to any Purchased Assets;
(iv) take or omit to take any action in violation or contravention of any provision of Section 3.9 above or any other representation or ----------- warranty hereunder;
(v) agree, whether in writing or orally, whether formally or informally, to engage in any of the actions described in clauses ------- (i) through (iv) of this Section 7.2(a). --- ---- --------------
