Management of the Surviving Corporation. The operations of the Surviving Corporation shall be conducted to: (i) participate in Parent's overall cash management program and abide by Parent's dividend and management fee policies as from time to time in effect; (ii) comply on a timely basis with the financial reporting and budgeting procedures of Parent as from time to time in effect, which procedures require the approval of profit and capital expenditure plans; and (iii) comply with Xxxxxx.Xxx's general business procedures for its operating units.
Management of the Surviving Corporation. HomeSeekers covenants to manage the Surviving Corporation in a responsible manner consistent with a mutually agreed-upon business plan for calendar year 2000. Pursuant to the mutually agreed-upon business plan for calendar year 2000, HomeSeekers will infuse Two Hundred Thousand Dollars ($200,000) of capital into the Surviving Corporation for advertising, marketing and equipment expenditures over the course of calendar year 2000. The schedule for such capital infusion, and the revenue recovery therefore shall be subject to the mutually agreed 2000 business plan. HomeSeekers will act in good faith and fair dealing with respect to the contingent payment set forth in Section 2.3 of this Agreement. HomeSeekers will not seek to avoid payment of the contingent payment set forth in Section 2.3 through management decisions that have no business justification other than to avoid payment of the contingent payment set forth in Section 2.3. HomeSeekers will consult with the Principal Shareholders, without being required to obtain the consent of the Principal Shareholders, regarding management decisions directly affecting the contingent payment set forth in Section 2.3 of this Agreement
Management of the Surviving Corporation. (a) From and after the Closing, until the date that is three years after the Closing Date, AppNet shall take all actions necessary to cause Xxxx XxXxxx, Xxxxxxx Xxxx and Xxxx Xxxxx to be elected as directors of the Surviving Corporation (the Board of Directors shall have a minimum of seven directors), unless such parties have their employment by the Surviving Corporation terminated for cause.
Management of the Surviving Corporation. The management of the Surviving Corporation will be subject to the direction of its Board of Directors; provided that during the Measuring Period (as such term is hereinafter defined), the Surviving Corporation shall not, and AUGI shall not permit the Surviving Corporation to, do any of the following without the prior written consent of Artour Baganov: (i) sell any material assets or securities of the Company (other than assets sold in the ordinary course of business), (ii) incur indebtedness for borrowed money (other than in the ordinary course of business in accordance with the Company's past practices), (iii) effect any merger, sale, or acquisition of securities, assets, or business of any third party, or (iv) otherwise materially change the nature of the Surviving Corporation's business from the nature of the business conducted by the Company immediately prior to the consummation of the Merger (except for the natural growth of the business as a consequence of the financing by AUGI which is contemplated by the parties to this Agreement).
Management of the Surviving Corporation. The following provisions shall govern the operations of the Surviving Corporation during the period commencing on the Closing Date through December 31, 2001 (the "Earn-Out Period").
Management of the Surviving Corporation. Effective at or immediately prior to the Effective Time, the Board of Directors of Synquest shall take all action necessary (including any necessary amendments of the Bylaws of Synquest and the obtaining of any necessary resignations by officers of Synquest) to implement the provisions of this Section 5.11 and to cause the persons set forth on Schedule 5.11 to be appointed to the offices of the Surviving Corporation indicated immediately following the Effective Time. Following the Effective Time, any vacancy among the officers of the Surviving Corporation shall be filled in accordance with the Bylaws of Synquest. Jxxxxx Xxxxx will facilitate the transition of the management of the Surviving Corporation.
Management of the Surviving Corporation. The management of the Surviving Corporation will be subject to the direction of its Board of Directors; provided that commencing with the Closing Date and through and including December 31, 2000 (the "Measuring Period"), the Surviving Corporation shall not, and AUGI shall not permit the Surviving Corporation to, do any of the following without the prior written consent of a majority of the Stockholders and Xxxxxx: (i) sell any material assets or securities of the Surviving Corporation (other than assets sold in the ordinary course of business), (ii) incur indebtedness for borrowed money (other than in the ordinary course of business in accordance with the Surviving Corporation's past practices), (iii) effect any merger, sale, or acquisition of securities, assets, or business of any third party, or (iv) otherwise materially change the nature of the Surviving Corporation's business from the nature of the business conducted by the Corporation immediately prior to the consummation of the Merger (except for the natural growth of the business which is contemplated by the parties to this Agreement).
Management of the Surviving Corporation
