Operation and Preservation of Business. The Shareholders shall not cause or permit the Company to engage in any practice, take any action or enter into any transaction outside the ordinary course of its business consistent with past practice; provided, however, that in no event shall any action be taken or fail to be taken or any transaction be entered into which would result in a breach of any representation, warranty or covenant of any Shareholder. The Shareholders shall cause the Company to keep its business and properties, including its current operations, physical facilities, working conditions and relationships with customers, service providers, Sub-Agents, lessors, licensors and employees, intact.
Operation and Preservation of Business. During the Interim Period, without the prior written consent of Buyer, no Seller will, and each Equityholder will cause each Seller to not, engage in any practice, take any action or enter into any transaction outside of the Ordinary Course of Business, except for any action expressly required by this Agreement. During the Interim Period, without the prior written consent of Buyer, no Seller will, and each Equityholder will cause each Seller not to, engage in any practice, take or fail to take any action or enter into any Contract or transaction that could reasonably be expected to cause the representations and warranties of any Seller Party contained herein to be untrue at any time between the date hereof and the Closing. During the Interim Period, each Seller will conduct, and each Equityholder will cause each Seller to conduct, the Business in the Ordinary Course of Business and in compliance with all Laws, and will keep the Business and such Seller’s assets and properties, including such Seller’s present operations, physical facilities, licenses, working conditions, insurance policies, goodwill and relationships with lessors, licensors, suppliers, customers, employees and other business relations substantially intact, open and operational. Notwithstanding the foregoing, Sellers may take any action regarding any Excluded Assets, Excluded Seller IP, or other tangible or intangible assets of a Seller unrelated to the Business, including, without limitation, sale, transfer, or other alienation of such assets, as determined by Seller in Seller’s sole discretion to the extent such actions do not have any effect on the Purchased Assets, the Assumed Liabilities, or the Business. Without limiting the generality of the foregoing, during the Interim Period, no Seller will, and each Equityholder will cause each Seller not to, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned, or delayed (which the Parties agree is a delay longer than seven (7) days from the date of request), take any of the following actions: (i) amend, extend or terminate any material Contract or enter into any Contract, which if entered into prior to the date hereof, would be a material Contract; (ii) incur any Liability (including any Indebtedness) other than in the Ordinary Course of Business; (iii) dispose of or encumber any assets of any Seller related to the Business, the Purchased Assets, the Assumed Liabilities and limited as set forth above...
Operation and Preservation of Business. The Seller will not, and the Shareholders will not cause or permit the Seller to, engage in any practice, take any action or enter into any transaction outside its ordinary course of business; provided, however, that in no event will any action be taken or fail to be taken or any transaction be entered into which would result in a breach of any representation, warranty or covenant of the Seller or any Shareholder. The Seller will, and the Shareholders will cause the Seller to, keep its business and properties, including its current operations, physical facilities, working conditions, and relationships with customers, suppliers, lessors, licensors and employees, intact and, in connection therewith, to continue to purchase new or used equipment necessary to maintain its rental/lease inventory at the level specified in Section 3.1(e)(x).
Operation and Preservation of Business. Sellers will not cause or permit any of Company, IAA, or IAJ to engage in any practice, take any action or enter into any material transaction outside the Ordinary Course of Business; provided, however, that nothing in this Agreement shall preclude the Company from making cash distributions to the Sellers, cash bonus payments to Company employees, or a payment of the Specified Xxxxxx Options Cancellation Amount prior to the Closing or, in the event of Ibbotson’s death, extending the expiration date of any Options. Sellers will cause each of Company, IAA, and IAJ to take commercially reasonable efforts to keep its business and properties substantially intact, including its present operations, physical facilities, working conditions, insurance policies and relationships with Governmental Authorities, lessors, licensors, suppliers, customers and employees. Without limiting the generality of the foregoing, except as described in Section 4(c) of the Disclosure Schedule, Sellers will not cause or permit Company, IAA, or IAJ to:
(i) issue any capital stock (other than upon the exercise of outstanding stock options), declare, set aside, or pay any non-cash dividend or make any non-cash distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock;
(ii) permit, allow or suffer any of its assets to be subjected to any Lien (other than Permitted Liens);
(iii) cancel or waive any claims or rights of substantial value;
(iv) make any non-mandated change in any method of accounting or accounting practice or policy (including, without limitation, any change in depreciation or amortization methods, policies or rates or income recognition methods);
(v) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof;
(vi) enter into, modify or amend materially, or terminate, any material contracts, leases or agreements (except for entering into, terminating, modifying or amending any of such in the Ordinary Course of Business);
(vii) enter into any employment agreement or arrangement for any person or make, or commit to make, any payment, contribution or award under or into any pension, profit-sharing, deferred compensation or similar plan, program or trust (excluding payments of cash bonuses made prior to Closing) unless required under th...
Operation and Preservation of Business. The Shareholders will not cause or permit the Company to engage in any practice, take any action or enter into any transaction outside its ordinary course of business; provided, however, that in no event will any action be taken or fail to be taken or any transaction be entered into which would result in a breach of any representation, warranty or covenant of any Shareholder. The Shareholders will cause the Company to keep its business and properties, including its current operations, physical facilities, working conditions and relationships with customers, suppliers, lessors, licensors and employees, intact and, in connection therewith, to continue to purchase new or used equipment necessary to maintain its rental/lease inventory at the level specified in Section 3.1(e)(x).
Operation and Preservation of Business. (a) Except as otherwise expressly provided in this Agreement or with the prior written consent of PDI, [***] will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course. Without limiting the generality of the foregoing, [***] will not (i) engage in any practice, take any action, or enter into any transaction or agreement of the sort described in Section 7.9 of Exhibit B, and (ii) fail to comply in all material respects with all Applicable Laws.
(b) [***] will use all commercially reasonable efforts to keep the business and properties of [***] in all material respects in the state as of the date hereof, including its present operations, physical facilities, working conditions, and relationships with lessors, licensors, suppliers, customers, and employees.
Operation and Preservation of Business. Sellers will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business in connection with the Business. Sellers will keep their respective business and properties related to the Business substantially intact, including the present operations, physical facilities, working conditions and relationships with suppliers, customers and employees related thereto.
Operation and Preservation of Business. (i) Each of Hosting and Networks shall operate its Hosting Business in the Ordinary Course of Business consistent with prudent business practices and in compliance with applicable Laws, and to the extent consistent therewith so as to preserve the current value and integrity of the Hosting Business of Hosting and the Acquired Assets, maintain insurance on the Acquired Assets (in amounts and types consistent with past practice), and use its reasonable best efforts to preserve the goodwill and organization of the Hosting Business of Hosting and its relationships with customers, suppliers and others having business dealings with it. Neither Hosting nor Networks will engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business of their respective Hosting Businesses.
(ii) VitalStream shall, and shall cause each of the VitalStream Subsidiaries to, operate its business in the Ordinary Course of Business consistent with prudent business practices and in compliance with applicable Laws, and to the extent consistent therewith so as to preserve the current value and integrity of its business, and use its reasonable best efforts to preserve the goodwill and organization of its business and its relationships with customers, suppliers and others having business dealings with it. VitalStream will not, and will cause each of the VitalStream Subsidiaries not to, engage in any practice, take any action, or enter into any transaction (other than a transaction described in Section 5(f) of this Agreement which shall be governed by Section 5(f) of this Agreement) outside the Ordinary Course of Business.
Operation and Preservation of Business. Seller will use commercially reasonable efforts to conduct, and the Equityholders will cause Seller to use, and the Seller and the Equityholders will cause the NFP to use, commercially reasonably efforts to conduct, the Business in the Ordinary Course of Business in all material respects, and will use commercially reasonable efforts keep the Business and its assets and properties, including Seller’s present operations, licenses, physical facilities, insurance policies and goodwill with lessors, licensors, suppliers, customers and other business material relations substantially intact. Without limiting the generality of the foregoing, Seller will not, and the Equityholders will cause Seller not to, and the Seller and the Equityholders will cause the NFP not to, without the prior written consent of Purchaser, take any of the following actions:
(a) materially amend, extend or terminate any Material Contract (other than extensions or expirations in accordance with such Material Contract’s terms) or enter into any Contract, which if entered into prior to the date hereof, would be a Material Contract;
(b) incur any Indebtedness in excess of $40,000 (excluding any amounts incurred with respect to any credit card of the Business that is repaid prior to or at Closing) other than in the Ordinary Course of Business or incur any Company Party Closing Debt;
(c) dispose of or encumber any Purchased Assets of a Company Party other than in the Ordinary Course of Business or other sales of merchandise for fair market value;
(d) increase by more than 15% any compensation or benefits of any employees or independent contractors of any Company Party or establish any new Employee Benefit Plan other than in connection with the renewal or replacement of Employee Benefit Plans on substantially similar terms to the Employee Benefit Plans in effect on the date hereof;
(e) hire, retain, engage or terminate any employee or independent contractor or make any other material personnel changes, provided, however, that Seller and the NFP may hire up to a total of five additional hourly employees, each earning no more than $75,000 per year, without Purchaser approval;
(f) accelerate any accounts receivable, delay or postpone any capital expenditure or the payment of accounts payable or other Liabilities, other than in the Ordinary Course of Business, or change, in any material respect, any Company Party’s practices in connection with the making of capital expenditures or the payment of acco...
Operation and Preservation of Business. WEIC will continue to operate the WEIC Business, including its present operations, working conditions, and relationships with, licensors, suppliers, customers, and employees subject to the terms of §3.7 above. Further, WEIC will not engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Without limiting the generality of the foregoing, WEIC will not (i) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock or redeem, purchase, or otherwise acquire any of its capital stock; or, (ii) pay any amount to any third party with respect to any liability or obligation including any costs and expenses WEIC has incurred or may incur in connection with this Agreement and the transactions contemplated hereby that would not constitute an Assumed Liability if in existence as of the Closing.
