Common use of Operation in the Ordinary Course Clause in Contracts

Operation in the Ordinary Course. Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall, and shall cause each of its Subsidiaries, to (a) use its respective commercially reasonable efforts to maintain its existence in good standing pursuant to applicable law, (b) conduct its business and operations in the ordinary course of business and (c) use its reasonable best efforts to (i) preserve intact its material assets, properties, contracts or other legally binding understandings, licenses and business organizations; (ii) keep available the services of its current officers and key employees; and (iii) preserve the current relationships with charterers, customers, third-party vessel managers, suppliers, distributors, lessors, licensors, licensees, creditors, contractors, governmental or regulatory authorities and other Persons with whom the Company or any of its Subsidiaries has business relations. Except as set forth in Schedule 7.1, as contemplated by the Debt Commitment Letter, or as has been approved by the Company’s Board of Directors prior to the execution hereof, between the date of this Agreement and the Closing or the earlier termination of this Agreement in accordance with Section 6.3, and except for what is expressly provided for in the Transaction Documents or what may be authorized by the Investors, the Company shall not, and shall cause each of its Subsidiaries not, to (a) declare, set aside or pay any dividend or make any other distribution in respect of any of the equity securities of the Company or any non-wholly owned Subsidiary of the Company, or any direct or indirect redemption, purchase, or other acquisition of any of such equity securities by the Company or any non-wholly owned Subsidiary of the Company other than with respect to the cashless exercise of warrants outstanding on the date hereof, (b) incur, assume or guarantee any indebtedness for borrowed money other than indebtedness among the Company and any of its Subsidiaries or in the ordinary course of business (other than as contemplated by the Debt Commitment Letter), (c) issue, sell or otherwise dispose any equity securities of the Company or any non-wholly owned Subsidiary except pursuant to its 2014 Management Incentive Plan or its 2015 Equity Incentive Plan or upon the exercise or settlement of awards made under either such plan, (d) change any terms of compensation of any executive officers of the Company or enter into any transaction required to be disclosed under Item 404 of Regulation S-K promulgated by the SEC without the approval of the Company’s Board of Directors of a committee thereof comprised solely of independent directors or (e) effect any Deemed Liquidation Event.