Operation of Business in the Ordinary Course Sample Clauses

Operation of Business in the Ordinary Course. On and prior to the Closing Date, the Company will conduct the Business only in the Ordinary Course of Business, and will use all commercially reasonable efforts to maintain the value of the Business as a going concern and the relationships of the Company with customers, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, except for the transactions specifically contemplated hereunder or as set forth on Schedule 6.3 and except for its continuing negotiation for the disposition of its temporary and “temporary to permanent” staffing division, without the written consent of Parthenon, from and after the date hereof the Company will conduct itself so that the Company would not be in violation of Section 4.12 of this Agreement if such Section were applicable during the period from and after the date hereof to and including the Closing Date.
Sample 1Sample 2See All (4)
AutoNDA by SimpleDocs
Operation of Business in the Ordinary Course. Except as otherwise contemplated herein, or as previously approved by the Buyer in writing, until the Release Time, each Company shall conduct the Business only in the ordinary course and consistent with their prior practices. Without limiting the generality of the foregoing, prior to the Release Time, no Company shall without the Buyer's prior written consent, (i) amend or propose to amend its articles of incorporation or by-laws, (ii) take any action or enter into any transaction of the sort described in Section 4.7, or which would cause any representation or warranty made in Section 4.7 to be untrue, or (iii) make or change any Tax election or change any annual Tax accounting period.
Sample 1Sample 2
Operation of Business in the Ordinary Course. On and prior to the Closing Date, except as otherwise required by this Agreement (including without limitation Section 6.14), Seller will cause the Company to conduct the Business only in the Ordinary Course of Business and use its reasonable best efforts to maintain the value of the Business as a going concern and the relationships of the Company with customers, suppliers, vendors, employees, agents and Governmental Authorities. Seller agrees to cause the Company and its Subsidiaries to make capital expenditures in the Ordinary Course of Business up to the Closing Date and prior to the Closing Date to consult with Buyer before making significant decisions regarding merchandise markdowns, inventory purchases and promotional activity. Without limiting the generality of the foregoing, on and prior to the Closing Date Seller will cause the Company not to, without the prior written consent of Buyer:
Sample 1
Operation of Business in the Ordinary Course. Prior to the Closing, the Subscribers will cause the Companies to conduct their Business only in the Ordinary Course of Business and maintain the relationships of the Companies with customers, distributors, suppliers, vendors, employees, agents and others. Without limiting the generality of the foregoing, on and prior to the Closing Date the Subscribers will cause the Companies not to, without the prior written consent of Holdco One:
Sample 1
Operation of Business in the Ordinary Course. Each of TDB and the Shipco SPVs shall not engage in any business other than as necessary or appropriate to facilitate the Buyer’s acquisition, through the SPV Shipcos, of the Vessels pursuant to the terms of, and as contemplated by, the MOAs and this Agreement.
Sample 1
Operation of Business in the Ordinary Course. On and ----------- -------------------------------------------- prior to the Closing Date, except as otherwise required by this Agreement, the Company will, and the Major Securityholders will cause the Company to, conduct the Business only in the Ordinary Course of Business and use their respective commercially reasonable efforts to maintain the value of the Business as a going concern and the relationships of the Company with customers, distributors, suppliers, vendors, employees, agents, Governmental Authorities and others. Without limiting the generality of the foregoing, on and prior to the Closing Date, the Company shall, and the Major Securityholders shall cause the Company to, except as may otherwise be consented to in writing by the Buying Parties, pay accounts payable when due and maintain inventory levels, all in accordance with prudent business practice and the Ordinary Course of Business; and the Company will not, and the Major Securityholders will cause the Company not to, without the prior written consent of the Buying Parties:
Sample 1
Operation of Business in the Ordinary Course. During the period between the date hereof and the Release Time, any entity within the Acquired Group may distribute cash to the respective Sellers and repay existing Indebtedness, even if such activities are outside the ordinary course. Except as set forth in the preceding sentence, or as previously approved by the Buyer in writing, until the Release Time, each entity within the Acquired Group shall conduct the Business only in the ordinary course and consistent with their prior practices, will maintain normal working capital (other than cash) consistent with prior practice and will comply in all material respects with the requirements of all applicable Laws and all actions and requirements of any Governmental Entity necessary in the operation of the Business. Without limiting the generality of the foregoing, prior to the Release Time, no entity within the Acquired Group shall without the Buyer’s prior written consent, (i) amend or propose to amend its Charter Documents, (ii) take any action or enter into any transaction of the sort described in Section 4.7, or which would cause Section 4.7 to become untrue, (iii) make or change any Tax election or change any annual Tax accounting period, (iv) issue any Equity Interest or grant the right to acquire any Equity Interest in any entity within the Acquired Group or (v) liquidate, dissolve, recapitalize or otherwise wind-up its business.
Sample 1
AutoNDA by SimpleDocs
Operation of Business in the Ordinary Course. On and prior to the Closing Date, except as otherwise required by this Agreement, the Company and its Subsidiaries will conduct
Sample 1
Operation of Business in the Ordinary Course. During the period between the date hereof and the Release Time, the Company may distribute cash to the Seller and repay existing Indebtedness even if such activities are outside the ordinary course of business. Except as set forth in the preceding sentence, or as previously approved by the Buyer in writing, until the Release Time, each of the Company and its Subsidiary shall conduct the Business only in the ordinary course of business and consistent with their prior practices. Without limiting the generality of the foregoing, prior to the Release Time, neither the Company nor its Subsidiary shall without the Buyer’s prior written consent (which shall not be unreasonably withheld):
Sample 1

Related to Operation of Business in the Ordinary Course

  • Business in the Ordinary Course The Business shall be conducted solely in the ordinary course consistent with past practice.

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • No Control of the Other Party’s Business The Parties acknowledge and agree that the restrictions set forth in this Agreement are not intended to give Parent or Merger Sub, on the one hand, or the Company, on the other hand, directly or indirectly, the right to control or direct the business or operations of the other at any time prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company will exercise, consistent with the terms, conditions and restrictions of this Agreement, complete control and supervision over their own business and operations.

  • No Control of Other Party’s Business Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.

  • Management of Business No Limited Partner or Assignee (other than the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such) shall take part in the operations, management or control (within the meaning of the Act) of the Partnership’s business, transact any business in the Partnership’s name or have the power to sign documents for or otherwise bind the Partnership. The transaction of any such business by the General Partner, any of its Affiliates or any officer, director, employee, partner, agent or trustee of the General Partner, the Partnership or any of their Affiliates, in their capacity as such, shall not affect, impair or eliminate the limitations on the liability of the Limited Partners or Assignees under this Agreement.

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Operation of Business Each of Borrower and its Subsidiaries possesses all licenses, permits, consents, authorizations, franchises, patents, copyrights, trademarks, and trade names, or rights thereto, necessary to conduct its respective businesses substantially as now conducted and as presently proposed to be conducted, and neither Borrower nor any of its Subsidiaries is in violation of any valid rights of others with respect to any of the foregoing which could result in a Material Adverse Event.

Time is Money Join Law Insider Premium to draft better contracts faster.