OPERATION OF BUSINESS OF THE COMPANY. From the date of this Agreement through the earlier of termination of this Agreement or the Effective Time, and except as set forth in Section 5.1 of the Disclosure Schedule:
(a) The Company shall use its reasonable best efforts to preserve intact in all material respects its business organization, assets, and technology and those of its subsidiaries, to maintain its rights and franchises and those of its subsidiaries, to keep available to itself and to the Surviving Corporation the services of the present officers and employees of the Company and its subsidiaries, and to preserve for itself and for the Surviving Corporation the present relationships of the Company and its subsidiaries with persons having significant business dealings with the Company or any of its subsidiaries.
(b) The Company shall, and shall cause each of its subsidiaries to, except as otherwise consented to in writing by Parent, conduct its business and operations in the ordinary course consistent with past practice.
(c) Unless otherwise required by the terms of this Agreement, the Company shall not, and shall not permit any of its subsidiaries to, except as otherwise consented to in writing by Parent:
(i) amend its Certificate of Incorporation, Bylaws, or other comparable charter or organizational documents, or alter through merger, liquidation, reorganization, restructuring, or in any other fashion the corporate structure or ownership of any subsidiary of the Company;
(ii) increase or decrease the number of authorized shares of its capital stock;
(iii) issue, grant, sell, or pledge any shares of capital stock or other equity securities of the Company or any of its subsidiaries (other than the issuance of shares of Company Common Stock upon exercise of Options outstanding as of the date of this Agreement that are disclosed in Section 3.2 in accordance with their terms) or any options, warrants, or other rights to purchase any such capital stock or other equity securities or any securities convertible into or exchangeable for any such capital stock or other equity securities or any stock appreciation rights, performance shares, phantom stock, or other similar rights based upon the value of any such capital stock or other equity securities, or reprice any Options;
(iv) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure;
(v) purchase, redeem, or cancel for value, or permit any of its subsidiaries to purchase, redeem, or...
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company will operate its business as now operated and only in the normal and Ordinary Course and, consistent with such operation, will use its commercially reasonable efforts to preserve intact its present business organization, to keep available the services of its officers, consultants and employees and to maintain satisfactory relationships with licensors, franchisees, licensees, suppliers, contractors, distributors, customers and other Persons having business dealings with it. Without limiting the generality of the foregoing, during the Executory Period, the Company shall not:
(a) take any action that would result in any of the representations and warranties of the Company herein becoming untrue or in any of the conditions to the Merger not being satisfied.
(b) take or cause to occur any of the actions or transactions described in Section 4.10 hereof.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company shall operate its business, and the businesses of Phase Three and SWI, as now operated and only in the normal and ordinary course and, consistent with such operation, will use its best efforts to preserve intact its business and assets, to keep available the services of its officers and employees and to maintain satisfactory relationships with persons having business dealings with it. Without limiting the generality of the foregoing and except as set forth in Schedule 5.2 hereto, during the Executory Period, the Company shall not, without the prior written consent of Parent, take or cause to occur any of the actions or transactions described in Section 3.1(f)(iii) through (xiii).
OPERATION OF BUSINESS OF THE COMPANY. Except as contemplated by this Agreement, during the period from the date of this Agreement to the earlier of the Closing or the termination of this Agreement, the Company shall conduct its operations in the ordinary course of business, consistent with past practice, and in compliance in all material respects with all applicable laws and regulations and shall not take any action that would cause Freeport to conduct its operations other than in the ordinary course of business, consistent with past practice, and in compliance in all material respects with all applicable laws and regulations.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company will operate its business as now operated and only in the normal and ordinary course and, consistent with such operation, will use its best efforts to preserve intact its present business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with licensors, franchisees, licensees, suppliers, contractors, distributors, customers and other persons having business dealings with it. Without limiting the generality of the foregoing, during the Executory Period the Company shall not, without the prior written consent of Parent, (a) take any action that would result in any of the representations and warranties of the Company herein becoming untrue or in any of the conditions to the Merger not being satisfied, or (b) take or cause to occur any of the actions or transactions described in Section 3.1(g) hereof, in each case other than in the ordinary course of business consistent with past practice.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company will operate its business as now operated and only in the normal and ordinary course and, consistent with such operation, will use its best efforts to preserve intact its present business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with licensors, franchisees, licensees, suppliers, contractors, distributors, customers and other persons having business dealings with it. Without limiting the generality of the foregoing, during the Executory Period, the Company shall not, without the prior written consent of Parent, except as legally required and as required under Section 7.7 or 7.8: (a) take any action that would result in any of the representations and warranties of the Company herein becoming untrue or in any of the conditions to the Merger not being satisfied; or (b) take or cause to occur any of the actions or transactions described in Section 3.8 hereof.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company will operate its business as now operated and only in the normal and ordinary course and, consistent with such operation, will use its best efforts to preserve intact its present business organization, to keep available the services of its officers and employees and to maintain satisfactory relationships with licensors, franchisees, licensees, suppliers, contractors, distributors, customers and other persons having business dealings with it. Without limiting the generality of the foregoing, during the Executory Period, the Company shall not, without the prior written consent of Purchaser, (a) take any action that would result in any of the representations and warranties of the Company herein becoming untrue or in any of the conditions to the Merger not being satisfied, or (b) take or cause to occur any of the actions or transactions described in Section 3.1(g) hereof. The parties hereto will, during the Executory Period, jointly consider the extent to which the Information Provider Agreement dated as of March 31, 1995 (the "Company IPA") between the Company and AOL should be amended, modified or otherwise revised, as appropriate in order to reflect the transactions contemplated herein and the mutual intent of the parties.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company shall operate its business and the business of 00xx Xxxxxx Productions as now operated and only in the normal and ordinary course and, consistent with such operation, will use its best efforts to preserve intact its business and assets, to keep available the services of its officers and employees and to maintain satisfactory relationships with persons having business dealings with it and them. Without limiting the generality of the foregoing, during the Executory Period, the Company shall not, without the prior written consent of Parent, (a) take any action that would result in any of the representations and warranties of the Company herein becoming untrue or in any of the conditions to the Merger not being satisfied, (b) take or cause to occur any of the actions or transactions described in Section 3.1(g)(iii) through (xx), or (c) enter into any transaction or make any commitment involving an expense or capital expenditure by the Company or 00xx Xxxxxx Productions in excess of $100,000.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company shall operate its business as now operated and only in the normal and ordinary course and, consistent with such operation, will use its best efforts to preserve intact its business and assets, to keep available the services of its officers and employees and to maintain satisfactory relationships with persons having business dealings with it. Without limiting the generality of the foregoing, during the Executory Period, the Company shall not, without the prior written consent of Parent, (a) take any action that would result in any of the representations and warranties of the Company herein becoming untrue in all material respects (except for any representation or warranty that by its terms is qualified by materiality, in which case it shall be true and correct in all respects) or in any of the conditions to the Merger not being satisfied, or (b) take or cause to occur any of the actions or transactions described in Section 3.1(g)(iii) through (xix), except as disclosed in Section 3.1(g) of the Company Disclosure Schedule.
OPERATION OF BUSINESS OF THE COMPANY. During the Executory Period, the Company shall operate its business as now operated and only in, and the Company shall not take any action except in, the normal and ordinary course and in a manner consistent with past practice, and the Company and the Stockholders shall use their respective best efforts to preserve intact its business and assets, to keep available the services of the Company's officers, employees and consultants and to maintain satisfactory relationships with the other persons with which the Company has business relations. Without limiting the generality of the foregoing, during the Executory Period, none of the Company nor any of the Stockholders shall, without the prior written consent of Purchaser, (a) take any action that would result in any of the representations and warranties of the Company or the Stockholders herein becoming untrue or in any of the conditions to the Acquisition not being satisfied, or (b) take or cause to occur any of the actions or transactions described in Section 2.1(g)(iii) through (xvii).
