Operation of Business Pending Closing. Seller will not engage in any practice, take any action or enter into any transaction outside the ordinary course of the Business and will continue to operate the Purchased Assets in a manner consistent with the past practices of the business, including maintenance and repair of the Vessels and related equipment. Without limiting the foregoing:
Operation of Business Pending Closing. Prior to the Closing Date, except with the prior consent of Purchaser and except as necessary to effect the transactions contemplated in this Agreement, (a) Seller shall cause the Companies to conduct their business in the usual and ordinary course as currently being conducted, and (b) without limiting the generality of the foregoing clause (a), Seller shall cause each of the Companies not to do any of the following:
Operation of Business Pending Closing. (a) Prior to the Closing Date, except as set forth in subsection (b) below and except as necessary to effect the transactions contemplated by this Agreement, or except with the prior consent of Buyer, each of Premier and Premier New Orleans shall conduct its business in the usual and ordinary course as currently being conducted, and without limiting the generality of the foregoing clause, neither Premier nor Premier New Orleans shall do any of the following:
Operation of Business Pending Closing. Prior to the Closing Date, except as set forth in subsection (b) below and except as necessary to effect the transactions contemplated by this Agreement, or except with the prior consent of Satellink, Newco shall conduct its business in the usual and ordinary course and only as necessary to perform its obligations under the Management Agreement and the Reseller Agreement, and without limiting the generality of the foregoing clause, Newco shall not do any of the following:
Operation of Business Pending Closing. Seller will use its reasonable best efforts to cause MSCTC to conduct its business according to its ordinary and usual course of business and substantially in the manner heretofore conducted and will use its reasonable best efforts to preserve in all material respects the business organization and business relationships of MSCTC intact. By way of amplification and not limitation, Xxxxx, MLD and MSCTC each shall not, between the date of this Agreement and the Closing Date, directly or indirectly do, or propose or commit to do, any of the following, except as contemplated by this Agreement or as previously disclosed with reasonable specificity to Buyer, or except in the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws, without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed: (a) Amend or otherwise change their Articles of Incorporation, By-Laws or Partnership Agreement; (b) Issue, deliver, sell, pledge, dispose of or encumber, or authorize or commit to the issuance, sale, pledge, disposition or encumbrance of, (i) any shares of capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of capital stock, or any other ownership interest (including, but not limited to, stock appreciation rights or phantom stock), of Xxxxx or MLD, or (ii) any assets of Xxxxx, MLD or MSCTC, except for sales of services and products in the ordinary course of business and in a manner consistent with past practice; (c) Declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except as specifically contemplated by this
Operation of Business Pending Closing. Seller will use its reasonable best efforts to cause Transition to conduct its business according to its ordinary and usual course of business and substantially in the manner heretofore conducted and will use its reasonable best efforts to preserve in all material respects the business organization and business relationships of Transition intact. By way of amplification and not limitation, Transition shall not, between the date of this Agreement and the Closing Date, directly or indirectly do, or propose or commit to do, any of the following, except as contemplated by this Agreement or as previously disclosed with reasonable specificity to Buyer, or except in the ordinary course of business and in a manner consistent with past practice and in compliance with applicable laws, without the prior written consent of Buyer, such consent not to be unreasonably withheld or delayed:
Operation of Business Pending Closing. Prior to the Closing Date, except with the prior written consent of Purchaser or Xxxx and except as necessary to effect the transactions contemplated in this Agreement, Seller shall, and the Shareholder and Xx. Xxxxxx shall cause Seller to:
Operation of Business Pending Closing. Prior to the Closing Date, except as necessary to effect the transactions contemplated by this Agreement, or except with the prior consent of Satellink, each Cape Fear Entity shall conduct its business in the usual and ordinary course as currently being conducted, and without limiting the generality of the foregoing clause, no Cape Fear Entity shall do any of the following:
Operation of Business Pending Closing. Companies warrant, represent and covenant that pending the Closing Date, Companies shall continue to conduct their businesses and operations only in the ordinary course, Companies shall use their best efforts to preserve the business organization intact, shall, subject to normal fluctuations, maintain substantially the same balance of cash, accounts receivable, and inventory as existed on March 31, 2004, and shall maintain its books of account in a manner which fairly and accurately reflects its income, expenses and liabilities in accordance with generally accepted accounting principles consistently applied. Companies warrant, represent and covenant that during such period, unless Parent may have given such consent thereto in writing, which consent may be arbitrarily withheld, Companies will not:
Operation of Business Pending Closing. Seller will not (and will cause Subsidiary not to) engage in any practice, take any action, or enter into any transaction outside its ordinary course of business and will continue to operate (and cause Subsidiary to operate) the Purchased Assets in a manner consistent with the past practices of Seller and Subsidiary, as applicable, and accepted oilfield practice, including maintenance and repair of operating Vessels and related equipment. Without limiting the foregoing:
