Common use of Operation of Business Pending Closing Clause in Contracts

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: (i) amend its articles of incorporation or bylaws, or merge, consolidate, liquidate or dissolve; (ii) issue any capital stock, any securities convertible or exchangeable into capital stock, or any options, warrants or rights with respect to capital stock, or split, subdivide or reclassify its capital stock; (iii) declare or pay any dividend or make any other distribution on its capital stock; (iv) increase the compensation or benefits of officers or employees of Newco or pay any bonuses except for normal and customary increases made or bonuses paid or accrued in accordance with past practices; (v) create or incur any Lien on any of its properties; or, except for the issuance of insurance contracts or policies and the settlement of insurance claims in the ordinary course of business, incur or assume any guaranty or other liability to discharge an obligation of another, or incur or assume any obligations for money borrowed, or cancel or discount any material debt owed to it; (vi) enter into or terminate any Contract; (vii) make any expenditure for fixed assets; (viii) do or fail to do anything that will cause a breach of, or default under, any Contract; or (ix) make any change (whether or not material) in its accounting procedures, methods, policies or practices or the manner in which Newco maintains its records.

Operation of Business Pending Closing. Prior to the Closing Date, except as set forth in subsection (b) below with the prior consent of Purchaser and except as necessary to effect the transactions contemplated by in this Agreement, or except with (a) Seller shall cause the prior consent of Satellink, Newco shall Companies to conduct its their business in the usual and ordinary course and only as necessary to perform its obligations under the Management Agreement and the Reseller Agreementcurrently being conducted, and (b) without limiting the generality of the foregoing clauseclause (a), Newco Seller shall cause each of the Companies not to do any of the following: (i) amend its articles of incorporation or bylaws, or merge, consolidate, liquidate or dissolve; (ii) issue any capital stock, any securities convertible or exchangeable into capital stock, or any options, warrants or rights with respect to capital stock, or split, subdivide or reclassify its capital stock; (iii) declare or pay any dividend or make any other distribution on its capital stockstock other than cash dividends on the Shares in an amount not exceeding $300,000 per month; (iv) increase the compensation or benefits of officers or employees of Newco the Companies or pay any bonuses except for normal and customary increases made or bonuses paid or accrued in accordance with past practices; (v) except in the ordinary course of business, create or incur any Lien lien, encumbrance, mortgage, pledge, charge or security interest whatsoever on any of its properties; or, except for the issuance of insurance contracts or policies and the settlement of insurance claims in the ordinary course of business, incur or assume any guaranty or other liability to discharge an obligation of another, or incur or assume any obligations for money borrowed, or cancel or discount any material debt owed to it; (vi) enter into or terminate any Material Contract; (vii) make any expenditure for fixed assetsassets in excess of $25,000 for any single item or $100,000 in the aggregate; (viii) do or fail to do anything that will cause a breach of, or default under, any Material Contract; or (ix) make any change (whether or not material) of a material nature in its the Companies' accounting procedures, methods, policies or practices or the manner in which Newco maintains its the Companies maintain their records.

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 Satellink, Newco Hyde's 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 Agreementcurrently being conducted, and without limiting the generality of the foregoing clause, Newco Hyde's shall not do any of the following: (i) amend its articles of incorporation or bylaws, or merge, consolidate, liquidate or dissolve; (ii) issue any capital stock, any securities convertible or exchangeable into capital stock, or any options, warrants or rights with respect to capital stock, or split, subdivide or reclassify its capital stock; (iii) declare or pay any dividend or make any other distribution on its capital stock; (iv) increase the compensation or benefits of officers or employees of Newco Hyde's or pay any bonuses except for normal and customary increases made or bonuses paid or accrued in accordance with past practices; (v) create or incur any Lien on any of its properties; or, except for the issuance of insurance contracts or policies and the settlement of insurance claims in the ordinary course of business, incur or assume any guaranty or other liability to discharge an obligation of another, or incur or assume any obligations for money borrowed, or cancel or discount any material debt owed to it; (vi) enter into or terminate any Hyde's Contract; (vii) make any expenditure for fixed assetsassets in excess of $10,000 for any single item or $100,000 in the aggregate; (viii) do or fail to do anything that will cause a breach of, or default under, any Hyde's Contract; or (ix) make any change (whether or not material) in its accounting procedures, methods, policies or practices or the manner in which Newco Hyde's maintains its records. (b) Notwithstanding subsection (a) above, prior to the Closing Date, Hyde's shall pay all accrued but unpaid bonuses owed by Hyde's to its employees.

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 SatellinkBuyer, Newco Target 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 Agreementcurrently being conducted, and without limiting the generality of the foregoing clause, Newco Target shall not do any of the following: (i) amend its articles of incorporation or bylaws, or merge, consolidate, liquidate or dissolve; (ii) issue any capital stock, any securities convertible or exchangeable into capital stock, or any options, warrants or rights with respect to capital stock, or split, subdivide or reclassify its capital stock; (iii) declare or pay any dividend or make any other distribution on its capital stock; (iv) increase the compensation or benefits of officers or employees of Newco Target or pay any bonuses except for normal and customary increases made or bonuses paid or accrued in accordance with past practices; (v) create or incur any Lien lien, encumbrance, mortgage, pledge, charge or security interest whatsoever on any of its properties; or, except for the issuance of insurance contracts or policies and the settlement of insurance claims in the ordinary course of business, incur or assume any guaranty or other liability to discharge an obligation of another, or incur or assume any obligations for money borrowed, or cancel or discount any material debt owed to it; (vi) enter into or terminate any Material Contract; (vii) make any expenditure for fixed assetsassets in excess of $1,000 for any single item or $10,000 in the aggregate; (viii) do or fail to do anything that will cause a breach of, or default under, any Material Contract; or (ix) make any change (whether or not material) in its accounting procedures, methods, policies or practices or the manner in which Newco Target maintains its records. (b) Notwithstanding subsection (a) above, prior to the Effective Time, Target shall pay all accrued but unpaid bonuses owed by Target to its employees.