Operation of Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall:
(i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices;
(ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith;
(iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement;
(iv) pay all taxes when due and file all Company Tax Returns on or before the due date therefor except to the extent disputed in good faith;
(v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); and
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Company in connection with amounts paid or owing to any Company personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose.
(b) Without the prior written consent of SOLS, between the date of this Agreement and the Closing Date (or termination of this Agreement), the Company shall not:
(i) except contemplated by this Agreement, issue or promise to issue any capital stock or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of the Company;
(ii) declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock;
(iii) enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts;
(iv) transfer, assign or license to an...
Operation of Company. From and after the date hereof through the Closing, the Company shall not enter into any transaction or take any action other than in the ordinary course of business, except that the Company may enter into such transactions and take such other actions outside of the ordinary course of business, in each case as may be specifically approved in writing by the Purchasers.
Operation of Company. 25 6.4.1 Operations During Transition Period. .............................25 6.4.2 Absorption of Existing Channels. .................................25 6.4.3 German Venture Expenses. .........................................25 6.4.4 Services Provided by PEGI. .......................................25 6.4.5 Creation of Local Ventures and Provision for Local Partners. ......26 6.4.6 Supplemental Programs. ...........................................26 6.4.7 Playboy TV Lite....................................................27 6.4.8 Venus and Spice Hot. .............................................27 6.4.9 U.S. Activities....................................................28 6.4.10
Operation of Company. 36 8.2 Exclusivity................................................36
Operation of Company. After Closing, Purchaser agrees that -------------------- the Company will not be merged or combined with any subsidiary of the Purchaser which owns or operates car washes. After Closing, the Purchaser shall make available to the Company a minimum of One Million Five Hundred Thousand ($1,500,000) Dollars in working capital on an as-needed basis. After Closing, the Company's President shall be Xxxxx Xxxxxxx who will be employed under the terms of an Employment Agreement executed between the Purchaser and Xxxxx Xxxxxxx, at Closing.
Operation of Company. After the Closing, the Purchaser shall have control over the ownership and operations of the Company, provided, however, that, prior to the end of the Measurement Period, Purchaser (a) use its best efforts to operate the Company in a commercially reasonable manner; (b) shall not operate the Company for the purpose of reducing the Purchase Price, (c) shall follow prudent business practices with respect to billing, payments, and management of the Company, (d) shall use its best efforts to maintain client relationships and not terminate client relationships other than for cause; and (d) shall not take any actions which cause clients to terminate their relationship with the Company.
Operation of Company. Buyer acknowledges that Company shall maintain its current management, consistent with the Consulting Agreements referred to in subsection 6.3.3 hereof and any Employment Agreements referred to in Section 7.4 hereof provided Company reasonably performs in accordance with its Projections which projections shall be agreed upon by Company and Buyer and are attached hereto and incorporated herein as Schedule 6.
Operation of Company. Buyer shall manage the Company in accordance with Buyer's legal duty to exercise reasonable business judgment in the best interests of Company and shareholders. Buyer shall have no liability to Seller for actions of the Company taken by Buyer during the Earn-Out Period in the exercise of Buyer's reasonable business judgment. However, Buyer agrees not to manage or permit Company or any of Buyer's affiliates to manage, any customer relationships or contracts, project scheduling, or invoicing of Buyer, Company or any of Buyer's affiliates in a manner inconsistent with their normal and customary practices or in a manner calculated (i) to move from 1998 to 1997 revenues which otherwise would be recorded in 1998 in the ordinary course of business, or (ii) to move from 1998 to 1999 or later years revenues which otherwise would be recorded in 1998 in the ordinary course of business.
Operation of Company. Company shall be operated in such a manner that it would not be substantively consolidated in the trust estate of another Person (that is, such that the separate legal existence of Company and such Person would be disregarded) and in that regard, the Company shall:
(i) not engage in any action that would cause the separate legal identity of the Company not to be respected, including, without limitation, (a) holding itself out as being liable for the debts of any other party or (b) acting other than through its duly authorized agents;
(ii) not incur, assume or guarantee any indebtedness except for such indebtedness as may be incurred by the Company in connection with the issuance of the Certificates or as otherwise permitted by the Certificate Insurer;
(iii) not commingle its funds with those of any other entity;
(iv) act solely in its name in the conduct of its business and shall conduct its business so as not to mislead others as to the identity of the entity with which they are concerned;
(v) maintain company records and books of account and shall not commingle its company records and books of account with the records and books of account of any entity;
(vi) not engage in any business or activity other than in connection with or relating to the Articles of Incorporation and/or Bylaws;
(vii) not form, or cause to be formed, any subsidiaries;
(viii) comply with all restrictions and covenants in, and shall not fail to comply with the corporate formalities established in, the Articles of Incorporation and/or Bylaws;
(ix) maintain separate bank accounts;
(x) manage its day-to-day business without the involvement of First Sierra;
(xi) maintain a separate office from that of First Sierra;
(xii) not act as an agent of First Sierra; and
(xiii) maintain at all times two independent directors as required by the Articles of Incorporation and/or Bylaws.
Operation of Company. During the Measurement Period, each of Buyer and Company will, except with the unanimous consent of all of the directors of Buyer and Company, operate the business in the ordinary course and in a manner reasonably consistent with past practice and the budget for the Company; maintain warehouse credit facilities in substantially the same amounts and on the same conditions as set forth in Schedule 3.10 hereto and as are generally available to banks such as the Company; not acquire (including without limitation, by merger, consolidation, or acquisition of stock or assets) or form any corporation, partnership, other business organization or division thereof that will be merged with or own the Company or which will utilize the assets, personnel, credit facility, or other operations of the Company; not enter into any employment, consulting, or agency agreement, or terminate any such agreement, or fire or lay-off any employee (other than for cause), which will in any fashion impact the profit and loss statement of Company, or change or cause to be changed the compensation and benefits payable or to become payable to the employees of Company; not grant any severance or termination pay to any employee of Company, or establish, adopt, amend, discontinue, terminate or freeze any bonus, profit sharing, ERISA Employee Plan applicable to the Company or any employee of the Company, except as and when required by applicable law; or not take any action to change, alter, amend any accounting policies and procedures, including procedures with respect to accounts payable and collection of accounts receivable, except where necessary to remain consistent with the accounting practices of the consolidated financial statements of Buyer; provided, however, that notwithstanding the foregoing, Buyer will be permitted simultaneously with the Closing to file a certificate of merger to effect a merger of Company into a wholly owned subsidiary of the Company, Progressive Lending Inc., a Delaware corporation, for all purposes in this Agreement the Company shall refer to both the pre-merger and post-merger companies.
