Operation of Company’s Business. During the Interim Period:
(a) except as expressly required by this Agreement or as required by applicable Law, or with the prior written consent of Buyer, the Company shall (and shall cause each of the other Company Entities to) to conduct its business in the Ordinary Course of Business;
(b) except as expressly required by this Agreement, as required by applicable Law, or with the prior written consent of Buyer, the Company shall not (and shall ensure that each other Company Entity shall not), without the prior written consent of Buyer:
(i) hire any employees, consultants, or independent contractors, except replacements in the Ordinary Course of Business, in accordance with the Company’s business plans previously disclosed to Buyer, or as otherwise set forth on Schedule 5.1(b)(i),
(ii) increase the compensation (including any wages, salaries, bonuses, or other remuneration) or other payment to any director, officer, or employee of any Company Entity, whether now or hereafter payable or granted (other than increases or variations in base compensation in the Ordinary Course of Business consistent in timing and amount with past practices), in each case except as provided on Schedule 5.1(b)(ii),
(iii) dispose or lapse any rights in, to, or for the use of any Intellectual Property Right of any Company Entity or otherwise in any way materially impair any Intellectual Property Right of any Company Entity,
(iv) acquire, sell, assign, license, or otherwise transfer out of any Company Entity or into any Company Entity any Intellectual Property Rights,
(v) enter into, materially amend, terminate, or breach any Material Contract (other than entering into customer and vendor contracts and purchase orders in the Ordinary Course of Business and non-renewals in the Ordinary Course of Business),
(vi) allow any asset of any Company Entity to become subject to any lien (other than a Permitted Lien or a lien that will be released in full as of the Closing),
(vii) incur any Debt (excluding any interest on existing Debt),
(viii) except as set forth on Schedule 5.1(b)(viii), make any individual (or series of) capital expenditure(s), capital lease(s), or capital commitment(s) in excess of $100,000,
(ix) pay, discharge, or satisfy any Liability (whether accrued, absolute, contingent or otherwise) in excess of $100,000 other than the payment, discharge, or satisfaction of accounts payable or accrued expenses incurred in the Ordinary Course of Business and consistent in amount and ...
Operation of Company’s Business. (a) During the Pre-Closing Period, except as set forth in Section 4.2(a) of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement: (i) Company shall ensure that each of the Acquired Companies conducts its business and operations (A) in the Ordinary Course of Business, and (B) in material compliance with all applicable Laws and the requirements of all Company Contracts that constitute Material Contracts, (ii) Company shall use its Reasonable Efforts to ensure that each of the Acquired Companies preserves intact its current business organization, keeps available the services of its current officers and employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the respective Acquired Companies and (iii) without the prior written consent of Parent, which shall not be unreasonably withheld, (A) Company shall not, and shall cause each of the other Acquired Companies not to, take any affirmative action, or fail to take any reasonable action within its control, which action or failure to act is reasonably likely to result in any of the changes or events described in clauses (a) - (n) of Section 2.9 (other than those specified in Section 2.9(f) resulting from inaction), (B) Company shall keep in full force and effect, and without modification or amendment, or any lapse of coverage under, all insurance policies referred to in Section 2.13 of the Company Disclosure Schedule, (C) Company shall promptly notify Parent of (1) any written notice or other communication in writing from any Person alleging that the Consent of such Person is or may be required in connection with the Contemplated Transactions and (2) any Proceeding commenced or, to the best of its Knowledge threatened against, relating to or involving or otherwise affecting any of the Acquired Companies that relates to the consummation of the Contemplated Transactions, (D) Company shall not enter into any Contract providing for a hedging or derivative transaction of a nature described in Financial Accounting Standards Board Release No. 133 and (E) Company shall not grant any Company Options or restricted stock awards under the Company Stock Option Plan.
(b) During the Pre-Closing Period, Company shall promptly notify Parent in writing of: (i) the discovery by Company of any event, condition, fact or circumstance that occurred or existed on or p...
Operation of Company’s Business. Since September 30, 1997 through the date of this Agreement, none of Company or any of its subsidiaries has engaged in any transaction which, if closed after execution of this Agreement, would violate Section 5.3(c) hereof except as described or reflected in the Company SEC Documents or as set forth in Section 4.19 to the Company Disclosure Schedule.
Operation of Company’s Business. (a) Except as set forth on Part 4.2 of the Company Disclosure Schedule, during the Pre-Closing Period: (i) Company shall conduct its business and operations: (A) in the Ordinary Course of Business; and (B) in compliance with all applicable Legal Requirements and the requirements of all Contracts that constitute material Contracts; (ii) Company shall preserve intact its current business organization, keep available the services of its current officers and other employees and maintains its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with Company; and (iii) Company shall promptly notify FLAF of: (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; and (B) any Legal Proceeding against, relating to, involving or otherwise affecting Company that is commenced, or, to the Knowledge of Company, threatened against, Company.
(b) Except as set forth in Part 4.2 of the Company Disclosure Schedule, and subject to any Legal Requirement applicable to Company, during the Pre-Closing Period, Company agrees that it shall not, without the prior written consent of FLAF (which shall not be unreasonably withheld, conditioned or delayed) take any action set forth in Section 2.5(c)-(t).
Operation of Company’s Business. Interplay covenants and agrees that, except as otherwise contemplated by the Transaction Documents (including the Perry Release, the IP Assignment and the Contract Assignment and Assumption Agreement), it will not without the prior consent of Buyer, which consent will not be unreasonably withheld, cause or permit the Company to:
(a) conduct its business in any manner except in the Ordinary Course of Business consistent with prudent business custom and practice; or
(b) except as required by their terms, amend, terminate, fail to renew or renegotiate any Contract listed in Section 4.16 of the Company Disclosure Letter or default (or take or omit to take any action that, with or without the giving of notice or passage of time, would constitute a default) in any of its obligations under any such Contract or take any action that would jeopardize the continuance of its business relationships; or
(c) terminate, amend or fail to renew any existing insurance coverage; or
(d) terminate or fail to renew or preserve any Permits; or
(e) incur or agree to incur any obligation or liability (absolute or contingent) that cannot be terminated, without liability or penalty, by the Company on no more than 60 days notice and that individually calls for payment by the Company of more than $25,000 in any specific case or $50,000 in the aggregate; or
(f) make any loan, guaranty or other extension of credit, or enter into any commitment to make any loan, guaranty or other extension of credit, to or for the benefit of any director, officer, employee or stockholder of the Company or of any of their respective Affiliates; or
(g) sell, transfer, mortgage, encumber or otherwise dispose of any assets or any liabilities other than in the Ordinary Course of Business of the Company (and in no case will the Company sell, transfer, mortgage, encumber or otherwise dispose of any Intellectual Property); or
(h) declare, issue, make or pay any dividend or other distribution of assets, whether consisting of money, other personal property, real property, Intellectual Property, or other thing of value, to its shareholders; or
(i) amend its charter documents or bylaws; or
(j) hire any new employee, terminate any employee, or otherwise change the terms (including compensation) of any employee's employment; or
(k) make any investment, by purchase, contributions to capital, property transfers, or otherwise, in any other Person; or
(l) compromise or otherwise settle any claims in excess of $50,000; or
(...
Operation of Company’s Business. (a) Except as set forth on Section 4.3(a) of the Company Disclosure Schedule, as expressly required, contemplated or permitted by this Agreement, or as required by applicable Legal Requirements, during the Pre-Closing Period, Company shall and shall cause its Subsidiaries to: (i) continue to pay outstanding accounts payable and other current Liabilities (including payroll) when due and payable; and (ii) conduct its business and operations in the Ordinary Course of Business, and in material compliance with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Company Material Contracts.
(b) Without limiting the generality of the foregoing, during the Pre-Closing Period, except as set forth on Section 4.3(b) of the Company Disclosure Schedule, as expressly required, contemplated or permitted by this Agreement, or as required by applicable Legal Requirements, Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):
(i) (A) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any Company Units or (B) repurchase, redeem or otherwise reacquire any of its Company Units or other securities;
(ii) sell, issue or grant, or authorize the issuance of: (A) any capital stock or other security, (B) any option, warrant or right to acquire any capital stock or any other security, (C) any equity-based award or instrument convertible into or exchangeable for any capital stock or other security, or (D) any debt securities or any rights to acquire any debt securities;
(iii) amend the certificate of formation, operating agreement or other charter or organizational documents of Company, or effect or be a party to any merger, consolidation, share or unit exchange, business combination, recapitalization, reclassification of shares or units, unit split, reverse unit split or similar transaction;
(iv) form any Subsidiary or acquire any equity interest or other interest in any other Entity;
(A) lend money to any Person, (B) incur or guarantee any indebtedness for borrowed money, other than in the Ordinary Course of Business, (C) guarantee any debt securities of others, or (D) make any capital expenditure or capital commitment;
(vi) (A) adopt, establish or enter into any Company Employee Plan, (B) cause or permit any Company Employee Plan to be amended other than as required by ...
Operation of Company’s Business. The Company will act reasonably and in good faith, but will have sole discretion in operating the business of the Company following the Closing and will have the exclusive right to establish the prices and discounts, payment terms and all other terms and conditions of all sales of its products or services, regardless of how its decisions affect any of the Bonus Payments.
Operation of Company’s Business. Until the Closing, Sellers will and will cause Company to:
(a) conduct Company’s business in the ordinary course and in a manner consistent with prudent industry practice and consistent with the Budget;
(b) preserve intact the current business organization of Company
(c) comply in all material respects with all Legal Requirements applicable to Company; and
(d) conduct Company’s billing and bookkeeping practices, including with respect to postage deposits, in the ordinary course and in a manner consistent with any governing Contracts and prudent industry practice and policy.
Operation of Company’s Business. (a) Except as set forth on Schedule 4.3 of the Company Disclosure Letter and as expressly and specifically contemplated by this Agreement and the Contemplated Transactions, during the Pre-Closing Period: (i) the Company shall conduct its business and operations: (A) in the Ordinary Course of Business; and (B) in compliance with all applicable Legal Requirements ; and (ii) the Company shall promptly notify the Acquiror of: (A) any notice or other communication from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions; (B) any Legal Proceeding against the Company (or any of its officers or directors and relating to the Acquiror) that is commenced, or, to the Knowledge of the Company, threatened in writing against the Company and (C) any notice or other communication from any Person alleging that any payment or other obligation is or will be owed to such party at any time before or after the date of this Agreement, except for invoices or other communications related to agreements or dealings in the Ordinary Course of Business, payments or obligations related to the Contemplated Transactions or payments or obligations identified in this Agreement, including the Company Disclosure Letter.
(b) During the Pre-Closing Period, the Company shall promptly notify the Acquiror in writing, by delivery of an updated Company Disclosure Letter, of: (i) the discovery by the Company of any event, condition, fact or circumstance that occurred or existed on or prior to the date of this Agreement and that caused or constitutes a material inaccuracy in any representation or warranty made by the Company in this Agreement; (ii) any event, condition, fact or circumstance that occurs, arises or exists after the date of this Agreement and that would cause or constitute a material inaccuracy in any representation or warranty made by the Company in this Agreement if: (A) such representation or warranty had been made as of the time of the occurrence, existence or discovery of such event, condition, fact or circumstance; or (B) such event, condition, fact or circumstance had occurred, arisen or existed on or prior to the date of this Agreement; (iii) any material breach of any covenant or obligation of the Company; and (iv) any event, condition, fact or circumstance that could reasonably be expected to make the timely satisfaction of any of the conditions set forth in Sections 6, 7 or 8 impossible or materially ...
Operation of Company’s Business. The Red River Shareholders and the Company (for purposes of this Section 5, all references to the "Company" shall include each of the Company's subsidiaries, if any) hereby agree that from and after the date hereof to the Closing Date, except as otherwise contemplated by this Agreement, the Company shall conduct its business solely in the ordinary course consistent with past practices, and the Company shall, and the Red River Shareholders shall cause the Company to:
