Operation of Parent. (a) Except as specifically provided in this Agreement between the date of this Agreement and the Effective Time, Parent 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 Parent Tax Returns on or before the due date therefore 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); (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent 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 M&G’s, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall: (i) issue any capital stock to insiders or management of either the Parent or Merger Sub (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) 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 Parent or Merger Sub; (ii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices; (iii) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment; (iv) violate any law or governmental approval, including, without limitation any federal or state securities laws; (v) amend its Articles of Incorporation or Bylaws;
Appears in 1 contract
Operation of Parent. From the date of hereof to the Closing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted by or provided in this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements, or except as consented to in writing by the Sellers' Representatives (which consent shall not be unreasonably withheld or delayed), Parent agrees that:
(a) Except Parent shall, and shall cause each Parent Subsidiary to, conduct its business only in the ordinary and usual course and substantially in the same manner as specifically heretofore conducted.
(b) Parent shall, and shall cause US Acquisition Sub and US Acquisition Sub II to, perform all acts to be performed by it pursuant to this Agreement, any other Operative Agreements and the Integration Plan and the Integration Agreements and shall refrain from taking any action (other than any action permitted by or provided in this Agreement between Agreement) that would result in the representations and warranties of Parent, US Acquisition Sub or US Acquisition Sub II hereunder becoming untrue in any material respect or any of the conditions to Closing not be satisfied. Without limiting the generality of the foregoing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted or contemplated by this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements or except as consented to in writing by the Sellers' Representatives (which consent will not be unreasonably withheld or delayed), from the date of this Agreement and hereof to the Effective TimeClosing, Parent shallshall not, and shall cause each Parent Subsidiary not to:
(i) maintain amend its books certificate of account and records in the usual and ordinary manner, and in conformity with its past practicesincorporation or bylaws (or similar organizational documents) or adopt or pass further regulations or resolutions inconsistent therewith;
(ii) pay accounts payable and other obligations when they become due and payable than in the ordinary course of business consistent with past practices except practice (A) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of any other Person (other than any Parent Subsidiary), or (B) make any loans, advances or capital contributions to, or investments in, any other Person (other than to the extent disputed in good faithany Parent Subsidiary), or enter into any material Contract;
(iii) conduct its businessacquire, if anyby merging or consolidating with or by purchasing equity interests in or assets of any other Person or otherwise, any material assets of or any equity interests in the ordinary course consistent with past practices, or as required by this Agreementany other Person;
(iv) pay all taxes when due and file all Parent Tax Returns on pay, discharge or before satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than (A) the due date therefore 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 payment, discharge or prior to the Closing Date);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other personsatisfaction, 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 M&G’s, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:
(i) issue any capital stock to insiders or management of either the Parent or Merger Sub (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) 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 Parent or Merger Sub;
(ii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;
practice, or as required by their terms, of liabilities reflected or specifically reserved against in or contemplated by the Parent Interim Balance Sheet, (iiiB) commit claims, liabilities or obligations that are incurred after the date thereof in the ordinary course of business consistent with past practice or that are immaterial liabilities if not incurred in the ordinary course of business or (C) the payment discharge or satisfaction in the ordinary course of business consistent with past practice of obligations under any act Contracts or omit Licenses to do which Parent or any act which will cause a breach Parent Subsidiary is bound as of the date hereof or entered into after the date of this Agreement or any other material agreement, contract, lease or commitment;
(iv) violate any law or governmental approval, including, without limitation any federal or state securities laws;
in accordance with the limitations set forth in this Section 6.1; (v) amend its Articles of Incorporation pay, discharge or Bylawssatisfy any material Lien unless required by the terms thereof or the documents evidencing or governing any related indebtedness;
Appears in 1 contract
Operation of Parent. From the date of hereof to the Closing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted by or provided in this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements, or except as consented to in writing by the Sellers' Representatives (which consent shall not be unreasonably withheld or delayed), Parent agrees that:
(a) Except Parent shall, and shall cause each Parent Subsidiary to, conduct its business only in the ordinary and usual course and substantially in the same manner as specifically heretofore conducted.
(b) Parent shall perform all acts to be performed by it pursuant to this Agreement, any other Operative Agreements and the Integration Plan and the Integration Agreements and shall refrain from taking any action (other than any action permitted by or provided in this Agreement between Agreement) that would result in the representations and warranties of Parent hereunder becoming untrue in any material respect or any of the conditions to Closing not be satisfied. Without limiting the generality of the foregoing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted or contemplated by this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements or except as consented to in writing by the Sellers' Representatives (which consent will not be unreasonably withheld or delayed), from the date of this Agreement and hereof to the Effective TimeClosing, Parent shall:
(i) maintain its books of account and records in the usual and ordinary mannershall not, and in conformity with shall cause each Parent Subsidiary not to: amend its past practices;
certificate of incorporation or bylaws (iior similar organizational documents) pay accounts payable and or adopt or pass further regulations or resolutions inconsistent therewith; other obligations when they become due and payable than in the ordinary course of business consistent with past practices except to the extent disputed in good faith;
practice (iiiA) conduct its business, if any, in the ordinary course consistent with past practicesincur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of any other Person (other than any Parent Subsidiary), or as required by this Agreement;
(iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefore except to the extent disputed in good faith;
(vB) make appropriate provisions in its books of account and records for taxes relating to its operations during such period any loans, advances or capital contributions to, or investments in, any other Person (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);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing other than to any Parent 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 M&G’s, between the date of this Agreement and the Effective Time (or termination of this AgreementSubsidiary), neither Parent nor Merger Sub shall:
(i) issue or enter into any capital stock to insiders material Contract; acquire, by merging or management consolidating with or by purchasing equity interests in or assets of either the Parent any other Person or Merger Sub (except for the issuance otherwise, any material assets of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) or any optionsequity interests in any other Person; pay, warrants discharge or satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other rights to subscribe for than (A) the payment, discharge or purchase any capital stock or any securities convertible into or exchangeable or exercisable forsatisfaction, or rights to purchase or otherwise acquire, any shares of the capital stock of Parent or Merger Sub;
(ii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;practice, or as required by their terms, of liabilities reflected or specifically reserved against in or contemplated by the Parent Interim Balance Sheet, (B) claims, liabilities or obligations that are incurred after the date thereof in the ordinary course of business consistent with past practice or that are immaterial liabilities if not incurred in the ordinary course of business or (C) the payment discharge or satisfaction in the ordinary course of business consistent with past practice of obligations under any Contracts or Licenses to which Parent or any Parent Subsidiary is bound as of the date hereof or entered into after the date of this Agreement in accordance with the limitations set forth in this Section 6.1; pay, discharge or satisfy any material Lien unless required by the terms thereof or the documents evidencing or governing any related indebtedness; permit or allow any of its respective material properties or assets, real, personal or mixed, tangible or intangible, to be subjected to any Lien, except for any Permitted Liens incurred in the ordinary course of business consistent with past practice; cancel any material debts or claims, or waive any rights of material value or, sell, transfer or convey any of its respective material properties or assets, real, personal or mixed, tangible or intangible; enter into any employment or severance agreement with any partner, officer, director, shareholder or employee thereof who receives or would receive annual compensation in excess of US$100,000; enter into or amend any bonus, pension, profit- sharing or other plan, commitment, policy or arrangement in respect of the compensation payable or to become payable to any of its officers, directors or employees (other than salary increases in the ordinary course of business consistent with past practice to employees who are not officers or directors of Parent which, in the aggregate, are not material and year-end bonuses in the ordinary course of business consistent with past practice); make any pension, retirement, profit sharing, bonus or other employee welfare or benefit payment or contribution, other than in the ordinary course of business consistent with past practice, or voluntarily accelerate the vesting of any compensation or benefit; declare, pay or make, or set aside for payment or making, any dividend or other distribution in respect of its capital stock or other securities, or directly or indirectly redeem, purchase or otherwise acquire any of its capital stock or other securities, other than dividends paid or payable by a wholly owned Parent Subsidiary to Parent or another wholly owned Parent Subsidiary; other than pursuant to the Parent Stock Plans, issue, allot, create, grant or sell any shares of its capital stock or any equity security or issue, grant or sell any security, option, warrant, call, subscription or other right of any kind, fixed or contingent, that directly or indirectly calls for the issuance, allotment, sale, pledge or other disposition of any shares of its capital stock or other equity securities; make any change in any accounting or tax principles, practices or methods, except as may be required by applicable generally accepted accounting principles or applicable Law; make any material tax election or settle or compromise any material income tax liability; terminate or amend or fail to perform any of its obligations under any material Contract to which it is a party or by which it or any of its assets are bound; enter into any material joint venture or partnership; settle any material lawsuits, claims, actions, investigations or proceedings; or authorize or enter into any obligations or commitment (or otherwise agree) to take any of the foregoing actions.
(c) Parent shall, and shall cause each Parent Subsidiary to, give prompt notice to the Sellers' Representatives of (i) any Parent Material Adverse Effect, (ii) any change which makes it likely that any representation or warranty set forth in this Agreement regarding Parent will not be true in any material respect at the Integration Commencement Date or the Closing, as applicable, or would be likely to cause any condition to the obligations of any party hereto to consummate the transactions contemplated by this Agreement not to be satisfied or (iii) commit the failure of Parent to comply with or satisfy any act covenant or omit agreement to do any act be complied with or satisfied by it pursuant to this Agreement and the other Operative Agreements which will would likely cause a breach condition to the obligations of any party to effect the transactions contemplated by this Agreement or any other material agreement, contract, lease or commitment;not to be satisfied.
(ivd) violate any law or governmental approvalParent shall, includingand shall cause each Parent Subsidiary to, without limitation any federal or state securities laws;use commercially reasonable efforts to take such action as may be necessary to maintain, preserve, renew and keep in full force and effect its existence and its material rights and franchises.
(ve) amend Parent shall, and shall cause each Parent Subsidiary to, use commercially reasonable efforts to preserve intact the existing relationships with its Articles clients and employees and others with respect to the businesses with which it has business relationships. Parent shall, and shall cause each Parent Subsidiary to, permit the Shareholders' Representatives or their designees to contact suppliers, customers and employees in coordination with the personnel of Incorporation Parent or Bylaws;such Parent Subsidiary for purposes of facilitating the transactions contemplated hereby.
Appears in 1 contract
Operation of Parent. From the date hereof to the Closing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted by or provided in this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements, or except as consented to in writing by the Sellers' Representatives (which consent shall not be unreasonably withheld or delayed), Parent agrees that:
(a) Except Parent shall, and shall cause each Parent Subsidiary to, conduct its business only in the ordinary and usual course and substantially in the same manner as specifically heretofore conducted.
(b) Parent shall, and shall cause US Acquisition Sub and Australia Acquisition Sub to, perform all acts to be performed by it pursuant to this Agreement, any other Operative Agreements and the Integration Plan and the Integration Agreements and shall refrain from taking any action (other than any action permitted by or provided in this Agreement between Agreement) that would result in the representations and warranties of Parent, US Acquisition Sub or Australia Acquisition Sub hereunder becoming untrue in any material respect or any of the conditions to Closing not be satisfied. Without limiting the generality of the foregoing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted or contemplated by this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements or except as consented to in writing by the Sellers' Representatives (which consent will not be unreasonably withheld or delayed), from the date of this Agreement and hereof to the Effective TimeClosing, Parent shallshall not, and shall cause each Parent Subsidiary not to:
(i) maintain amend its books certificate of account and records in the usual and ordinary manner, and in conformity with its past practicesincorporation or bylaws (or similar organizational documents) or adopt or pass further regulations or resolutions inconsistent therewith;
(ii) pay accounts payable and other obligations when they become due and payable than in the ordinary course of business consistent with past practices except practice (A) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of any other Person (other than any Parent Subsidiary), or (B) make any loans, advances or capital contributions to, or investments in, any other Person (other than to the extent disputed in good faithany Parent Subsidiary), or enter into any material Contract;
(iii) conduct its businessacquire, if anyby merging or consolidating with or by purchasing equity interests in or assets of any other Person or otherwise, any material assets of or any equity interests in the ordinary course consistent with past practices, or as required by this Agreementany other Person;
(iv) pay all taxes when due and file all Parent Tax Returns on pay, discharge or before satisfy any claims, liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than (A) the due date therefore 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 payment, discharge or prior to the Closing Date);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other personsatisfaction, 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 M&G’s, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:
(i) issue any capital stock to insiders or management of either the Parent or Merger Sub (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) 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 Parent or Merger Sub;
(ii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;
practice, or as required by their terms, of liabilities reflected or specifically reserved against in or contemplated by the Parent Interim Balance Sheet, (iiiB) commit claims, liabilities or obligations that are incurred after the date thereof in the ordinary course of business consistent with past practice or that are immaterial liabilities if not incurred in the ordinary course of business or (C) the payment discharge or satisfaction in the ordinary course of business consistent with past practice of obligations under any act Contracts or omit Licenses to do which Parent or any act which will cause a breach Parent Subsidiary is bound as of the date hereof or entered into after the date of this Agreement or any other material agreement, contract, lease or commitment;
(iv) violate any law or governmental approval, including, without limitation any federal or state securities lawsin accordance with the limitations set forth in this Section 6.1;
(v) pay, discharge or satisfy any material Lien unless required by the terms thereof or the documents evidencing or governing any related indebtedness;
(vi) permit or allow any of its respective material properties or assets, real, personal or mixed, tangible or intangible, to be subjected to any Lien, except for any Permitted Liens incurred in the ordinary course of business consistent with past practice;
(vii) cancel any material debts or claims, or waive any rights of material value or, sell, transfer or convey any of its respective material properties or assets, real, personal or mixed, tangible or intangible;
(viii) enter into any employment or severance agreement with any partner, officer, director, shareholder or employee thereof who receives or would receive annual compensation in excess of US$100,000;
(ix) enter into or amend any bonus, pension, profit- sharing or other plan, commitment, policy or arrangement in respect of the compensation payable or to become payable to any of its Articles officers, directors or employees (other than salary increases in the ordinary course of Incorporation business consistent with past practice to employees who are not officers or Bylawsdirectors of Parent which, in the aggregate, are not material and year- end bonuses in the ordinary course of business consistent with past practice);
(x) make any pension, retirement, profit sharing, bonus or other employee welfare or benefit payment or contribution, other than in the ordinary course of business consistent with past practice, or voluntarily accelerate the vesting of any compensation or benefit;
(xi) declare, pay or make, or set aside for payment or making, any dividend or other distribution in respect of its capital stock or other securities, or directly or indirectly redeem, purchase or otherwise acquire any of its capital stock or other securities, other than dividends paid or payable by a wholly owned Parent Subsidiary to Parent or another wholly owned Parent Subsidiary;
Appears in 1 contract
Operation of Parent. From the Execution Date until the Closing, Parent shall (ai) Except as specifically provided conduct its business operations in this Agreement between the date Ordinary Course of this Agreement Business, (ii) preserve substantially intact its business organization and (iii) preserve its present relationships and goodwill with customers, suppliers and other Persons with which it has material business relations. Without limiting the generality of the foregoing, except for any requirements of CMS or any other Governmental Authority, Parent shall not take any of the following actions from the Execution Date until the Effective Time, Parent shallwithout the prior written consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed:
(i) maintain its books Amend or modify the articles of account and records in incorporation or bylaws of Parent or amend, modify, terminate, violate the usual and ordinary mannerrequirements of, and in conformity with its past practicesor let lapse any Permits or Licenses held by the Parent;
(ii) pay accounts payable and issue, deliver, sell, authorize, pledge or otherwise encumber any shares of capital stock, stock options or other obligations when they become due and payable in the ordinary course equity or any securities convertible into shares of business consistent with past practices except capital stock or other equity, or subscriptions, rights, warrants or options to the extent disputed in good faithacquire any shares of capital stock or other equity or any securities convertible into shares of capital stock or other equity, or enter into other agreements or commitments of any character obligating Parent to issue any such shares or convertible securities;
(iii) conduct its businesssell, if anyassign, transfer, distribute, lease, license, impose (or cause or allow to be imposed) any Encumbrance (other than a Permitted Encumbrance) on, or otherwise dispose of, or agree to sell, assign, transfer, distribute, lease, license, impose (or cause or allow to be imposed) any Encumbrance (other than a Permitted Encumbrance) on, or otherwise dispose of, any material assets of Parent other than in the ordinary course consistent with past practices, or as required by this AgreementOrdinary Course of Business;
(iv) pay all taxes when due and file all amend, modify or cease performing in any respect, perform or fail to perform in any manner that could cause a material breach of or default under, or terminate (or cause termination of), or transfer or assign (in whole or in part), any Parent Tax Returns on or before the due date therefore except to the extent disputed in good faithMaterial Contract;
(v) make appropriate provisions in its books or change any Tax election, adopt or change any Tax accounting method, file any amended Tax Return, enter into any closing agreement with respect to Taxes of account and records for taxes Parent, settle or compromise any Tax claim or assessment of Parent, surrender any right to a refund with respect to Taxes of Parent, change an annual reporting period, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment of Parent, or take any other similar action relating to its operations during the filing of any Tax Return or the payment of any Tax, if such period (regardless election, adoption, change, amendment, agreement, settlement, surrender, consent or other action would have the effect of whether materially increasing the Tax liability of such taxes are required to be reflected in a tax return having a due date on entity or prior to the Closing Date)materially decreasing any Tax attribute of such entity;
(vi) withhold all taxes required to be withheld and remitted by acquire any entity or on behalf interest therein;
(vii) other than in the Ordinary Course of Business, increase the Parent in connection with amounts paid direct compensation, bonus compensation, or owing other compensation or benefits payable to any Parent personnel employee, independent contractor physician, director or other personofficer;
(viii) declare, and pay such taxes to the proper governmental authority pay, or set aside such taxes any dividend or other distribution (whether in accounts for such purposecash, stock, or property, or any combination thereof) in respect of its capital stock or other securities or redeem, purchase or otherwise acquire or offer to acquire any shares of its capital stock or other securities;
(bix) Without the prior written consent of M&G’samend any Employee Benefit Plan or Other Plan, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:other than amendments that are required by applicable Legal Requirements;
(ix) issue any change its authorized capital stock structure or authorize for issuance, issue, sell, grant, pledge or dispose of, or agree or commit to insiders issue, sell, grant, pledge or management dispose of either the Parent or Merger Sub (except for whether through the issuance or granting of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable forwarrants, or commitments, subscriptions, rights to purchase or otherwise acquire, otherwise) any shares stock of any class of the capital stock of Parent Company or Merger Subany other securities or equity equivalents;
(xi) other than in conjunction with the Working Capital Note, (i) prepay any loans (if any) from Parent’s shareholders (in their capacity as such), officers or directors or any Person affiliated with any of the foregoing, (ii) sell make any change in its borrowing arrangements, (iii) waive, release or assign any material rights or claims, other than in the Ordinary Course of Business or (iv) incur any Indebtedness other than under its existing credit facilities;
(xii) make, authorize or incur any capital expenditures which individually exceed $50,000, or in the aggregate, exceed $250,000, except in the Ordinary Course of Business;
(xiii) change, alter or terminate any promotions, discounts, pricing, credit, payment or other terms with any customer or vendor, except in the Ordinary Course of Business;
(xiv) enter into any new line of business or discontinue any line of business;
(xv) make any change in the policies or practices of Parent with respect to the payment of accounts payable or accrued expenses, the collection of accounts receivable, or cash management (including with respect to purchases of inventory and supplies, repairs and maintenance, levels of capital expenditures, pricing and credit practices and operation of cash management practices generally) except in the Ordinary Course of Business;
(xvi) make any change in the accounting practices or principles with regard to Parent, other than as required by GAAP;
(xvii) allow to lapse, fail to maintain, abandon or otherwise dispose of any assets of Parent, or properties except in the ordinary course Ordinary Course of business consistent with past practicesBusiness;
(iiixviii) commit commence any act Action or omit settle or compromise any pending or threatened Action that (i) is material to Parent or (ii) involves monitoring or reporting obligations to any Governmental Authority;
(xix) incur any obligation or liability to any of Parent’s officers, directors, shareholders, Business Employees or affiliated physicians or any loans or advances made by Parent to any of its officers, directors, shareholders, Business Employees or affiliated physicians;
(xx) adjust, split, combine, subdivide or reclassify, or redeem, repurchase or otherwise acquire any shares of its capital stock or other equity interests, as the case may be, or effect any like change in the capitalization of the Company;
(xxi) enter into any strategic alliance, affiliate agreement or joint marketing arrangement or agreement;
(xxii) cancel, amend or renew any material insurance policy; or
(xxiii) enter into any executory agreement, commitment or undertaking to do any act which will cause a breach of this Agreement or any other material agreementthe activities prohibited by the foregoing provisions. For the avoidance of doubt, contract, lease or commitment;
(iv) violate any law or governmental approval, including, without limitation any federal or state securities laws;
(v) amend its Articles nothing contained herein shall permit Company to control the operation of Incorporation or Bylaws;the Parent.
Appears in 1 contract
Operation of Parent. (a) Except as specifically provided in this Agreement between the date of this Agreement and the Effective Time, Parent shall:shall (and has):
(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 Parent Tax Returns on or before the due date therefore 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);
(vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose;
(vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange Act, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and
(viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board.
(b) Without the prior written consent of M&G’sthe Company, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall:shall (and neither has):
(i) issue any capital stock to insiders or management of either the Parent or Merger Sub (except for the issuance of 25,000 shares to Xxxx Xxxxxxxx, Parent Common Stock Stock, Exchange Warrants or common stock of Merger Sub specifically contemplated by this Agreement) 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 Parent or Merger Sub;
(ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock of Parent, except as specifically contemplated by this Agreement;
(iii) grant any increase in the compensation payable, or to become payable, to any Parent or Merger Sub personnel or enter into any bonus, insurance, pension, severance, change-in-control or other benefit plan, payment, agreement or arrangement for or with any Parent or Merger Sub personnel, except as consistent with past practices in the ordinary course of business;
(iv) borrow or agree to borrow any funds, incur any indebtedness or directly or indirectly guarantee or agree to guarantee the obligations of others, or draw or borrow on any lines of credit that may be available to Parent or Parent Sub;
(v) except as specifically contemplated by this Agreement, the Letter of Intent or by the LCC Merger Agreement, enter into any agreement, contract, lease or other commitment;
(vi) place or allow to be placed a lien on any of the assets of Parent or Merger Sub;
(vii) except as specifically contemplated by this Agreement, cancel, discount or otherwise compromise any indebtedness owing to Parent or any claims which Parent may possess or waive any rights of material value;
(viii) sell or otherwise dispose of any assets of Parent, except in the ordinary course of business consistent with past practices;
(iiiix) commit any act or omit to do any act which will cause a breach of this Agreement or any other material agreement, contract, lease or commitment;
(ivx) violate any law or governmental approval, including, without limitation any federal or state securities laws;
(vxi) make any loan, advance, distribution or payment of any type or to any Person other than as specifically contemplated by this Agreement or the LCC Merger Agreement;
(xii) amend its Articles of Incorporation, Certificate of Designation or Bylaws other than the filing of an amendment and restatement of the Articles of Incorporation of Parent, in a form reasonably acceptable to the Company, which changes the authorized capital stock of the Company to include 200,000,000 shares of Parent Common Stock and 10,000,000 shares of preferred stock, 1,000,000 of which is designated New Parent Preferred Stock (the “Amended Articles”);
(xiii) merge or Bylawsconsolidate with, or agree to merge or consolidate with, or purchase substantially all of the assets of, or otherwise acquire any business or any Person or division thereof;
(xiv) make any tax election or settle or compromise any tax liability other than in the ordinary course of business consistent with past practices;
(xv) lease or purchase or agree to lease or purchase any assets or properties; or
(xvi) take any action or series of actions that results in or is likely to result in (i) the delisting of the Parent Common Stock from trading on the OTC Bulletin Board, or (ii) Parent losing its status as a reporting company in good standing under the Exchange Act.
Appears in 1 contract
