Operation of Seller. Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, Seller shall:
Operation of Seller. Between the date hereof and the Effective Time of Closing, except as contemplated herein or except with the prior consent of Purchaser, which consent will not be unreasonably withheld, Seller shall: 33 A. conduct the Business in the ordinary course of business consistent with past practices;
Operation of Seller. 33 4.3 Consents.......................................................................................33 4.4 No Public Announcements or Negotiation with Others.............................................33 4.5 Reasonable Efforts to Satisfy Conditions.......................................................34 4.6 Bulk Transfer..................................................................................34 4.7 Change of Seller's Name........................................................................34 4.8 Vacate Real Property...........................................................................35 4.9
Operation of Seller. Subject to the provisions of Section 8(a), during the Agency Operations Period, Seller shall:
Operation of Seller. 31 4.3 Access.32 4.4 Exclusivity....................................................33 4.5 Schedules......................................................33 4.6
Operation of Seller. (a) Except as contemplated by this Agreement, during the period from the date of this Agreement until the Closing Date, the Seller shall use reasonable commercial efforts to, conduct its operations in the ordinary course, and preserve the Business, the Acquired Assets and the reputation of the Business. Without limiting the generality of the foregoing, prior to the Closing, the Seller shall not, without the written consent of the Buyer:
Operation of Seller. From the Closing Date until December 31, 2013, the functions of Seller shall be to (i) hold securities of the Company, (ii) exercise its rights and comply with its obligations under this Agreement, the New Operating Agreement and the Unitholders Agreement, (iii) act as co-borrower on credit facilities in existence on the date hereof, and (iv) exercise its rights and comply with its obligations under agreements with its securityholders and under its equity-based compensation instruments (such as stock appreciation rights and stock options), and it shall conduct no business (including the incurrence of any Indebtedness) other than as is necessary to fulfill this function, except with the written consent of Purchaser or any successor entity to Purchaser. Without limiting the foregoing, Seller shall ensure that at all times from the Closing Date until December 31, 2013, holders of its equity securities constituting at least a majority (on a fully-diluted basis) of the voting power of Seller’s outstanding stock shall have executed a Voting Agreement with Purchaser. Seller further agrees that, in the event its purchase right with respect to any of the shares of Seller’s Common Stock becomes exercisable under the Buy-Sell Agreement, Seller shall promptly assign its purchase right to Xxxxxxxxx and, to the extent Seller’s purchase right is not fully exercised by Xxxxxxxxx, Seller shall then assign its purchase right to Purchaser within the time frame permitted for Seller to exercise its purchase right under the Buy-Sell Agreement. Seller agrees to keep Purchaser reasonably informed of all developments related to the occurrence of any event that gives rise to Seller’s purchase right under the Buy-Sell Agreement and all determinations made by Seller and Xxxxxxxxx related thereto. Seller shall not enter into any amendment or modification to the Buy-Sell Agreement without the prior written consent of Purchaser.
Operation of Seller. During the two year period following the Closing, or for such longer period as there shall be an unresolved claim by Buyer against Seller under Article VIII hereof, Seller shall not, without the prior written consent of Buyer, (a) merge or consolidate with or into any other entity, cause any entity to be merged or consolidated with or into Seller, or dividend, distribute, convey, transfer or lease all or substantially all of its assets to any other entity unless the surviving entity, distributee, purchaser, transferee or lessee expressly assumes all the obligations of Seller hereunder, including, without limitation, pursuant to Article VIII; or (b) make any payment or distribution to any Stockholder or Affiliate of Seller or any Stockholder except (i) dividends from net income for any fiscal year during which Seller is an "S corporation" as defined in the Internal Revenue Code in an aggregate amount designed to reimburse the Stockholders for taxes imposed on the earnings attributable to them by virtue of their status as S corporation Stockholders; (ii) scheduled payments on Seller's indebtedness in the approximate amount of $2,200,000 owed to one or more Affiliates of Seller existing prior to the execution hereof; and (iii) ordinary and reasonable compensation for services rendered, consistent with past practice. Buyer will not withhold its consent to any action described in (b) above if such action is undertaken in connection with an initial public offering of Seller or other transaction which significantly enhances the financial position of Seller such that Seller's equity value (assets less liabilities) exceeds Four Million Dollars ($4,000,000), notwithstanding the action described in (b) above.
Operation of Seller. Except with the prior written consent of the Acquiror, which consent shall not be unreasonably withheld or delayed, between the Agreement Date and the Closing, Seller will:
Operation of Seller. From and after the date hereof Seller shall:
