Operation of the Businesses of the Acquired Companies. Between the date of this Agreement and the Closing Date, Sellers will, and will cause each Acquired Company to:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business;
(b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(c) confer with Buyer concerning operational matters of a material nature; and
(d) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.
Operation of the Businesses of the Acquired Companies. (a) Until the Closing, except as otherwise set forth in this Agreement or Section 5.2(a) of the Seller Disclosure Schedule, required by Law or as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will cause the Acquired Companies to conduct their business in the ordinary course of business in substantially the same manner as heretofore conducted, and, to the extent consistent therewith, use commercially reasonable efforts to preserve the relationships of the Acquired Companies with their customers, suppliers, distributors, licensors, licensees, and others doing business with them and to preserve the goodwill and ongoing operations of the Acquired Companies.
(b) Until the Closing, except as otherwise set forth in this Agreement or Section 5.2(b) of the Seller Disclosure Schedule or as otherwise consented to by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not cause or permit any Acquired Company to:
(i) amend its Organizational Documents;
(ii) issue, sell or pledge additional shares of its capital stock or securities convertible into any such shares, or any options, warrants or rights to acquire any such shares or other convertible securities;
(iii) purchase, redeem or otherwise acquire any outstanding shares of its capital stock;
(iv) declare, set aside or pay any dividend or other distribution in respect of its capital stock, other than in cash in the ordinary course of business in connection with the Company’s cash management practices;
(v) pay, discharge, waive or satisfy, any Indebtedness other than in the ordinary course of business;
(vi) adopt or change accounting methods or practices (including any change in depreciation or amortization policies), except as required by GAAP or applicable Law;
(vii) make or change any Tax election, adopt or change any Tax accounting method, enter into any closing agreement with respect to Taxes, settle or compromise any material Tax claim or assessment, consent to any extension or waiver of the limitation period applicable to any material Tax claim or assessment or file any material Tax Return or any amended Tax Return unless a copy of such Tax Return has been delivered to the Purchaser for review a reasonable time prior to filing;
(viii) make any loan to any Person or purchase debt securities of any Person or amend the terms of any outstanding loan agreement;
(ix) incur any Indebtedn...
Operation of the Businesses of the Acquired Companies. Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company to:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business;
(b) not enter into (i) any transaction other than in the Ordinary Course of Business, (ii) any transaction which is not at arms-length with unaffiliated third Persons or (iii) any transaction with any Affiliate;
(c) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(d) confer with Buyer concerning operational matters of a material nature; and
(e) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of such Acquired Company.
Operation of the Businesses of the Acquired Companies. Between the date of this Agreement and the Closing Date, each Acquired Company will:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business;
(b) use its Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(c) take commercially reasonable measures and precautions necessary to protect the confidentiality and value of each Primal Intellectual Property Asset (except Primal Intellectual Property Assets whose value would be unimpaired by public disclosure) and otherwise to maintain and protect the value of all Primal Intellectual Property Assets;
(d) confer with Xxxxx concerning operational matters of a material nature; and
(e) otherwise report periodically to Xxxxx concerning the status of the business, operations, and finances of such Acquired Company.
Operation of the Businesses of the Acquired Companies. Except as provided for in Section 6, between the Effective Time and the Closing Date, Seller will, and will cause each Acquired Company to:
(i) conduct the Business only in the Ordinary Course of Business and without any material deviation from the Base Business Plan;
(ii) use its Best Efforts to preserve intact the current business organization of the Business, keep available the services of the current officers, employees and agents of the Business and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents and others having business relationships with the Business;
(iii) consult with Buyer concerning operational matters of a material nature (subject to any Legal Requirement limiting any such consultation); and
(iv) otherwise report periodically to Buyer concerning the status of the business, operations and finances of the Business and such Acquired Company.
Operation of the Businesses of the Acquired Companies. Except for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.1, except as required by Applicable Law or except with the prior written consent of Merger Corp, from the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated in accordance with Article 10, the Company shall, and shall cause each of the Acquired Companies to, conduct its business in the ordinary course of business consistent with past practice, and use its commercially reasonable efforts to (i) preserve intact its Intellectual Property Assets, business organization and material assets, (ii) keep available the services of its directors, officers and employees, (iii) maintain in effect all of its Governmental Authorizations and (iv) maintain satisfactory relationships with clients, lenders, suppliers, and others having material business relationships with the Company. Without limiting the generality of the foregoing, except for matters expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.1, except as required by Applicable Law, from the date of this Agreement until the earlier of the Effective Time or the date this Agreement is terminated in accordance with Article 10, the Company shall not, nor shall it permit any of Acquired Companies to, do any of the following without the prior written consent of Merger Corp:
(a) enter into any new line of business;
(b) amend any Acquired Company’s Organizational Documents (whether by merger, consolidation or otherwise);
(i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any agreement with respect to the voting of, any capital stock of the Acquired Companies, other than dividends and distributions by a direct or indirect wholly owned Subsidiary of an Acquired Company to its parent, (ii) split, combine or reclassify any capital stock of any Acquired Company, (iii) except as otherwise provided in Section 6.1(d), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of any Acquired Company, or (iv) purchase, redeem or otherwise acquire any Company Stock, except for acquisitions of Company Stock by the Company in satisfaction by holders of Company Stock Options of the applicable exercise price and/or withholding taxes, or (v) take any action that would result in an...
Operation of the Businesses of the Acquired Companies. Between the date of this Agreement and the Closing Date, each Seller will, and will cause each Acquired Company to:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business; and
(b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the current officers, employees, and agents of such Acquired Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company.
Operation of the Businesses of the Acquired Companies. Prior to the Closing Date, Sellers shall cause each Acquired Company to:
(a) except with the prior consent of Buyer (which consent shall not unreasonable be withheld, conditioned or delayed), conduct the business of such Acquired Company only in the Ordinary Course of Business (provided, however, that the declaration and payment of cash distributions to holders of Interests shall not require any consent of Buyer whether or not in the Ordinary Course of Business);
(b) use its reasonable efforts to preserve intact the current business organization of such Acquired Company, keep available the services of the officers, employees, and agents of such Acquired Company, and maintain its relations and goodwill with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with such Acquired Company;
(c) comply with all Legal Requirements applicable to, and all Applicable Contracts of, such Acquired Company;
(d) except as required to comply with ERISA or to maintain qualification under Section 401(a) of the Code, not amend, modify, or terminate any Employee Plan and, except as required under the provisions of any Employee Plan, not make any contributions to or with respect to any Employee Plan;
(e) maintain the books and records of such Acquired Company consistent with past practice; and
(f) not take any other action that would cause a breach of the representations and warranties set forth in Section 4.15.
Operation of the Businesses of the Acquired Companies. (a) During the Pre-Closing Period, Electrum will cause each of the Electrum Companies to (i) conduct its business only in the ordinary course of business, (ii) use its commercially reasonable efforts to maintain and preserve its business organization, keep available the services of its current officers, employees, consultants, agents and advisors, and preserve its business relationships with customers, strategic partners, suppliers, distributors, landlords, creditors and others having business dealings with it, (iii) maintain its properties and assets in good operating condition and repair, subject only to ordinary wear and tear, and (iv) to the extent requested by CrossPoint, otherwise report periodically to CrossPoint concerning the status of its business, operations and finances.
(b) Without limiting the generality of Section 6.2(a) and except as otherwise expressly permitted by this Agreement, none of the Electrum Companies will (i) declare, set aside or pay any dividend or other distribution (whether in cash, securities or other property) in respect of its capital stock (other than dividends and distributions between Electrum and the Acquisition Corporation), (ii) other than as set forth in Section 6.13, 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 any of its other securities, (iii) purchase, redeem or otherwise acquire any shares of its capital stock or any other of its securities or any options, warrants or other rights to acquire any such shares or securities or (iv) otherwise engage in any practice, take any action, or enter into any transaction of the type described in Section 4.10.
Operation of the Businesses of the Acquired Companies. 5.2.1 Between the date of this Agreement and the Closing Date, Seller will, and will cause each Acquired Company to:
(a) conduct the business of such Acquired Company only in the Ordinary Course of Business; and
(b) use their Best Efforts to preserve intact the current business organization of such Acquired Company, to keep available the services of the current officers, employees and agents of such Acquired Company and to maintain the relations and goodwill with suppliers, policyholders, customers, employees, agents and others having business relationships with such Acquired Company.
5.2.2 On or before the Closing Date, Seller will take such steps as necessary to cause the intercompany account balances between Seller and the Acquired Companies to be brought current such that all amounts with respect to periods more than 30 days before the Closing Date will be paid in full.
