Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, Seller will and will cause the Company to:
(a) conduct the business of the Company only in the ordinary course of business;
(b) use its best efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the 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 the Company.
Operation of the Businesses of the Company. (a) Until the Closing, except as otherwise set forth in this Agreement, 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 cause the Company to:
(i) conduct its business in the ordinary course of business in all material respects; and
(ii) use its commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and Employees) and goodwill of the Company and (B) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers).
(b) Until the Closing, except as otherwise set forth in this Agreement, the Seller Disclosure Schedule or as otherwise consented to in writing by the Purchaser (which consent will not be unreasonably withheld, conditioned or delayed), the Seller will not cause or permit the Company to:
(i) amend its Governing Documents;
(ii) transfer, issue, sell, dispose or, pledge or encumber any 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) declare, set aside or pay any dividend or other distribution in respect of its capital stock, other than dividends and other distributions payable solely in cash;
(iv) effect any recapitalization, reclassification, stock split, combination or like change in the capitalization of the Company, or amend the terms of any outstanding securities of the Company;
(v) terminate, amend, restate, supplement or waive any rights under any Material Contract or Real Property Lease, other than in the ordinary course of business;
(vi) waive, compromise, cancel or release any debt, right or claim of a material value to the Company other than in the ordinary course of business;
(vii) acquire, by merger or consolidation with another entity, by purchase or otherwise, any material properties or assets or sell, assign, license, transfer, convey, lease or otherwise dispose of any of the material properties or assets of, or used by, the Company, other than in the ordinary course of business;
(viii) issue, create, incur, assume, guarantee, endorse or otherwise become liable or responsible with respect to (whether directly, contingently or otherwise) any Indebtedness from third parties;
(ix) enter into any commitment for capital expenditures of the Company in excess of $5,000 for any ind...
Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company to:
(a) conduct the business of the 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 the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the 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 the Company.
Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, Sellers and the Company will:
(a) conduct the business of the Company only in the ordinary course of business;
(b) use all reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company;
(c) confer with Parent concerning operational matters of a material nature; and
(d) otherwise report periodically to Parent concerning the status of the business, operations, and finances of the Company.
Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, the Company will:
(a) conduct the business of the Company only in the Ordinary Course of Business;
(b) use its Best Efforts to preserve intact the current business organization of the Company, keep available the services of the current Employees and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, Employees, agents, and others having business relationships with the Company;
(c) confer with Parent concerning operational matters of a material nature; and
(d) otherwise report periodically to Parent concerning the status of the business, operations, and finances of the Company.
Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, Sellers will use their Best Efforts to provide a copy to Buyer of all public filings with the SEC and of all press releases made by the Company during such period. Between the date of this Agreement and the Closing Date, Sellers agree not to vote their Shares to, and Sxxxx agrees not to affirmatively seek, to cause the Company or any Subsidiary to do any of the following, provided that Sxxxx is not required to take any action as a director, officer or employee of the Company that would violate or conflict with her duties or responsibilities in such positions:
(a) to conduct its business other than in the Ordinary Course of Business; or
(b) not to preserve intact in all material respects its current business organization and keep available the services of the current officers of the Company.
Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, Sellers will, and will cause the Company to:
1) Conduct the business of the Company only in the Ordinary Course of Business.
2) Use their commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company.
Operation of the Businesses of the Company. Between the date of this Agreement and the Closing Date, the Seller will cause the Company to:
(a) Conduct the Business only in the Ordinary Course;
(b) Use its Best Efforts to (i) preserve intact the Company's current business organization, (ii) keep available the services of its current officers, employees, and agents, and (iii) maintain good relations with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company;
(c) Confer with the Buyer concerning operational matters of a material nature not in the Ordinary Course;
(d) Maintain full accruals (without regard to the time for payment or proper accrual under GAAP) associated with any additional bonus programs instituted before the Closing; and
(e) Not offer to or make any change in the compensation payable or to be payable to any officer, director, employee, agent or consultant of the Company;
(f) Not permit any Encumbrance to be placed upon on any material asset of the Company;
(g) Maintain asset quality review and underwriting standards consistent with practices in effect; and
(h) Change any tax or accounting practice (except as required by a change in applicable law or GAAP).
Operation of the Businesses of the Company. (a) Between the date of this Agreement and the Closing Date, Seller will, and will cause the Company to, perform its obligations under the Lease Agreement.
(b) Seller covenants and agrees that, from the date of this Agreement until the Closing, unless Buyer shall otherwise agree in writing or as otherwise expressly contemplated by this Agreement:
(i) the Companies shall not directly or indirectly do any of the following: (A) issue, sell, pledge, dispose of or encumber any capital stock of the Companies; (B) split, combine, or reclassify any outstanding capital stock, or declare, set aside, or pay any dividend payable in cash, stock, property, or otherwise with respect to its capital stock whether now or hereafter outstanding; (C) redeem, purchase or acquire or offer to acquire any of its capital stock except as may be required to cancel the registration of the Company with the Mexican Stock Exchange; (D) acquire, agree to acquire or make any offer to acquire for cash or other consideration, any equity interest in or assets of any corporation, partnership, joint venture, or other entity in an amount greater than $10,000; or (E) enter into any contract, agreement, commitment, or arrangement with respect to any of the matters set forth in this Section 5.2(b)(i);
(ii) Seller shall not transfer, dispose or otherwise convey any of the Shares held by it or grant or permit there to exist any Encumbrance on the Shares;
(iii) Tamsa, an Affiliate of the Company, shall not transfer, dispose or otherwise convey
Operation of the Businesses of the Company. (a) Between the date of this Agreement and the Closing Date, the Shareholder will, and will cause the Company to:
(i) conduct the business of the Company only in the Ordinary Course of Business except as otherwise expressly agreed by Buyer;
(ii) use its Best Efforts to preserve intact the current business organization of the Company, keep available the services of the current officers, employees, and agents of the Company, and maintain the relations and good will with suppliers, customers, landlords, creditors, employees, agents, and others having business relationships with the Company;
(iii) confer with Buyer concerning operational matters of a material nature; and
(iv) otherwise report periodically to Buyer concerning the status of the business, operations, and finances of the Company.
