Operations of Business. Without the prior written consent of the Buyer, from the date hereof to the Effective Time, none of the Sellers shall, except as required or expressly permitted pursuant to the terms of the Agreement, make any material change in the conduct of the Business or enter into any transaction other than in the Ordinary Course Of Business consistent with past practices and shall continue to conduct the Business in the Ordinary Course of Business consistent with past practice. Each of the Sellers shall use commercially reasonable efforts to preserve substantially intact, the Business, to keep available the services of its key officers and employees and to preserve the goodwill of each business relationship affecting the Business.
Operations of Business. Three Strikes will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, Three Strikes will not:
a. Authorize or effect any change in its charter or bylaws;
b. Grant any options, xxxxxxxx or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding);
c. Declare, set aside, or pay any dividend or distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase or otherwise acquire any of its capital stock;
d. Issue any note, bond or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligations outside the ordinary course of business except for a working line of credit up to $2,000,000 which Three Strikes is currently pursuing with several financial institutions;
e. Grant any security xxxxxxxx on, or otherwise pledge, any of its assets outside the ordinary course of business except as it pertains to the indebtedness excepted in subsection (d) above;
f. Make any capital investment in, make any loan to, or acquire the securities or assets of any other person or entity outside the ordinary course of business; or
g. Make any change in management terms for any of its directors, officers and employees outside the ordinary course of business.
Operations of Business. BCH will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, BCH will not: (a) authorize or effect any change in its charter or bylaws;
Operations of Business. BCH will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, BCH will not:
(a) authorize or effect any change in its charter or bylaws;
(b) grant any options, warrants or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding);
(c) declare, set aside, or pay any dividend or distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase or otherwise acquire any of its capital stock;
(d) Issue any note, bond or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligations outside the ordinary course of business except for a working line of credit up to $20,000;
(e) Grant any security interest on, or otherwise pledge, any of its assets outside the ordinary course of business except as it pertains to the indebtedness excepted in subsection (d) above;
(f) Make any capital investment in, make any loan to, or acquire the securities or assets of any other person or entity outside the ordinary course of business; and
(g) Make any change in management terms for any of its directors, officers and employees outside the ordinary course of business.
Operations of Business. Without the prior written consent of Buyer, Seller will not cause or permit the Company or any of its Subsidiaries to engage in any practice, take any action, or enter into any transaction outside the ordinary course of business of the Company and any of its Subsidiaries. Without limiting the generality of the foregoing, and except as otherwise permitted hereunder, Seller will not cause or permit the Company or any of its Subsidiaries to:
(a) declare, set aside, or pay dividend or make any distribution with respect to its capital stock or redeem, purchase or otherwise acquire any of its capital stock;
Operations of Business. During the period between the date hereof and the Closing Date, Seller and the Stockholders shall conduct the Company's business, including the manufacture and sourcing of Products, in a manner consistent with its prior business practices. During such period, Seller and the Stockholders shall not, without the prior written consent of Purchaser, (i) sell or encumber any item of the Purchased Property, except with respect to the Credit Facility, and in the regular course of sale of products, (ii) sell, dispose of or discontinue any portion of the Purchased Property, or (iii) pay any dividend or distribution to the Stockholders; provided, however, that Seller shall be permitted to distribute to the Stockholders immediately prior to the Closing (or otherwise withhold from the cash included in the Purchased Property) an amount of cash equal to twenty-four percent (24%) of the pre-tax earnings of Seller since January 1, 2000. Seller shall also be permitted to withhold from the cash included in the Purchased Property an amount equal to four percent (4%) of Seller's pre-tax earnings for the period of January 1, 2000 through the Closing Date for the purpose of paying any corporate level taxes owed by Seller for such period. Seller and the Stockholders shall use commercially reasonable efforts through the Closing Date to preserve the business and suppliers of the Company with respect to the manufacture and sourcing of Products.
Operations of Business. The Company shall operate the Retained Business and VRM Business separately. The Company shall account for all expenses and liabilities for the Retained Business and VRM Business (including overhead expenses), separately, and expenses and liabilities relating to overhead shall be allocated to the VRM Business and Retained Business, based on services provided, and in accordance with past practices.
Operations of Business. (a) Since December 31, 2007, Seller has carried on its business in the ordinary course, consistent with past practices, in all material respects. As of the Closing, Seller will not have taken or omitted to take any action that, if taken or omitted between the date of this Agreement and the Closing, would breach Section 6.1.1.
(b) Seller has not, directly or indirectly, given or agreed to give (or authorized any director, officer, employee, representative or agent of Seller (in such Person’s capacity as such) to give or agree to give), and, to Seller’s Knowledge, no director, officer, employee, representative or agent of Seller has given, any gift or similar benefit to any Client, Governmental Authority or other Person who is or may be in a position to help or hinder the Business or any Product which (a)(i) violated, or was for the purposes of concealing a violation of, Applicable Law or (ii) subjected or could reasonably be expected to subject Seller to any damage, penalty or other Liability in any civil, criminal, administrative or regulatory proceeding or other Litigation, or (b) if not given in the past, or if not continued in the future, had or could reasonably be expected to materially and adversely effect the Business.
Operations of Business. Except as disclosed on 5(c) of the Disclosure Schedule, the Sellers will not cause or permit the Company to engage in any practice, take any action or enter into any transaction outside the Company's Ordinary Course of Business. Without limiting the generality of the foregoing, except with the written consent of the Buyer, or as disclosed on 5(c) of the Disclosure Schedule, the Sellers will not cause or permit the Company to:
(i) sell, lease, transfer or assign any of its assets, tangible or intangible, other than the sale of its inventory in the Company's Ordinary Course of Business;
(ii) enter into, or terminate, modify, accelerate or cancel, any agreement, contract, lease or license to which the Company is a party or by which it is bound;
(iii) grant or permit any new Security Interest to be imposed upon any of its assets, tangible or intangible;
(iv) close, or permit the closure of, any of its stores or other premises upon which any of its business operations are presently conducted; commit to or acquire any new store or new store sites;
(v) fail to maintain inventories and supplies necessary for the proper and continuing conduct of the Company's operations before and after the Closing in the manner in which it is presently conducted;
(vi) make any capital expenditure (or series of related capital expenditures) other than in the Company's Ordinary Course of Business;
(vii) make any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions);
(viii) issue any note, bond or other debt security or create, incur, assume, or guarantee any indebtedness for borrowed money or capitalized lease obligation;
(ix) delay or postpone the payment of accounts payable and other Liabilities outside the Company's Ordinary Course of Business;
(x) cancel, compromise, waive or release any right or claim (or series of related rights and claims);
(xi) grant any license or sublicense of any rights under or with respect to any Intellectual Property;
(xii) make or authorize any change in the charter or bylaws of the Company;
(xiii) issue, sell or otherwise dispose of the Company's capital stock, or grant any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange or exercise) the Company's capital stock;
(xiv) declare, set aside, or pay any dividend or make any distribution with respect to its capital stock (whether in cash or in k...
Operations of Business. Via-Tek will not engage in any practice, take any action, or enter into any transaction outside the ordinary course of business. Without limiting the generality of the foregoing, Via-Tek will not:
a. authorize or effect any change in its charter or bylaws;
b. grant any optionx, xxxxxxts or other rights to purchase or obtain any of its capital stock or issue, sell, or otherwise dispose of any of its capital stock (except upon the conversion or exercise of options, warrants, and other rights currently outstanding);
c. declare, set aside, or pay any dividend or distribution with respect to its capital stock (whether in cash or in kind), or redeem, repurchase or otherwise acquire any of its capital stock;
d. Issue any note, bond or other debt security or create, incur,assume, or guarantee any indebtedness for borrowed money or capitalized lease obligations outside the ordinary course of business except for a working line of credit up to $2,000,000 which Via-Tekis currently pursuing with several financial institutions;
e. Grant any securixx xxxxxxst on, or otherwise pledge, any of its assets outside the ordinary course of business except as it pertains to the indebtedness excepted in subsection (d) above;
f. Make any capital investment in, make any loan to, or acquire the securities or assets of any other person or entity outside the ordinary course of business; and
g. Make any change in management terms for any of its directors, officers and employees outside the ordinary course of business.
h. Assign, license, pledge, or hypothecate any patent, patent pending, intellectual property, trade names, trade secrets or other proprietary assets.
