Operations of Buyer. Buyer has been formed solely for the purpose of engaging in the Transactions and has engaged in no business activities and will have incurred no liabilities or obligations except as contemplated by this Agreement or incident to its formation.
Operations of Buyer. Prior to the Closing, Buyer shall not engage in any other business activities and shall not incur any liabilities or obligations other than in connection with the Transactions.
Operations of Buyer. Parent caused Buyer to be formed solely for the purpose of engaging in the transactions contemplated hereby, and prior to Closing, Buyer will be inactive and will not have engaged in any business activities and will conduct activities only as contemplated hereby.
Operations of Buyer. Buyer is a direct wholly owned subsidiary of Parent, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement and the Ancillary Agreements and has engaged in no business activity other than in connection with the performance of its obligations hereunder.
Operations of Buyer. Buyer is a direct, wholly-owned subsidiary of Global, was formed solely for the purpose of engaging in the transactions contemplated by this Agreement, has engaged in no other business activities and has conducted its operations only as contemplated by this Agreement.
Operations of Buyer. Buyer was formed on February 8, 2005 for the purpose of engaging in the transactions contemplated by this Agreement and has not engaged in any other activities.
Operations of Buyer. (a) Buyer agrees that, during the term of their employment pursuant to their Employment Agreements, Stockholders shall be entitled to day-to-day operational control of the Buyer, subject to oversight by the Buyer's Board of Directors of Buyer and compliance with reasonable policies established by the Buyer's Board of Directors; provided that Stockholders comply in material respects with the agreements contained in this Section 7.11, and provided further that nothing herein shall give Stockholders the authority to take any action outside of the ordinary course of Buyer's business.
(b) Stockholders agree to: (i) conduct the business of Buyer in a commercially reasonable manner and consistent with good industry practice; (ii) comply, in all material respects, with all laws, statutes, ordinances, rules, regulations, orders, writs, injunctions, decrees, awards or other requirements of any court or other governmental body applicable to Buyer or the
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Operations of Buyer. All decisions relating to the management and operations of Buyer following the Closing shall be made by Parent and shall not be challenged by Seller or DTI Holdings in connection with this Article XII in the absence of gross negligence or fraud by Parent. Nothing in this Section 12.7 shall be deemed to limit in any way the provisions of Section 12.5(c) or Section 12.5(d).
Operations of Buyer. Since June 30, 2007, and except as set forth in the Securities Filings, Buyer has not:
4.20.1 amended, or agreed to amend, its organizational documents; merged with or into or consolidated with, or agreed to merge with or into or consolidate with, any other Person; subdivided or in any way reclassified, or agreed to subdivide or in any way reclassify, any shares of its capital stock; or changed, or agreed to change, in any manner the rights of its outstanding capital stock or the character of its business;
4.20.2 issued or sold or purchased, or agreed to issue or sell or purchase, any options or warrants or rights to subscribe to, or entered into, or agreed to enter into, any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its other securities;
4.20.3 declared or paid, or agreed to declare or pay, any dividends; or declared or made, or agreed to declare or make, any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock or securities;
4.20.4 waived, or agreed to waive, any right of material value to its business;
4.20.5 made, or agreed to make, any change in its accounting methods or practices or made, or agreed to make, any change in depreciation or amortization policies or rates adopted by it;
4.20.6 materially changed, or agreed to materially change, any of its business policies or practices, including, without limitation, advertising, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies or practices;
4.20.7 made, or agreed to make, any loan or advance to any of its shareholders, officers, directors, employees, consultants, agents or other representatives, or made, or agreed to make, any other loan or advance other than in the ordinary course of business;
4.20.8 made, or agreed to make, any payment or commitment to pay any severance or termination pay to any of its officers, directors, employees, consultants, agents, or other representatives, other than to Persons not officers, directors or shareholders of Buyer and which payments or commitments were made in the ordinary course of business;
4.20.9 other than for fair market value, sold, abandoned or made, or agreed to sell, abandon or make, any other disposition of any of its assets or properties; granted or suffered, or agreed to grant or suffer, any lien or other Encumbrance on any of its assets or properties; entered into or amended, or agreed to enter int...
