Operations of the Company. Except as specifically set forth elsewhere herein or in the Schedules or Exhibits hereto, since the Most Recent Balance Sheet Date through the date hereof, the Company has operated its businesses in the ordinary course of business. Without limiting the foregoing, each of the Company and each of its Subsidiaries has not, except with the consent of the Buyer or a representative of the Buyer who was then serving as a member of the Management Board of the Company:
(i) amended any of its Fundamental Documents or merged with or into or consolidated with any other Person, subdivided or in any way reclassified any of its membership interests or other ownership interests or agreed to change in any manner the rights of its outstanding membership interests or other ownership interests or the character of its business;
(ii) issued, sold, purchased or redeemed, or entered into any contracts or other agreements to issue, sell, purchase or redeem, any membership interests or other ownership interests, or any options, warrants, convertible or exchangeable securities, subscriptions, rights (including preemptive rights), stock appreciation rights, calls or commitments of any character whatsoever relating to its membership interests or other ownership interests including, without limitation, any such purchase under Section 7.5 of each of the Operating Agreement and the Revised Operating Agreement;
(iii) made any change in the actuarial methods or assumptions used in funding any defined benefit pension plan, or made any change in the assumptions or factors used in determining benefit equivalencies thereunder;
(iv) declared, set aside, paid or made any distributions of any kind to its members, or made any direct or indirect redemption, retirement, purchase or other acquisition of any membership interests or other ownership interests;
(v) made any change in its accounting methods, principles or practices or made any change in depreciation or amortization policies or rates adopted by it, except insofar as may have been required by a change in generally accepted accounting principles;
(vi) made any loan or advance to any of its officers, directors, managers, employees, consultants, members, agents or other representatives (other than travel advances made in the ordinary course of business in a manner consistent with past practice) or made any other loan or advance;
(vii) taken any action that required the written approval of a VSH Manager Designee (as defined in the Revised Opera...
Operations of the Company. Except as disclosed in Section 4.28 of the Company Disclosure Schedule and except as may result from the transactions contemplated by this Agreement, since September 30, 2001, the Company has not:
(i) amended its Certificate of Incorporation or by-laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified 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;
(ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock or any of its bonds, notes, debentures or other evidences of indebtedness;
(iii) entered into or amended any agreement with any labor union or association representing any employee, or, except for Plans referred to in Section 4.23 of the Company Disclosure Schedule, made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents or other representatives in excess of $10,000, or commitment or agreement to make or pay the same;
(iv) except in the ordinary course of business consistent with past practice, declared or made any Distributions to any stockholder or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(v) made any change in its accounting methods or practices or made any change in depreciation or amortization policies, except as required by law or GAAP;
(vi) made any loan or advance to its stockholders or to any of the directors, officers or employees of the Company, consultants, agents or other representatives, or otherwise than in the ordinary course of business made any other loan or advance;
(vii) except in the ordinary course of business consistent with past practice, (A) entered into any Lease; (B) sold, abandoned or made any other disposition of any of its assets or properties; or (C) granted or suffered any Lien or other encumbrance on any of its assets or properties;
(viii) made or entered into any agreement to make any acquisition of all or a substantial part of the assets, properties, securities or business of any other person;
(ix) paid, directly or indirectly, any of its Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of b...
Operations of the Company. Except as set forth on Schedule 2.13, from the date of the Galaxy Balance Sheet and though the Closing Date hereof, the Company has not and will hot have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;
(iii) made any loan or advance to any stockholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of the Company except in the ordinary course of business;
(vi) materially increased the annual rate of compensation of any executive employee of the Company;
(vii) increased, terminated, amended or otherwise modified any plan for the benefit of employees of the Company;
(viii) issued any equity securities or rights to acquire such equity securities; or
(ix) except in the ordinary course of business, entered into or modified any contract, agreement or transaction.
Operations of the Company. Except as set forth on Schedule 3.32, since the Balance Sheet Date the Company has not:
(i) declared or paid any dividends or declared or made any other distributions of any kind to its shareholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(ii) except for short-term bank borrowings in the ordinary course of business, incurred any indebtedness for borrowed money;
(iii) reduced its cash or short term investments or their equivalent, other than to meet cash needs arising in the ordinary course of business, consistent with past practices;
(iv) waived any material right under any contract or other agreement of the type required to be set forth on any Schedule hereto;
(v) made any material change in its accounting methods or practices or made any material change in depreciation or amortization policies or rates adopted by it;
(vi) materially changed any of its business policies, including, without limitation, advertising, investment, marketing, pricing, purchasing, personnel, sales, returns, budget or product acquisition policies;
(vii) made any wage or salary increase or bonus, or increase in any other direct or indirect compensation, or any payment or commitment to pay any severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives, or any accrual for or commitment or agreement to make or pay the same, in each case, other than to persons other than its officers, directors or shareholders made in the ordinary course of business;
(viii) made any loan or advance to any of its shareholders, officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business), or made any other loan or advance other than in the ordinary course of business; (ix) except for inventory, supplies or equipment acquired in the ordinary course of business, made any acquisition of all or any part of the assets, properties, capital stock or business of any other person;
Operations of the Company. The President of the Company shall have the authority to manage the ordinary day to day business and affairs of the Company related to the Primary Business, subject to the then Current Company Budget and Plan of the Company and in accordance with the provisions of this Section 4.9 and subject to any other limitations, restrictions or agreements set forth in this Agreement (including, without limitation, Section 4.1(c) of this Agreement) or imposed by the Board of Managers. In furtherance of the foregoing, the President of the Company, acting on behalf of the Company, with the authority conferred by this Agreement, and consistent with the Current Company Budget and Plan, shall have authority and responsibility to perform or cause to be performed the following duties and obligations to the extent applicable based on the Current Company Budget and Plan:
(a) Update and recommend revisions or amendments to the Current Company Budget and Plan for the Board of Managers’ review and approval or disapproval, including any such revisions or amendments as may be necessary so that the Current Company Budget and Plan sets aside adequate reserves and accurately reflects all actual and anticipated costs of operating the Primary Business of the Company.
(b) Notify the Board of Managers of matters material to the business of the Company and render such reports to the Board of Managers as from time to time any Manager may reasonably request, including at all times and in any event no less frequently than monthly, keep each Manager informed of material information relating to the Primary Business of the Company by (i) notifying each Manager, and delivering to each Manager written copies, of financial statements of the Company and all material contracts and agreements entered into by the Company or any Subsidiary, and (ii) notifying each Manager concerning any other matters material to the Primary Business of the Company or the Current Company Budget and Plan of which it is aware.
(c) Manage and direct the Primary Business of the Company, including collecting all revenues of the Company, paying all expenses of the Company in conformance with the then Current Company Budget and Plan, advising the Board of Managers in advance of projected cash needs of the Company, and causing the Company to operate in accordance with all applicable laws. Notwithstanding the foregoing, unless approved by the Board of Managers the President of the Company shall not do any act or take any action w...
Operations of the Company. (a) Except as set forth on Schedule 4.16 annexed hereto, since March 31, 2001, the Company has not:
(i) amended its Certificate of Incorporation or By-Laws or merged with or into or consolidated with any other person, subdivided or in any way reclassified 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;
(ii) issued or sold or purchased, or issued options or rights to subscribe to, or entered into any contracts or commitments to issue or sell or purchase, any shares of its capital stock;
(iii) entered into or amended any employment agreement (other than employment agreements or at will employment arrangements entered into or amended in the ordinary course of the Company's business), entered into or amended any agreement with any labor union or association representing any employee, adopted, entered into, or amended any employee benefit plan;
(iv) except in the ordinary course of business and not in excess of $25,000 (individually or in the aggregate), incurred any indebtedness for borrowed money;
(v) declared or paid any dividends or declared or made any other distributions of any kind to the Stockholders, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(vi) materially reduced its cash or short term investments or their equivalent;
(vii) waived any right of material value to its business;
(viii) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it;
(ix) materially changed any of its business policies;
(x) granted or paid any wage or salary increase in excess of $25,000 per annum, or any bonus in excess of $5,000, or any increase in any other direct or indirect compensation, for or to any of its officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives, or any accrual for or commitment or agreement to make or pay the same;
(xi) made any loan or advance to any of the Stockholders, its, officers, directors, employees, consultants, agents, brokers, independent contractors or other representatives (other than travel, entertainment or business expense advances made in the ordinary course of business), or made any other loan or advance otherwise than consistently with past practice in the ordinary course of business;
(xii) made any payment or commitment...
Operations of the Company. From the date of the Balance Sheet and through the Closing Date hereof the Company has not and will not have:
(i) incurred any indebtedness for borrowed money;
(ii) declared or paid any dividend or declared or made any distribution of any kind to any shareholder, or made any direct or indirect redemption, retirement, purchase or other acquisition of any shares in its capital stock;
(iii) made any loan or advance to any shareholder, officer, director, employee, consultant, agent or other representative or made any other loan or advance otherwise than in the ordinary course of business;
(iv) except in the ordinary course of business, incurred or assumed any indebtedness or liability (whether or not currently due and payable);
(v) disposed of any assets of the Company except in the ordinary course of business; or
(vi) materially increased the annual rate of compensation of any executive employee of the Company;
(vii) increased, terminated, amended or otherwise modified any plan for the benefit of employees of the Company;
(viii) issued any equity securities or rights to acquire such equity securities; or
(ix) except in the ordinary course of business, entered into or modified any contract, agreement or transaction.
Operations of the Company. Except as expressly contemplated by this Agreement or as contemplated by Schedule 6.3, until the Closing, the SN Parties will cause the Company and their Affiliates not to engage in any practice, take any action or enter into any transaction outside the ordinary course of business without the prior written consent of Buyer except in case of emergency or as may otherwise be required to prevent injury or damage to Persons, property or the environment. Subject to compliance with Applicable Law, the SN Parties will, and will cause their Affiliates to, promptly provide to Buyer or its representatives copies of all filings it makes with respect to the Company or the Company Assets with any Governmental Authority during such period.
Operations of the Company. To the knowledge of the Sellers, since the Balance Sheet Date neither the Company nor any of the Subsidiaries has:
(a) made any direct or indirect redemption, retirement, purchase or other acquisition of any shares of its capital stock;
(b) except for short-term bank borrowings in the ordinary course of business or except as set forth on Schedule 3.14.1, incurred any Indebtedness for Borrowed Money;
(c) except as set forth on Schedule 3.14.2, reduced its cash or short-term investments or their equivalent, other than to meet cash needs arising in the ordinary course of business, consistent with past practices;
(d) waived any material right under any Contract of the type required to be set forth on any Schedule;
(e) made any change in its accounting methods or practices or made any change in depreciation or amortization policies or rates adopted by it;
(f) materially changed any of its business policies, including advertising, investment, marketing, pricing, purchasing, production, personnel, sales, returns, budget or product acquisition policies;
(g) except as set forth on Schedule 3.14.3, made any loan or advance to any of its shareholders, officers, directors, employees, consultants, agents or other representatives (other than travel advances made in the ordinary course of business), or made any other loan or advance otherwise than in the ordinary course of business;
(h) except for inventory or equipment in the ordinary course of business or as set forth on Schedule 3.14.4, sold, abandoned or made any other disposition of any of its properties or assets or made any acquisition of all or any part of the properties, capital stock or business of any other person;
(i) paid, directly or indirectly, any of its material Liabilities before the same became due in accordance with its terms or otherwise than in the ordinary course of business;
(j) terminated or failed to renew, or received any written threat (that was not subsequently withdrawn) to terminate or fail to renew, any Contract that is or was material to the business of the Company and its Subsidiaries;
(k) except as set forth on Schedule 3.14.5, amended its SATZUNG (articles of association), or comparable instruments, or merged with or into or consolidated with any other person, subdivided or in any way reclassified 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 businesses; or
(l) except as set forth on Sche...
Operations of the Company. During the period from the date of this Agreement until the Closing, the Equityholders shall, in all material respects, except as contemplated by this Agreement, carry on the Business in the usual and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers and key employees and preserve its present relationships with customers, suppliers and others having significant business dealings with the Business. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement (including the immediately preceding sentence), during such period, the Company shall not, and the Company shall cause its Affiliates not to, without the prior written consent of the Purchaser (which consent shall not be unreasonably withheld):
4.7.1. pay or obligate itself to pay any compensation commission or bonus to any director, officer, employee or independent contractor, relating to or affecting the Business and/or the Assets, except for the regular compensation and commissions payable to such Persons at the rate in effect on the date of this Agreement;
4.7.2. acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of or equity in, or by any other manner, any business or any corporation, partnership, limited liability company, association or other business organization or division thereof relating to or affecting the Business and/or the Assets;
4.7.3. sell, lease, license, encumber or otherwise dispose of, or agree to sell, lease, encumber or otherwise dispose of, any of the Assets, other than transactions that are in the ordinary course of business consistent with past practice or pursuant to licenses entered into in the ordinary course of business consistent with past practice, and, in any event, except as expressly permitted in this Agreement, and which involve assets which in the aggregate are not in excess of $50,000;
4.7.4. incur any Indebtedness or guarantee any such indebtedness secured in any manner by the Assets and/or the Business;
4.7.5. increase the compensation payable or to become payable to any director, officer or employee of the Company related to the Business, except for increases required under employment agreements existing on the date hereof, or grant any severance or termination pay...
