Post-Closing Conduct of Business. Immediately following the Closing, Seller will take all actions and do all things necessary to (a) cease all activities which constitute the conduct of the Businesses (other than matters related to the transition of the Businesses to Purchaser), (b) change the name of Seller to a name that is not similar to its current corporate name, and (c) terminate all of its assumed name filings.
Post-Closing Conduct of Business. Buyers agree to use their -------------------------------- commercially reasonable efforts to maximize Actual Volume from the Closing Date through the Anniversary Date; provided that nothing contained herein shall impose upon any Buyer an obligation to exceed the efforts of Seller to maximize Actual Volume as utilized for periods prior to the Closing.
Post-Closing Conduct of Business. Until the Determination Date, Buyer shall operate the Business in the ordinary course consistent with Seller’s past practice. Buyer shall not, directly or indirectly, take any actions that would have the purpose of avoiding or reducing the Future Payment hereunder.
Post-Closing Conduct of Business. The Parties agree and acknowledge, and CLC hereby covenants to Drive, that the sole business activities of CLC, from and after the Closing
Post-Closing Conduct of Business. From and after the Closing Date, Buyer shall, and shall cause its Subsidiaries (including the Company and its Subsidiaries) to, operate their respective businesses in compliance with the terms and conditions set forth in Schedule 6.2 of the Seller Disclosure Schedule.
Post-Closing Conduct of Business. Following the Closing and through at least December 31, 2008, the Purchaser shall continue to conduct the business of the Company in a reasonable manner consistent with customary practices in the industry segment in which the Company has historically operated.
Post-Closing Conduct of Business. (a) Neither Parent nor the Company shall take, nor permit its Affiliates to take, any action prior to or following the Closing that would cause the Merger, including the delivery of all Parent Common Stock to the holders of shares of Company Stock, Company Options or Company Warrants under Section 1.6(a), to fail to qualify as a "reorganization" within the meaning of Section 368(a) of the Internal Revenue Code, and each shall report all transactions under this Agreement and the Ancillary Agreements in accordance with their characterizations herein.
Post-Closing Conduct of Business. Following the Closing, Buyers shall not, without the prior written consent of Seller, fail to continue the conduct of the Business as a result of any threatened or pending litigation or claims for which Seller shall have indemnification obligations under clause (f) of Section 9.2.
Post-Closing Conduct of Business. (i) Buyer intends to manage and operate Company in a commercially reasonable manner and with a view toward the long-term growth of Company and its other businesses. Sellers acknowledge and agree that Buyer is entitled to manage and operate Company and its other businesses as it may determine in its sole and absolute discretion. Accordingly, Sellers further agree that (A) the rights of Transferring Sellers to receive the Contingent Payments do not create in Sellers any right to control or direct the management and operations of Company, and (B) subject to the next sentence, Sellers will have no claim against Buyer or its Affiliates (including Company), and Buyer will have no Liabilities with respect to, the management and operation of Company, including any impact thereof on any Contingent Payment. Notwithstanding the foregoing, Buyer will not take any action in bad faith, or authorize or permit any of its Affiliates (including Company) to take any action in bad faith, in order to reduce the amount or delay the payment of any Contingent Payment.
Post-Closing Conduct of Business. Through December 31, 2015, (i) Buyer and ISG will continue to operate and maintain Buyer as a separate wholly-owned subsidiary of ISG under the “STA Consulting” name; (ii) Buyer and ISG shall conduct and operate the Business in the ordinary course of business; (iii) neither ISG nor Buyer shall take any action the primary purpose of which is to reduce the opportunity of the Seller or the Partners to achieve the Earn-Out Payments or the vesting of the ISG Shares set forth in Section 2.08. For 2011, the funding of the marketing, sales and service efforts of the Business shall be in accordance with past practice. All revenue (as recognized in accordance with GAAP) attributable to the conduct of the Business or the efforts of Partners in assisting Buyer, ISG or any of their respective Affiliates or other subsidiaries in generating business/and or clients shall be deemed Revenue and Commercial ERP Revenue for purposes of calculating the Earn-Out Payments and determining satisfaction of the ERP Revenue Trigger. For the avoidance of doubt, all revenue of Buyer, ISG or any of their respective Affiliates from the states of Louisiana or West Virginia, or any political subdivision of either state, or any department, agency or bureau of any of the foregoing after a referral or introduction by any of the Partners, shall be deemed Revenue and Commercial ERP Revenue.
