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. (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.
(b) Neither Parent nor the Surviving Corporation shall take any action that would cause Parent or the Surviving Corporation to disclose any confidential information subject to non-disclosure agreements with third parties to each other or to any third party in a manner that would reasonably be expected to breach such agreements with third parties. Parent and the Surviving Corporation shall use commercially reasonable efforts to ensure that any such confidential information is not disclosed to each other or to any third party in a manner that would reasonably be expected to breach such agreements with third parties, by Parent or the Surviving Corporation, as the case may be, or any of their respective employees. If any such confidential information is disclosed to the other party or to any third party (by mistake, or otherwise), in a manner that would reasonably be expected to breach such agreements with third parties, the party receiving such confidential information shall promptly notify the other party of such disclosure and return such confidential information to the other party.
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.
(ii) The parties acknowledge and agree that, unless otherwise agreed by each of Buyer and Sellers Representative in its and his sole discretion, during the Contingent Payment Period, Buyer will not (A) conduct a business substantially identical to the Business except (1) as listed on Schedule 2.4(e)(ii) of Buyer Disclosure Letter, and (2) to the extent Buyer or an Affiliate acquires or combines with any Acquired Person with respect to which an amendment to this Agreement is not entered into pursuant to Section 2.4(f); provided, however, that in the event that Buyer or an Affiliate acquires or combines with any Acquired Person with respect to which an amendment to this Agreement is not entered into pursuant to Section 2.4(f), then, in such event, Buyer will not and will not permit the Acquired Person or any other of its Affiliates other than Company to solicit any Company Print-and-Mail Customer for the provision of services that both (x) fall within the scope of the definition of “Business” and (y) are actually provided by Company to such Company Print-and-Mail Customer, or (B) cause to be operated through Company any business other than the Business and such other activities, if any, conducted by Company as of the Closing Date. Notwithstanding anything to the contrary in this Agreement, Buyer will not be restricted from engaging in (1) pharmacy claims communications services, including the distribution of any pharm...
Post-Closing Conduct of Business. The Parties agree and acknowledge and Auto hereby covenants to Drive, that the sole business activities of Auto from and after the Closing Date, will be (i) to hold its limited partnership interest in Drive, (ii) carry out its duties, responsibilities and obligations under the Professional Services Agreement (the "Leasing Agreement") among FirstCity Consumer Lending Corporation, FirstCity Servicing of California Corporation, and Drive, (iii) originate (solely to the extent requested from time to time by Drive) Retail Contracts and sell such Retail Contracts pursuant to the terms and conditions of the Amended and Restated Master Purchase Agreement dated as of August 18, 2000, among Auto, FirstCity Consumer Finance, FCAR Receivables L.L.C., and Drive Financial Services LP, as directed by, on behalf of, and for the benefit of Drive, (iv) perform its duties, responsibilities and obligations under the subservicing agreements, basic documents, and Related Documents related to the securitization transactions, the FCAR- Bank of America warehouse facility, and the securitization documents assumed by Drive. Drive agrees and covenants to Auto that it will perform all of its duties, responsibilities and obligations under the Leasing Agreement and will cause FCAR Receivables L.L.C. to purchase from Auto all Retail Contracts originated by Auto at the direction of Drive, from and after the Closing Date.
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.
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. 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. 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. Until January 1, 2017, Purchaser will (i) use commercially reasonable efforts to maintain the value of the business, operations, client and other third party relationships and franchise of the Target Companies, and (ii) refrain from taking any actions that would reasonably be expected to have a material negative impact on the Target Companies’ ability to achieve the Earn-outs. Notwithstanding the foregoing, Purchaser may, in its sole discretion: merge RPM into its existing operations; utilize shared services in areas such as human resources, technology and finance; change the branding and positioning of the Target Companies; change titles of the Target Companies’ management team; change the organizational structure and reporting relationships for employees of the Target Companies; alter the compensation and benefit structure of the Target Companies’ employees; direct the Target Companies to develop new products and services, and meet with existing and prospective clients of Purchaser; incorporate the Target Companies’ products and services into new products and services or otherwise modify the product or service offering; establish budgets and ensure pricing consistent with past practices of the Target Companies; implement new legal and compliance frameworks; implement procurement policies and procedures; and take other, similar actions in the normal course of business. In addition, prior to January 1, 2017, Purchaser may not terminate the employment of Xxxxx Xxxxxx or Xxxxx Xxxxxx with Purchaser, other than for Cause.
