Preservation of Business and Assets. From the date hereof until the Closing, each party will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the suppliers, employees, clientele, patients and others having business relations with such party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, no party will acquire or sell or agree to acquire or sell, by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. The execution, delivery and consummation of this Agreement and the transactions contemplated hereunder will not give rise to any obligation of any party hereto, or any right of any holder of any security of any party hereto to require such party, to purchase, offer to purchase, redeem or otherwise prepay or repay any capital stock or other security, or deposit any funds to effect the same. All parties will use their best efforts to facilitate the consummation of the Contribution as contemplated hereunder and the Merger as contemplated under the Merger Agreement, including obtaining requisite approval of shareholders and other third parties. Through Closing, with the exception of any shares of Advanced Common Stock issued pursuant to the cancellation agreements referenced in Section 1.7 and any shares of Dynamic Common Stock issued upon exercise of outstanding Dynamic Warrants, Dynamic Options or conversion of the Dynamic Secured Notes, no party will issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities. Through Closing, no party will split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire any ...
Preservation of Business and Assets. From the date of this Agreement until Closing, Company, JGM, JSM, WKM and the Partnership Shareholders will use their reasonable best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of the Business and Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, to preserve, protect and maintain for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Company, Subsidiaries or the Business. Company will use its best efforts to retain its employees in their current positions up to Closing. Buyer acknowledges that the foregoing covenants are subject to the cost reduction measures specified in Exhibit 3.5. Until termination of this Agreement, Company, Subsidiaries and Sellers will not sell, transfer or pledge, or negotiate the sale, transfer or pledge of, either any of the Assets or Shares or any other security of Company or Subsidiaries, nor merge or consolidate with any other entity; neither Company, Subsidiaries nor Sellers will solicit any inquiries, proposals or offers relating to any such transactions; and such parties will promptly notify Buyer orally, and confirm in writing, of all relevant details relating to inquires, proposals or offers which either may receive relating to any such matters. From the Effective Date until Closing, subject to the provisions of Section 1.4 and the last paragraph of Section 3.5, Company and Subsidiaries will pay no dividend, and will make no distribution or extraordinary payment to Sellers or any third party or pay any intercompany payable and, other than in the ordinary course of business, Company and Subsidiaries will not sell, discard or dispose of any of the Assets. Except in the ordinary course of business, none of the Contracts will be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer, and Company and Subsidiaries will not enter into any new material contract, commitment or other transaction with respect to the Business or the Assets without the prior written consent of Buyer. From the Effective Date until Closing, Company, Subsidiaries and any party in possession of all or any part of the Assets will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Company and JGM, JSM, WKM and the Partnership Shareho...
Preservation of Business and Assets. From the date hereof until the Closing, each party will use its best efforts and will do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the operation of its respective business and assets as a going concern consistent with prior practice and not other than in the ordinary course of business, including preserving, protecting and maintaining the goodwill of the suppliers, employees, clientele and others having business relations with such party. Each party will use its best efforts to retain its employees in their current positions up to Closing. Through Closing, no party will acquire or sell or agree to acquire or sell by merging or consolidating with, or by purchasing or selling a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof. From the date hereof until the Closing, no party will pay any dividend or distribution to its shareholders as such, and no party will sell, discard or dispose of any of its assets, other than in the ordinary course of business.
Preservation of Business and Assets. During the period from the date of this Agreement until the First Closing, the Company (a) shall use its commercially reasonable efforts to preserve the current business and goodwill of the Company, and (b) shall not change the fundamental nature or characteristics of its business from the business conducted as of the date hereof.
Preservation of Business and Assets. From the date hereof until the Closing, each of Seller and Shareholder shall use its commercially reasonable efforts and shall do or cause to be done all such acts and things as may be reasonably necessary to preserve, protect and maintain intact the Assets and the business and operation of the Hospital and Related Assets as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain the good will of the Hospital's and Related Assets' medical staff, suppliers, employees, clientele, patients, tenants and others having business relations with Seller. Seller shall use its commercially reasonable efforts to retain its employees in their current positions up to Closing and shall use its commercially reasonable efforts to obtain all documents called for by this Agreement. From and after the date of this Agreement until Closing, Seller will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair, consistent with past practice. Buyer, Parent, Seller and Shareholder shall use their commercially reasonable efforts to the consummation of the transactions contemplated by this Agreement. Until termination of this Agreement, Seller and Shareholder agree that they will not sell or transfer, or negotiate the sale or transfer of, either the Assets or any capital stock of Seller. From and after the date of this Agreement until Closing, Seller shall pay no dividend, and shall make no distribution or extraordinary payment to any of the Shareholder, affiliate or any third party or pay any intercompany payable other than in the ordinary course of business and Seller will not sell, discard, dispose of or move any of the Assets, other than in the ordinary course of business. None of the Leases and Contracts being assumed by Buyer shall be amended between the date hereof and Closing without the prior written consent of Buyer, except for renewals in the ordinary course of business.
Preservation of Business and Assets. From the date hereof until the Closing, Seller shall use its best efforts and shall do or cause to be done all such acts and things as may be necessary to preserve, protect and maintain intact the Assets and the business and operation of the Hospital as a going concern consistent with prior practice and not other than in the ordinary course of business, and to preserve, protect and maintain for Buyer the goodwill of the Hospital's medical staff, suppliers, employees, clientele, patients, tenants and others having business relations with Seller. Seller shall use its best efforts to retain its employees in their current positions up to Closing and shall use its best efforts to obtain all documents called for by this Agreement. From and after the date of this Agreement until Closing, Seller will maintain and keep the Assets in a sanitary, well-maintained condition and in good order and repair. Buyer, Seller and Members shall use their best efforts to facilitate the consummation of the transactions contemplated by this Agreement. From and after the date of this Agreement until Closing, Seller shall pay no dividend, and shall make no distribution or extraordinary payment to any of the Members, Affiliate or any third party or pay any intercompany payable and, other than in the ordinary course of business. Seller will not sell, discard, dispose of or move any of the Assets. None of the Leases and Contracts shall be amended between the date hereof and Closing without the prior written consent of Buyer.
Preservation of Business and Assets. Until the Closing, each of the Company, the LLC and each of the Stockholders shall use their best efforts to: (a) preserve the current business of the Company, (b) maintain the present clients of the Company, in each case, on terms that are at least as favorable as the terms of the agreement between the Company and the relevant client as in effect on the date hereof, (c) preserve the goodwill of the Company, and (d) preserve any Licenses required for, or useful in connection with, the business of the Company (including without limitation all investment adviser registrations). In addition, none of the Stockholders shall take any material action not in the ordinary course of business relating to the Company or which might have a material adverse effect on the transactions contemplated hereby, without the prior consent of AMG.
Preservation of Business and Assets a. Until Closing, except as contemplated hereby, each of the Xxxxxxxxx Entities and the Principals shall use his or its reasonable best efforts to: (1) preserve the current business of the Xxxxxxxxx Entities; (2) maintain the present clients of the Xxxxxxxxx Entities, in each case on terms substantially equivalent to the terms of the existing agreements between those clients and those Persons in effect on the date hereof; (3) preserve the goodwill of the Xxxxxxxxx Entities; and (4) preserve the Licenses required in connection with the businesses of any of the Xxxxxxxxx Entities and the Principals.
Preservation of Business and Assets. Until the Closing, each of Mesirow Asset Management, Mesirow Holdings, the Partnership and each Manager shall use all commercially reasonable efforts, consistent with past practices, to: (a) preserve the current Institutional Business, (b) maintain the present clients of the Institutional Business until the Asset Transfers, and thereafter to maintain such clients as clients of the Partnership, in each case, on terms that are at least as favorable as the terms of the agreements between Mesirow Asset Management and the relevant client as in effect on the date hereof, (c) preserve the goodwill of Mesirow Asset Management until the Asset Transfers, and thereafter to preserve such goodwill as goodwill of the Partnership, and (d) preserve any Licenses required in connection with the business of Mesirow Asset Management (including without limitation all investment adviser registrations). In addition, none of Mesirow Asset Management, Mesirow Holdings (to the extent it may affect Mesirow Asset Management or the Partnership), the Partnership, any of Management Corporations or any of the Managers shall take any material action not in the ordinary course of business without giving AMG prior written notice thereof.
Preservation of Business and Assets. Until the Closing, the Company and each of the Partners shall use all commercially reasonable efforts to: (a) preserve the current business of the Company, (b) maintain the present Clients of the Company, in each case, on terms that are at least as favorable as the terms of the agreement between the Company and the relevant Client as in effect on the date hereof, (c) preserve the goodwill of the Company, and (d) preserve any Licenses required for, or useful in connection with, the business of the Company (including without limitation all investment adviser and broker-dealer registrations and all memberships or similar privileges in exchanges or self-regulatory organizations). In addition, none of the Partners shall take any material action not in the ordinary course of business relating to the Company or which might have a material effect on the transactions contemplated hereby, without the prior consent of Buyer.
