Preservation of Business and Assets. From the date hereof until the Closing, except as contemplated under the Contribution Agreement, 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, other than pursuant to the Contribution Agreement, 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. Except as expressly set forth in this Agreement or any related Agreement, 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 affect the same. All parties will use their best efforts to facilitate the consummation of the Merger as contemplated hereunder, including obtaining requisite approval of stockholders and third parties. Through Closing, except as expressly set forth in this Agreement or related Agreements (such as the cancellation agreements referenced in Section 1.7 of the Contribution Agreement) and except for exercise of any outstanding Dynamic Warrants, Dynamic Options of conversion of 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...
Preservation of Business and Assets. Until the Closing, each of Seller and Shareholders shall use their 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 operation of the Business and 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 for Buyer the goodwill of the suppliers, employees, clientele, patients and others having business relations with Seller or the Business. Each of Seller and Shareholders shall use their best efforts to obtain all documents called for by this Agreement. Buyer, Seller and Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement. Until termination of this Agreement, Seller and Shareholders agree that they will not sell or transfer, or negotiate the sale or transfer of, either the Assets or any stock of Seller. Until the Closing, Seller shall pay no dividend, and shall make no distribution or extraordinary payment to Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Seller will not sell, discard or dispose of 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. Until Closing, the Seller and any party in possession of all or any part of the Real Estate will not perform any material grading or excavation, construction or removal of any improvement, or make any material other change or improvement upon or about the Real Estate. Until the Closing, Seller 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.
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 Effective Date until the Closing, Company and Shareholders shall use their 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 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 or the Business. Company shall use its best efforts to retain its employees in their current positions up to Closing. Buyer, Company and Shareholders shall use their best efforts to facilitate the consummation of the transactions contemplated under this Agreement. Until termination of this Agreement, Company and Shareholders will not sell or transfer, or negotiate the sale or transfer of, either the Assets or Stock of Company, provided however, Company may transfer Excluded Items Shareholders. From the Effective Date until the Closing, Company shall pay no dividend, and shall make no distribution or extraordinary payment to Shareholders or any third party or pay any intercompany payable and, other than in the ordinary course of business, Company will not sell, discard or dispose of any of the Assets. None of the Leases and Contracts shall be amended in any material respect between the date hereof and Closing without the prior written consent of Buyer. From the Effective Date until Closing, Company 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, ordinary wear and tear excepted.
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.
b. Except for the transactions contemplated by the Transaction Documents prior to Closing, none of the Xxxxxxxxx Entities shall materially change the fundamental nature or characteristics of its business from the business conducted as of the date hereof without WTI's prior written consent.
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.
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. Until the Closing, each of the Company, the LLC and each of the Majority Stockholders shall use 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 investment adviser representative, registrations). In addition, except as expressly contemplated by this Agreement, none of the Majority Stockholders shall take or permit to be taken any material action not in the ordinary course of business relating to the Company or which could reasonably be expected to have a material effect on the transactions contemplated hereby, without the prior consent of AMG.
