Regular Course of Business. (a) The Company shall operate its business diligently and in good faith and in the ordinary and usual course, consistent with past management practices; shall maintain all of its respective properties in good order and condition, shall maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein or except as occurs in the ordinary course of business; shall comply in all material respects with the provisions of all Regulations and Orders applicable to the Company and the conduct of its business; shall not cancel, release, waive or compromise any debt, Claim or right in its favor; shall not alter the rate or basis of compensation of any of its officers, directors, employees or consultants; shall maintain insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; and shall preserve the business of the Company intact, and use its reasonable best efforts to keep available for the Company and the Purchaser the services of the officers and employees of the Company, and to preserve the good will of clients, suppliers and others having business relations with the Company.
(b) Without limiting the generality of the foregoing paragraph, the Company shall not, from the date hereof until the Closing, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of TSI:
(i) issue, sell, pledge, dispose of, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of any shares of its capital stock of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest, of it;
(ii) declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock, except for distributions to shareholders, which (i) are consistent with past practice, (ii) do not cause the Company to fail to meet the financial conditions set forth in Section 2.10 and (iii) do not violate pooling of interests restrictions; or
(iii) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock.
(c) Notwithstanding any other provision set forth in this Section 4.1, Section 4.5 or Section 2.17, the Purchaser hereby acknowledges and agrees that the Company shall pay: (i) the attorne...
Regular Course of Business. Between the date of this Agreement and the Closing Shareholders will not cause or permit Seller to engage in any practice, take any action, or enter into any transaction outside the Ordinary Course of Business. Further, Shareholders will cause Seller to operate Seller’s Business in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it. Shareholders will not cause or permit Seller to take any actions which would require a supplement or amendment to the items required to be disclosed pursuant to Section 3.1. Further, between the date of this Agreement and the Closing Date, Seller will:
(a) communicate regularly with Buyer and keep Buyer closely advised of any material developments relating to Seller and the Purchased Assets;
(b) pay all of its trade accounts payable as they become due in the Ordinary Course of its Business;
(c) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with prior periods, and will comply with all laws applicable to each;
(d) keep and maintain all approvals, authorizations, consents, licenses, domain name registrations, operating authorities, certificates of public convenience, orders and other permits in full force and effect, continue to operate Seller’s Business pursuant to such approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and other permits and take all steps necessary to meet requirements on pending applications for approvals, authorizations, consents, licenses, operating authorities, certificates of public convenience, orders and permits; and
(e) not increase the discounts or other sales promotions it offers to customers over the discounts and promotions offered by Seller during the 3 month period immediately preceding the date of this Agreement.
Regular Course of Business. Each Seller Company shall (a) operate its business diligently and in good faith, consistent with past management practices; (b) maintain all of its properties in customary repair, order and condition, reasonable wear and tear excepted; (c) maintain (except for expiration due to lapse of time) all leases and Contracts in effect without change except as expressly provided herein; (d) comply with the provisions of all Regulations and Orders applicable to such Seller Company and the conduct of the Business; (e) not cancel, release, waive or compromise any debt, Claim or right in its favor having a value in excess of $5,000 other than in connection with returns of inventory for credit or replacement in the ordinary course of business; (f) not alter the rate or basis of compensation of any of its officers, directors, managers or employees other than in the ordinary course of business consistent with past practice and immaterial in amount or otherwise adopt or modify any Benefit Plan; (g) maintain insurance coverage up to the Closing Date with the coverage and in the amounts set forth in Schedule 2.24 attached hereto; (h) maintain inventory, supplies and spare parts at customary operating levels consistent with current practices, and replace in accordance with past practice any inoperable, worn out or obsolete assets with modern assets of comparable quality; (i) maintain each Seller Company’s books, accounts and records in accordance with past custom and practice as used in the preparation of the Financial Statements; (j) maintain in full force and effect the existence of all Business Intellectual Property rights; (k) use its reasonable best efforts to preserve the goodwill and organization of the Business and its relationships with its customers, suppliers, employees and other Persons having business relations with it; (l) not take or omit to take any action that would require disclosure under Section 2, or that would otherwise result in a breach of any of the representations, warranties or covenants made by Parent or Seller Companies in this Agreement or in any of the agreements contemplated hereby; (m) not sell any of such Seller Company’s assets other than in the ordinary course of business; and (n) not take any action or omit to take any action which act or omission would reasonably be anticipated to have a Material Adverse Effect.
Regular Course of Business. Except as otherwise specified in this Agreement, in the Protocol, if required by XXXX or if necessary to close the Transaction, from the date hereof and until the Closing date, each of the Companies agrees to conduct its operations in observance of the regular course of their respective businesses and/or carried out in their best interest in view of the market circumstances, and refrain from committing acts that may materially affect their businesses or operations.
Regular Course of Business. The Seller will carry on its business diligently and substantially in the same manner as heretofore conducted, and shall not institute any new methods of management, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment, except in the usual and ordinary course of business and consistent with past practice as limited by the more restrictive provisions of this Agreement, where applicable, or as otherwise specifi cally contemplated by this Agreement and not in violation thereof.
Regular Course of Business. The Seller will operate its business in -------------------------- accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and the Seller will continue to use its reasonable efforts to keep available the services of present officers and employees (other than planned retirements) and to preserve its present relationships with persons having business dealings with it.
Regular Course of Business. Operate its business diligently and in good faith and in the Ordinary Course of Business, including, without limitation: (i) maintaining all of its respective properties in good order and condition; (ii) maintaining (except for expiration due to lapse of time) all Contracts in effect without change except as expressly provided herein; (iii) complying with the provisions of all Regulations and Orders applicable to the Company and the conduct of its respective business; (iv) maintaining insurance and reinsurance coverage as in effect on the date hereof up to the Closing Date; (v) preserving the business of the Company intact; (vi) using its best efforts to keep available for the Company and Buyer, the services of the employees of the Company; and (vii) preserving the good will of clients, suppliers and others having business relations with the Company.
Regular Course of Business. Target shall carry on its business diligently and substantially in the same manner as heretofore conducted, and Target shall not institute any new methods of manufacture, purchase, sale, lease, management, distribution, accounting or operation or engage in any transaction or activity, enter into any agreement or make any commitment except in the ordinary course of business and consistent with past practice.
Regular Course of Business. MSGI will conduct its business in the same manner as heretofore conducted and MSGI will not engage in any transaction or activity, enter into any agreement or make any commitment except in the ordinary course of business. MSGI will not take any action the taking of which, or omit to take any action the omission of which, would cause any of the representations or warranties contained in Article II to fail to be true in any material respect at and as of any time prior to the Effective Time, except as otherwise permitted by this Agreement.
Regular Course of Business. Santa Lucia will conduct its business in the same manner as heretofore conducted and Santa Lucia will not engage in any transaction or activity, enter into any agreement or make any commitment otherwise than in the ordinary course of business and consistent with past practice. Santa Lucia will not take any action the taking of which, or omit to take any action the omission of which, would cause any of the representations or warranties contained in Article III to fail to be true in any material respect at and as of any time prior to the Effective Time, except as otherwise permitted by this Agreement.
