The Company’s Business. For the purposes of this Section 8, the Company’s Business is defined to mean owning, operating or providing business consulting services to pharmacies that offer pharmaceutical products and services to long-term care facilities, including skilled nursing facilities, assisted living facilities and behavioral health facilities, as such activities are conducted by the Company, or the provision of any other products or services conducted, authorized, offered or provided by the Company within the two year period prior to Executive’s termination.
The Company’s Business. For purposes of this Agreement, the “Company’s Business” shall mean the development, marketing, sale and implementation of, among other things, revenue cycle management services and solutions, physician advisory services, and quality and cost products and services.
The Company’s Business. It is expressly agreed by the parties that the Company is engaged in the business of owning, managing and operating gaming and casino facilities in the states of Missouri, Mississippi, Iowa, Louisiana, Colorado, Florida, the United Kingdom and the Bahamas, is in the business of seeking new gaming properties in additional jurisdictions and is engaged in all aspects of such gaming and casino operations. Employee desires to be employed by the Company and acknowledges and agrees that the Company would be adversely affected if Employee competes with the Company during, and subsequent to, Employee’s employment with the Company.
The Company’s Business. It is expressly agreed by the parties that, as of the Effective Date, the Company is engaged in the business of owning, managing and operating gaming and casino facilities in the states of Missouri, Mississippi, Iowa, Louisiana, Colorado and Florida, as of the Agreement Date has pending licenses in Nevada and Pennsylvania, and is in the business of seeking new gaming properties in additional jurisdictions and is engaged in all aspects of such gaming and casino operations. Employee desires to continue to be employed by the Company from and after the Effective Date and acknowledges and agrees that the Company would be adversely affected if Employee competes with the Company during, and subsequent to, Employee’s employment with the Company.
The Company’s Business. 2.1. The primary object of the Company and any Subsidiaries is to carry on the business of the Field in the Territory and to achieve the objectives set out in this Agreement.
2.2. On the date hereof, as provided in Article V hereof, (a) Cytogen is paying to the Company $20 million (the "Initial Capital"), in consideration of all of the Shares. The Company hereby agrees that, unless consented to by the Shareholders, it shall not issue any Shares other than Management Shares. Each of the Shareholders agrees that it shall use its best efforts to cause the Company to be bound by the provisions of this Agreement. Except as the Shareholders may otherwise agree in writing and except as may be provided in this Agreement, the Business Plan or any Supply Agreements, the Shareholders shall exercise their powers in relation to the Company so as to ensure that the business is carried on in a proper and prudent manner.
2.3. Each of Cytogen and Elan shall use all reasonable and proper means at its disposal and within its power to maintain, extend and improve the Business of the Company, within the limits of this Agreement, and to further the reputation and interests of the Company.
2.4. The central management and control of the Company shall be exercised at the principal place of business of the Company and shall be vested in the Directors and such persons as they may delegate the exercise of their powers in accordance with this Agreement. The Shareholders shall use their best endeavors to ensure that the Company is treated as resident for taxation in such jurisdiction as the Directors shall determine and that the right to use of the Technology shall, to the maximum extent practicable, be owned and held by the Company, or its Affiliate, or its designee.
2.5. Each of the Shareholders hereby confirms that in the event of a dispute arising between the Company and a Shareholder, the Directors appointed by that Shareholder shall consent to any action or proceedings taken or initiated by the Company against that Shareholder to resolve the dispute.
The Company’s Business. 2.6.1 Business since the Balance Sheet Date Since the Balance Sheet Date:
(1) the Company has carried on its business in the ordinary and usual course and without entering into any transaction assuming any liability or making any payment not provided for in the Audited Accounts which is not in the ordinary course of its business and without any material interruption or alteration in the nature scope or manner of its business.
(2) the Company has not borrowed or raised any money or taken any form of financial facility;
(3) the Company has paid its trade creditors within the times agreed with such creditors and so that there are no trade debts outstanding by the Company in violation of any agreement or which have been due for more than twelve weeks and the copy of the trade creditors report of the Company annexed to the Disclosure Letter shows details of all amounts owed to trade creditors by the Company as at close of business on the last Business Day immediately prior to the date of this Agreement;
(4) the Company has not made or agreed to make any material capital expenditure and has not entered into or agreed to enter into any capital commitment nor has it disposed of or dealt in or realised any of its assets or any interest therein or agreed to do any of these things other than sales in the ordinary course of its business;
(5) no share or loan capital has been issued or agreed to be issued by the Company;
(6) no distribution of capital or income has been declared made or paid in respect of any share capital of the Company and (excluding fluctuations in overdrawn current accounts with bankers) no loan or loan capital or preference capital of the Company has been repaid in whole or part or has become liable to be repaid;
(7) so far as the Vendors are aware but without making any specific enquiry of any customer or supplier for the purpose of making this Warranty there has been no significant event or occurrence (including but not limited to the loss of any significant customer client or supplier) which has had or following Completion may have a material adverse effect on the Company’s financial or trading position; and
(8) there has been no material deterioration in the financial or trading position or turnover of the Company
The Company’s Business. It is expressly agreed by the parties that, as of the Effective Date, the Company is (i) engaged in the business of owning, managing and operating gaming and casino facilities in the states of Missouri, Mississippi, Iowa, Louisiana, Colorado, Pennsylvania and Florida, (ii) is licensed to own, manage and operate gaming and casino facilities in the state of Nevada, (iii) is in the business of seeking new gaming properties in additional jurisdictions and (iv) is engaged in all aspects of such gaming and casino operations. Employee desires to continue to be employed by the Company from and after the Effective Date and acknowledges and agrees that the Company would be adversely affected if Employee competes with the Company during, and subsequent to, Employee’s employment with the Company.
The Company’s Business. It is understood by Employee that the "Company's Business" includes, without limitation, research, development and commercialization of treatments for respiratory diseases, including but not limited to cystic fibrosis, chronic obstructive pulmonary disorders, tuberculosis, chronic bronchitis and related diseases and treatment of sepsis, ARDS and related diseases. Any notification of Employee by the Company, oral or written, or any reasonable knowledge on the part of Employee that the Company's Business includes other specific aspects shall expand Employee's obligations under this Agreement to include those additional aspects of the Company's Business.
The Company’s Business. The Company has full power and authority to own all of its properties and assets and to carry on its business, as it is now being conducted, and is duly qualified to do business and is in good standing in each jurisdiction in which the ownership of its property or the conduct of its business requires such qualification, if the failure to so qualify would have a material adverse effect on the business, financial condition or results of operations of the Company.
The Company’s Business. The Company is an independent, oil and gas exploration company whose goal is to acquire properties, situated in proximity to producing fields, for exploration and development. Mogul Energy International, Inc. Regulation S Offering December 12, 2007
