Conduct of Business Prior to Closing Sample Clauses

Conduct of Business Prior to Closing. From the date hereof until the Closing or earlier termination of this Agreement in accordance with Article 11, except as otherwise expressly provided in this Agreement, the Target LLCs shall, and Advisor Parent shall cause the Target Companies and the other Advisor Parties, as applicable, to: (i) use commercially reasonable efforts to conduct the business of each Target Company in all material respects and the business of any other Advisor Party in all material respects as it relates to the Business Assets in the ordinary course, consistent with past practice and in compliance with the requirements of the Advisory Agreements and the Property Management Agreements; (ii) use commercially reasonable efforts to keep available the services of its present officers and employees who provide material services to GNL and RTL and their Subsidiaries; and (iii) use commercially reasonable efforts to preserve its relationships with others having business dealings with it relating to the business of each Target Company or the Business Assets. Without limiting the generality of the foregoing, except as otherwise contemplated by this Agreement, from the date hereof to the Closing, without the prior written consent of GNL and the Internalization Subs (which consent shall not be unreasonably withheld, conditioned or delayed), the Target Companies shall not, and Advisor Parent shall cause the Target LLCs not to: (a) sell, lease, encumber, transfer, license or dispose of any Business Assets or material properties or assets of any of the Target Companies, other than in the ordinary course of business consistent with past practice; (b) amend or terminate any Identified Contract, other than in the ordinary course of business; (c) fail to timely pay any account payable in the ordinary course of business, other than amounts that are subject to dispute in good faith; (d) take any action or fail to take any action, which action or failure that would adversely affect GNL or RTL’s qualification as a REIT or GNL OP’s or RTL OP’s qualification as a partnership for U.S. federal income tax purposes; (e) enter into any new line of business; (f) make any loans, advances or capital contributions to, or investments in, any other Person (including to any of its officers, directors, Affiliates, agents or consultants), make any change in its existing borrowing or lending arrangements for or on behalf of such Persons, or enter into any “keep well” or similar agreement to maintain the financial co...

Conduct of Business Prior to Closing. During the period from the date of this Agreement through the Closing Date, except as contemplated by this Agreement or with the consent of Buyer, or as required by Applicable Law, Seller and the Managers (provided, however, that nothing set forth in this Section 7.2 shall prevent a Manager from terminating his employment with the Company or its Subsidiary prior to the date of the execution of the Interim Partnership Agreement) shall use their respective reasonable best efforts to cause the Company and its Subsidiary to, in all material respects, (a) carry on its business in the ordinary course consistent with past practice and in compliance in all material respects with all Applicable Laws; (b) preserve its present business organization and relationships; (c) keep available the present services of its significant employees; (d) preserve the rights, franchises, goodwill and relations of the Company Clients and others with whom material business relationships exist; and (e) preserve any Permits required in connection with the business of the Company, its Subsidiary or the Partnership (including without limitation all investment adviser and commodity adviser registrations). In addition, none of Seller, the Company, its 37 44 Subsidiary, the Managers or the Management Corporations shall take any material action not in the ordinary course of business relating to the Company, its Subsidiary, or the Partnership or which could reasonably have a Material Adverse Effect on the transactions contemplated hereby, without giving Buyer prior written notice thereof. Without limiting the generality of the foregoing, except as contemplated by this Agreement or consented to by Buyer, or as required by Applicable Law (provided, that with respect to those actions which are required by Applicable Law, Buyer shall have been given at least three (3) days prior written notice) between the date of this Agreement and the Closing Date: (i) none of the Company, its Subsidiary or the Partnership shall, take any action impairing its rights in any material Contract other than in the ordinary course of business; (ii) none of the Company, its Subsidiary or the Partnership shall make any change in its charter documents, by-laws, or partnership agreement, as applicable; (iii) except as set forth in Section 2.2(c), none of the Company, its Subsidiary or the Partnership shall make any change in its capitalization; (iv) none of the Company, its Subsidiary or the Partnership shall (i) create, i...

Conduct of Business Prior to Closing. (a) Except as otherwise expressly required by the Transaction Documents or applicable Law, by the performance of any Material Contract that was Previously Disclosed, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to: (i) use commercially reasonable efforts to conduct its business only in the ordinary course of business; and (ii) use commercially reasonable efforts to (A) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (B) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (ii) shall limit or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity. (b) Except as set forth in Section 3.1(b) of the Disclosure Schedule, with the prior written consent of the Investor (which shall not be unreasonably withheld or delayed) or otherwise contemplated by the Transaction Documents, the Company shall and shall cause the Company Subsidiaries to not: (A) amend its articles of incorporation or bylaws or similar organizational documents; (B) (1) declare, set aside or pay any distributions or dividends on, or make any other distributions (whether in cash, securities or other property) in respect of, any of its Capital Stock (other than pursuant to Section 3.18); (2) split, combine or reclassify any of its Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Capital Stock or any of its other securities; or (3) purchase, redeem or otherwise acquire any Capital Stock or any of its other securities or any rights, warrants or options to acquire any such Capital Stock or other securities; (C) issue, deliver, sell, grant, pledge or otherwise dispose of or encumber any Capital Stock, any other voting securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such Capital Stock, voting securities or convertible or exchangeable securities, other than any issuance of Common Stock on exercise of any compensatory stock options outstanding on the date of this Agreement; (D) c...

Conduct of Business Prior to Closing. 5.2.1 Except as contemplated by this Agreement, during the Closing Period, the Vendors shall cause the Group to conduct the Business in the Ordinary Course. 5.2.2 Without limiting the generality of Section 5.2.1, but subject to the exceptions provided for therein, during the Closing Period, the Vendors shall and shall cause each member of the Group: (a) to preserve intact the current organization of the Group, keep available the services of the Employees and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors and all other Persons having business relationships with either member of the Group; (b) to retain possession and control of its assets and the other property and assets used by it in the Business, maintain insurance coverage commensurate with existing coverage and preserve the confidentiality of any confidential or proprietary information of the Business or the Group; (c) to take all actions within their control to ensure that each member of the Group performs, in all material respects, their obligations falling due during the Closing Period under all Contracts, material to the Business, to which such member is a party or by which it is bound; (d) not to amalgamate, merge or consolidate with, or acquire any shares or all or substantially all the assets of any Person or otherwise acquire any business; and not to amend or approve any amendment to its Constating Records or capital structure, issue or sell, authorize for issuance or sale, or grant options, warrants or rights to subscribe for or purchase, any of its shares, or otherwise effect any corporate reorganization; (e) not to reorganize or make any change in respect of any of its shares, declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares, or redeem or otherwise acquire any of its shares; (f) not to amend any Tax Returns, make any election relating to Taxes, change any election or filing positions relating to Taxes already made, adopt or change any accounting methods relating to Taxes, enter into any agreement with any Tax authority, settle or compromise any proceeding relating to Taxes, or consent to the waiver of any statute of limitations relating to any Claim or audit of Taxes; (g) other than in the Ordinary Course, not to (A) increase the compensation of any director, officer, Employee, Consultant, contractor or agent of either member of the Group; (B) i...

Conduct of Business Prior to Closing. Except as expressly contemplated by this Agreement or disclosed on Schedule 6.1(c), except to the extent of the filing of the Bankruptcy Case and thereafter as expressly required under the Bankruptcy Code or other applicable Law or any ruling or order of the Bankruptcy Court and/or except to the extent waived by Buyer’s prior written consent (such consent not to be unreasonably withheld, conditioned, delayed or denied), Seller shall (i) conduct the Business in the Ordinary Course of Business and in a manner substantially similar to the manner in which Seller has operated, consistent with past practice (including with respect to the payment of accounts payable of Seller), taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, (ii) not, directly or indirectly, sell or otherwise transfer or dispose, or offer, agree or commit (in writing or otherwise) to sell or otherwise transfer or dispose of any of the Acquired Assets, except in the Ordinary Course of Business, (iii) not, directly or indirectly, permit, offer, agree or commit to permit, any of the Acquired Assets to become subject, directly or indirectly, to any Lien, Claim, Interest or Encumbrance, except for Permitted Liens, and other than pursuant to the DIP Financing, (iv) taking into account Seller’s status as a debtor-in-possession in the Bankruptcy Case, preserve intact the Business, to keep available the services of its current employees and agents and to maintain its relations and goodwill with its vendors, suppliers, customers, distributors and any others with whom or with which it has business relations, and (v) not file any motion with the Bankruptcy Court to take any action inconsistent with this Agreement including, without limitation, this Section 6.1(c). Without limiting any Party’s rights or obligations under this Agreement, the Parties understand and agree that (A) nothing contained in this Agreement shall give Buyer, directly or indirectly, the power to control or direct the operations of Seller, or the Business prior to the Closing and (B) prior to the Closing, Seller shall exercise consistent with, and subject to the terms and conditions of this Agreement, complete control and supervision of its operations.

Conduct of Business Prior to Closing. Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to: (a) use commercially reasonable efforts to conduct its business only in the ordinary course of business consistent with past practice; and (b) use commercially reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and any Company Subsidiary and (ii) preserve business relationships with customers, suppliers, consultants and others having business dealings with the Company; provided, however, that nothing in this clause (b) shall place any limit on the ability of the Board of Directors to act in accordance with, or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with, its duties or the Company’s obligations under applicable Law or imposed by any Governmental Entity.

Conduct of Business Prior to Closing. (a) Except as disclosed in Exhibit 6.1(a), or except for any transactions contemplated by this Agreement, from the date hereof to the Closing Date, Sellers shall use their shareholder rights (to the extent permitted under applicable law) so as to cause the Company to conduct its business, in all material respects, in the ordinary course, consistent with past practice, and Sellers, in particular, shall not, and shall use their rights as holders of all shares in the Company (to the extent permitted under applicable law and the articles of association or by-laws of the Company) so as to cause the Company not to, take, or commit to take, any of the following actions: (i) any recapitalization or reorganization, any merger or similar business combination between the Company and any third party, any split (Spaltung), dissolution, liquidation or other significant change of the corporate structure; (ii) any declaration or payment of dividends by the Company to any of the Sellers; (iii) any acquisition, encumbrance or divestiture by the Company of a shareholding or business (Geschäftsbereich); (iv) any incurrence or guarantee by the Company of any indebtedness for borrowed money in excess of EUR 100,000; (v) any investment by the Company in, or the making of any loan to, any other company or entity exceeding in each case EUR 100,000; (vi) any sale of any fixed assets with a value in excess of EUR 100,000 in the individual case; (vii) any capital expenditure by the Company, by additions or improvements to property, plant or equipment, in excess of EUR 100,000 each, except as provided in any plan or budget disclosed to Purchaser prior to the date hereof; (viii) any lay-off with respect to a significant part of the workforce of the Company; (ix) any change in, or commitment to change, any compensation or benefit of any Key Employee pursuant to any severance, retirement or other agreement made in connection with this Agreement or the transactions contemplated hereby; (x) amend or terminate (i) the New License Agreements or (ii) the Silicon Supply Agreement as amended pursuant to this Agreement; or (xi) file for insolvency unless required by mandatory laws in each case without Purchaser’s prior consent (such consent not to be unreasonably withheld). If Purchaser does not react to such request of Sellers within five Business Days, the consent shall be deemed granted. (b) Sellers’ obligations in this Section 6 shall not apply if and to the extent that Sellers’ compliance w...

Conduct of Business Prior to Closing. During the period between the date of this Agreement until the earlier to occur of the termination of this Agreement in accordance with Section 9.1 or the Closing Date (the “Pre-Closing Period”), Seller shall use commercially reasonable efforts to: (i) cause the Company to be formed and capitalized, and the shares of the Company’s capital stock, including the Shares, to be issued, in accordance with all applicable Laws; (ii) maintain the books of account, records and files of the Company in accordance with all applicable Laws; and (iii) inform Buyer in writing of any event or circumstance that has or would reasonably be expected to have, a Material Adverse Effect, or which constitutes a breach of any representation, warranty or covenant set forth herein, promptly, and in any event prior to the Closing Date and within two (2) Business Days after the occurrence of any such event or circumstances to Seller’s Knowledge. During the Pre-Closing Period, except: (x) as specifically contemplated by this Agreement or any documents or instruments executed in connection with the consummation of the Transactions or (y) as provided on Schedule 6.1, the Company shall not, and Seller shall cause the Company not to, absent the prior written consent of Buyer, which may be withheld, conditioned or delayed by Buyer in its sole discretion: (a) issue or sell any equity securities or debt securities of the Company; (b) directly or indirectly purchase, redeem or otherwise acquire or dispose of any capital stock of the Company; (c) split, combine or reclassify any of the outstanding shares or classes of capital stock of the Company; (d) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization of the Company; (e) declare, set aside or pay any dividend or other distribution; (f) incur, assume or guarantee any Company Debt or make any loans or advances to any Person; (g) subject any of the Company assets (real, personal or mixed, tangible or intangible) to any Lien, except for Permitted Liens; (h) permit or allow the sale, lease, transfer, abandonment, cancellation or disposition of any of the Company assets (real, personal or mixed, tangible or intangible, including the Company Intellectual Property); (i) make any commitments for capital expenditures; (j) make any amendments to the Charter or Bylaws of the Company; (k) make any material change in the Company accounting methods or practices, other tha...

Conduct of Business Prior to Closing. Except as IGU may otherwise consent, from the Effective Date until the Closing: (a) Except as otherwise provided in Sections 5.3(b), (c), and (d), AIDEA shall cause the Acquired Companies to: (1) conduct the Operations in the ordinary course of business and consistent with prior practice, and subject to their existing contractual obligations, so long as such action does not result in a Material Adverse Effect; (2) not alter Inventory levels in any material way from their usual and customary amounts; (3) not sell, lease (as lessor), transfer, license (as licensor), or voluntarily dispose of, any assets material to the Operations, other than Inventory sold in the ordinary course; and (4) not amend or voluntarily terminate any Material Contract. (b) AIDEA shall not allow any Encumbrance to be placed against any of the assets of any of the Acquired Companies after the Effective Date. (c) AIDEA shall not allow the Acquired Companies to enter into any agreement having a term of more than six months or any agreement reasonably expected to require expenses or expenditures of more than $50,000. (d) AIDEA shall cause the Acquired Companies to use reasonable efforts to preserve their business organizations and relations with their customers, suppliers, and employees. (e) AIDEA shall not allow the Acquired Companies to increase salaries, wages, or benefits for any of the Acquired Companies’ employees or to pay or promise any bonuses to employees, except in the ordinary course of business and consistent with past practices and so long as the cumulative effect of such increases or bonuses is not greater than $50,000 per year. (f) AIDEA shall cause the Acquired Companies to use reasonable efforts to cause there to be no less than Four Million Dollars ($4,000,000) in cash among the consolidated assets of Pentex and the Subsidiaries at the time of Closing. (g) AIDEA shall cause the Acquired Companies to notify IGU in writing within five days after AIDEA or any of the Acquired Companies has Knowledge of any matter or event which will have a Material Adverse Effect and to report quarterly to IGU, not later than the 15th day after the end of any quarter, concerning the status of the businesses and finances of the Acquired Companies.

Conduct of Business Prior to Closing. Prior to the earlier of the Closing or the termination of this Agreement in accordance with Article 8, except as otherwise expressly permitted or required by this Agreement, as otherwise consented to by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as set forth on Schedule 7.2, the Company shall, and shall cause the other Acquired Companies to, conduct their business in all material respects in the ordinary course of business, consistent with past practices and use their commercially reasonable efforts to (i) preserve intact the Acquired Company’s current business organization, (ii) keep available the services of current officers, employees and agents of the Acquired Companies and (iii) maintain in good state relations and good will with customers, suppliers, licensors, licensees, distributors, landlords, creditors, employees, agents and others having business relationships with the Acquired Companies. Without limiting the generality of the foregoing, prior to the earlier of the Closing or the termination of this Agreement in accordance with Article 8, without the prior consent of Parent (not to be unreasonably withheld, conditioned or delayed), and except as otherwise contemplated by this Agreement or as set forth on Schedule 7.2, the Company shall not, and shall not cause or permit any other Acquired Company to: 7.2.1. increase the compensation (including bonuses) payable on or after the date hereof to any director or officer of such Acquired Company except for increases provided for in any Contracts or plans in effect on the date hereof or in the ordinary course of business consistent with past practices; 7.2.2. adopt or amend any Employee Plan that increases the benefits to any employee, officer or director of an Acquired Company other than in the ordinary course of business or as may be required by applicable law; 7.2.3. enter into any collective bargaining agreement; 7.2.4. issue, sell or otherwise dispose of any capital stock or other Equity Interests or grant any options or other rights to purchase or obtain (including upon conversion, exchange or exercise of other securities) any of its capital stock or other Equity Interests (other than any issuance of Shares upon exercise of any Option in effect on the date hereof and in accordance with the terms thereof); 7.2.5. incur, assume or guarantee any Indebtedness, other than under credit facilities in existence on the date hereof in the ordinary course of business and...