Conduct Prior to Closing. 7.1 Conduct of Business by HL, the Company, Parent, and Merger Sub. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing (the “Interim Period”), each of HL, the Company, the Company’s Subsidiaries, Parent and Merger Sub shall, except to the extent that HL (in the case of a request by the Company) or the Company (in the case of a request by HL) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) or as set forth in Schedule 7.1 hereto or as contemplated by this Agreement, carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable Legal Requirements (except as expressly contemplated by Schedule 7.1 hereto) and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees, (iii) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. During the Interim Period, HL shall file all Certifications, registration statements, reports, schedules, forms, statements, and other documents required to be filed or furnished to the SEC (“Additional HL SEC Reports”), which Additional SEC Reports shall be prepared in accordance with the requirements of the Securities Act, the Exchange Act, and the Xxxxxxxx-Xxxxx Act, as the case may be, and the rules and regulations thereunder, and which will not contain any untrue statement of a material fact or omission of a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. In addition, except as required or permitted by the terms of this Agreement, the PIPE Subscription Agreements, or as set forth in Schedule 7.1 hereto, without the prior written consent of HL (in the case of a request by the Company) or the Company (in the case of a request by HL), which consent shall not be unreasonably withheld, conditioned or delayed, during the Interim Period, HL, the Company, the Company’s Subsidiaries, Parent, and Merger Sub shall not do any of the following:
(a) Waive any share repurchase...
Conduct Prior to Closing. Except as otherwise expressly permitted by this Agreement and listed on Schedule 6.4, without the prior written consent of Purchaser (which will not be unreasonably withheld, delayed or conditioned), between the date of this Agreement and the Closing Date, Seller will not conduct the operations of the CNS Division other than in the ordinary course in a manner consistent with past practice. Without limiting the generality of the foregoing, by way of example, Seller shall not (and shall cause its Subsidiaries not to):
(a) excluding ordinary course purchases of inventory, undertake any expenditure, transaction or commitment related to the CNS Division outside of the ordinary course of business and exceeding $200,000 individually or $1,000,000 in the aggregate;
(b) take any action, or fail to take any action, that would result in any of the representations and warranties set forth in Article 4 not being true and correct such that the conditions set forth in Section 7.4(a) of this Agreement would not be satisfied;
(c) terminate, renew or make any material amendments to any of the Transferred Contracts;
(d) sell or license (other than product sales in the ordinary course of business), assign, lease, transfer, convey or pledge the Purchased Assets or commit itself to sell or license (other than product sales in the ordinary course of business), assign, lease, transfer, convey or pledge the Purchased Assets or subject any of the Purchased Assets to a security interest;
(e) enter into any new Employment Agreement with an Employee working within the CNS Division or modify any existing Employment Agreement with an Employee working within the CNS Division;
(f) terminate the employment of any Current Employee, except for cause, provided Seller provides notice to Purchaser prior to any such termination;
(g) reassign any Current Employee working within the CNS Division to another business unit or division of Seller;
(h) change, increase or amend the rate of remuneration (cash, equity or otherwise) or any other terms of employment of any of the Current Employees or adopt, grant extend or increase the rate or terms of any bonus, insurance pension or other employee benefit plan, payment or arrangement made to, for or with any Current Employees, except increases pursuant to any applicable law, rule or regulation;
(i) revalue any of the Purchased Assets, excluding any writing down of the value of Inventory consistent with past practices and GAAP; or
(j) take, or agree in writ...
Conduct Prior to Closing. Without in any way limiting any other obligations of the Vendor hereunder, during the period from the date hereof to the Time of Closing:
Conduct Prior to Closing. Without in any way limiting any other obligations hereunder, during the period from the date hereof to the Time of Closing, each of the parties hereto shall use its best efforts to take and cause to be taken all necessary corporate action, steps and proceedings to approve or authorize, validly and effectively, the completion of the transactions contemplated hereby.
Conduct Prior to Closing. From and after the Signing Date until the earlier of the Closing Date and the date on which this Agreement is terminated, the Company covenants and agrees as to itself and its Subsidiaries not to take any action that is intended or would reasonably be expected to result in any condition in Sections 8 and 9 not being satisfied. Each Investor hereby covenants and agrees to notify the Company upon the occurrence of any event prior to the Closing Date which would cause any representation, warranty, or covenant of the Investors contained in this Agreement to be false or incorrect.
Conduct Prior to Closing. Except as otherwise specifically contemplated by this Agreement, as disclosed in Section 4.1 of the Disclosure Schedule, as required in connection with the Sale, or as required by law, the Companies covenant and agree that, unless the Purchaser shall otherwise consent (which consent, in the case of subsections (ix), (x) and (xii) in Section 4.1(b) below and, only as it relates to subsections (ix), (x) and (xii), subsection (xvi) in Section 4.1(b) below, shall not be unreasonably withheld, delayed or conditioned) in writing, during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Closing:
(a) The business of the Subsidiaries shall in all material respects be conducted only in the ordinary course of business consistent with past practices, and the Companies shall use commercially reasonable efforts, to maintain and preserve substantially intact in all material respects the business organization, employees and advantageous business relationships of the Subsidiaries.
(b) In addition, but without limiting the generality of the foregoing, none of the Companies or any Subsidiaries shall directly or indirectly do any of the following:
(i) issue or sell, or authorize or agree to the issuance or sale of, any shares of, or any options or rights of any kind to acquire any shares of, or any securities convertible into or exchangeable or exercisable for any shares of, capital stock of any class of any Subsidiary;
(ii) acquire, transfer, sell, lease, pledge or encumber any assets material to any Subsidiaries, except in connection with investment activities in the ordinary course of business consistent with past practices ("Subsidiary Investing");
(iii) amend the charter or by-laws or similar organizational documents of any of the Subsidiaries;
(iv) split, combine or reclassify any shares of the capital stock of the Subsidiaries or declare, set aside for payment or pay any dividend or distribution, payable in cash, stock, property or otherwise, with respect to any of the capital stock of any of the Subsidiaries, other than, with respect to dividends or distributions cash dividends and distributions, by a Subsidiary to another Subsidiary (it being understood that no dividend or distribution has been paid or made or will be paid or made by any Subsidiary since September 30, 2000);
(v) except pursuant to Section 5.5, enter into an agreement with respect to any merger, consolidation, liquidation or business combination i...
Conduct Prior to Closing. Without in any way limiting any other obligations of the Vendors and the Corporation hereunder, during the period from the date hereof to the Time of Closing:
Conduct Prior to Closing. A. During the period commencing on the Effective Date and ending on the Closing Date (unless this Agreement shall be terminated prior to a Closing), the business and affairs of IGP and the Project Partnerships will be conducted only in their ordinary course, and neither IGP nor any of the Project Partnerships must experience any adverse change in their respective business, properties, aspects or prospects. Seller agrees that, without prior written approval of Purchaser, Seller will not (and will cause or ensure that IGP does not):
(i) enter into or modify (except as required by applicable law) any compensation, benefit, or other plan, agreement or arrangement (whether written or oral) with respect to any of their directors, officers or employees; except however, the IGP/Seller can continue with the current negotiations of the Union Bargaining Agreement;
(ii) modify substantially the manner in which it has heretofore conducted its business, either into any new line of business or amend its Partnership Agreement;
(iii) dispose of or discontinue any of its material business or properties (except for the Excluded Assets and Ineligible Liabilities) or merge or consolidate with any other entity;
(iv) dispose of or acquire any material contracts or material assets, including without limitation, intellectual property, except in the ordinary course of business;
(v) take any other action not in the ordinary course of business; or
(vi) agree to take any foregoing actions.
B. From and after the Effective Date and until the Closing, Purchaser will have the right to appoint an administrative agent who will work on a day-to-day basis with the management of IGP to ensure the orderly and timely transition of the operation of the Project Partnerships and the related Subject Properties to Purchaser at the Closing. The administrative agent appointed by Purchaser shall have continuous access to financial and accounting records of IGP related to the Project Partners and related Subject Properties.
Conduct Prior to Closing. 55 5.1 Conduct of Business Prior to Closing............................ 55 5.2 Access to Information and Documents............................. 56 5.3
Conduct Prior to Closing. That, at all times prior to closing, Seller will take, or cause to be taken, all actions necessary to cause each of the warranties and representations in this Section 5 to remain true and correct in all respects from the date hereof to the date of closing and will refrain from taking any action which would cause, or threaten to cause, any of such warranties and representations to become incorrect or untrue at any time during such period, unless this Contract specifically provides for the taking of such action and the consequent modification of certain warranties or representations; and
