Operation of the Company. (a) During the Pre-Closing Period, the Company will carry on its business solely in the usual and ordinary course consistent with past practice. Without limiting the generality of the foregoing:
(i) the Company shall conduct its business and operations in the ordinary course and in substantially the same manner as such business and operations have been conducted prior to the date of this Agreement;
(ii) the Company shall use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers, directors, employees, agents, consultants and other similar representatives and maintain its relations and good will with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with the Company;
(iii) the Company shall keep in full force all insurance policies maintained by it as of the date hereof;
(iv) the Company shall cause its officers to report regularly (but in no event less frequently than weekly) to nStor concerning the status of the Company's business;
(v) the Company shall not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of Capital Stock, and shall not repurchase, redeem or otherwise reacquire any shares of Capital Stock or other securities (except that the Company may repurchase Company Common Stock from former employees pursuant to the terms of existing restricted stock purchase agreements);
(vi) the Company shall not sell, issue or authorize the issuance of (i) any Capital Stock or other security, (ii) any option or right to acquire any Capital Stock or other security, or (iii) any instrument convertible into or exchangeable for any Capital Stock or other security (except that the Company shall be permitted to issue Company Common Stock to employees upon the exercise of outstanding Options and Warrants and to new employees consistent with its existing hiring policy;
(vii) the Company shall not amend or waive any of its rights under, or permit the acceleration of vesting under, (i) except to the extent expressly permitted under the terms of this Agreement, any provision of any of its stock plans, (ii) any provision of any agreement evidencing any outstanding Option, or (iii) any provision of any restricted stock purchase agreement;
(viii) the Company shall not (i) amend or permit the adoption of any amendment to the Company's articles of organization or bylaws, (ii) effect or permit the Compa...
Operation of the Company. Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Agreements, including, without limitation, to vote all Securities held by it (and to cause all Securities held by any of its Affiliates and permitted transferees under Section 13 to be voted) to effect the terms hereof.
Operation of the Company. A. Except as otherwise expressly provided in this Agreement, the rights and obligations of the Member, the management of the affairs of the Company, the conduct of its business, and its dissolution and all other matters shall be governed by the Act.
B. In managing the affairs of the Company, the Member may appoint such representatives to act on its behalf, using such titles as the Member, in its sole discretion, may determine.
Operation of the Company. The Company will be operated in accordance with its organizational documents (including the Company’s Statutes) and a shareholders’ agreement to be executed by the Parties as Members.
Operation of the Company. The Company shall operate as provided in this Agreement and pursuant to the Act, as the Act may be amended from time to time; provided, however, that in the event of any inconsistency between any provision of the Act and the provisions of this Agreement, the provisions of this Agreement shall govern to the extent permitted by the Act.
Operation of the Company. The Company shall be an investment holding company with the sole purpose of (a) holding and disposing of the Purchased Shares, the Convertible Note(s) and the Converted Securities, (b) carry out any actions in relation to the Debt Financing and the IDG Loans and (c) carry out any other actions pursuant to this Agreement and shall not engage in any other business operation.
Operation of the Company. (a) Except as otherwise contemplated by the Transaction Documents or as otherwise set forth on Schedule 8.2(a), unless Buyer provides its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall, and shall cause the Company to, operate the Company in the Ordinary Course of Business and not take any action specified in Section 4.10.
(b) Nothing contained in this Agreement will give to Buyer, directly or indirectly, rights to control or direct the operations of the Company prior to the Closing. Prior to the Closing Date, Seller will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision of the Company.
Operation of the Company. For a two year period following the Closing Date (the “Earn-Out Period”), Purchaser shall operate the Company as a separate division or subsidiary of Purchaser. Purchaser shall employ Xxxxx Xxxxx subject to that certain Employment Agreement between Xx. Xxxxx and Purchaser and/or Company, as applicable, dated February 29, 2008. During the Earn-Out Period, Purchaser shall maintain a separate set of financial statements for the Company calculated on a basis consistent with the Company’s Financial Statements for the fiscal year ended December 31, 2007, as adjusted by Purchaser for GAAP.
Operation of the Company. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Company shall conduct its operations in the ordinary course of business .Without limiting the generality of the foregoing, prior to the Closing Date, the Seller and the Company shall not, without the written consent of the Buyer:
4.4.1 issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) or authorize the issuance, sale or delivery of, or redeem or repurchase, any securities or any rights, warrants or options to acquire any stock or other securities;
4.4.2 split, combine or reclassify any shares of the Company's capital stock; declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of the Company's capital stock;
4.4.3 other than in the ordinary course of business, create, incur or assume any material debt not currently outstanding (including obligations in respect of capital leases but excluding accounts payable incurred in the ordinary course of business), assume, guarantee or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other person; or make any loans, advances or capital contributions to, or investments in, any other person;
4.4.4 enter into, adopt or amend any employee benefit plan or any employment or severance agreement or arrangement; or
4.4.5 discharge or satisfy any security interest or pay any obligation or liability other than in the ordinary course of business or in accordance with the terms of the applicable governing instruments;
4.4.6 mortgage or pledge any of the Company's property or Assets or subject any such Assets to any security interest;
4.4.7 enter into, amend, take or omit to take any action that would constitute a material violation of or default under, or waive any rights under, any material contract or agreement;
4.4.8 make or commit to make any capital expenditure;
4.4.9 take any action or fail to take any action permitted by this Agreement with the knowledge that such action or failure to take such action would result in (i) any of the representations and warranties of the Seller set forth in this Agreement becoming untrue or (ii) any of the conditions to the Closing set forth in Section 6 not being satisfied;
4.4.10 agree in writing or o...
Operation of the Company. The Stockholders recognize that Purchaser, as the owner of the Company, shall have the authority to exercise its own good faith business judgment with regard to the operations of Purchaser and its subsidiaries including, following the Closing, the Company. The Stockholders acknowledge that such authority and control shall include, without limitation, a determination of appropriate charges to the Company of charges incurred by the Company, personnel decisions, expansion decisions, the use and nature of the assets of the Company and the nature and amount of capital of the Company.
