Ordinary Conduct. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof to the Closing, Seller shall (i) cause the business of the Subsidiaries and their subsidiaries to be conducted in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their relationships with customers and others with whom the Subsidiaries deal and (ii) maintain in effect all insurance as to which the Subsidiaries and their subsidiaries are beneficiaries, including any directors and officer insurance. Except as set forth on Schedule 4.2 or otherwise permitted by the terms of this Agreement, from the date hereof until the Closing, neither of the Subsidiaries or their subsidiaries shall do any of the following without the written consent of Purchaser (which consent will not be unreasonably withheld):
(i) amend their certificate of incorporation or by-laws or similar documents;
(ii) except for payments of all amounts necessary to satisfy Section 7.2(iv) hereof, declare or pay any dividend or make any other distribution to their stockholders whether or not upon or in respect of any shares of their capital stock except for dividends necessary to pay any required tax payments by Seller or any required payments on the indebtedness of Seller;
(iii) redeem or otherwise acquire any shares of their capital stock or issue any capital stock or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of capital stock;
(iv) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets that are material, individually or in the aggregate, to the Subsidiaries or their subsidiaries;
(v) sell, lease or otherwise dispose of any of their assets that are material, individually or in the aggregate, to the Subsidiaries or their subsidiaries, except in the ordinary course of business;
(vi) enter into or amend any agreement, contract or other arrangement (or series of related agreements, contracts or other arrangements) by which the Subsidiaries or any of their properties or assets are bound which has an aggregate future liability or receivable to any person in excess of $1,000,000 or is not terminable by the Subsidiar...
Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTAS:
(i) adjust, split, combine or reclassify any of their respective capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any person;
(ii) sell, lease, transfer or otherwise dispose of, or subject to any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companies, except (i) in bona fide arm's length transactions made in the ordinary course of bu...
Ordinary Conduct. Except as expressly contemplated by this Agreement (including Section 8), from the date hereof to the Closing, Seller will cause the business of the Company and the Subsidiaries to be conducted in the ordinary course in substantially the same manner as presently conducted and will cause the Company and the Subsidiaries to maintain their corporate existence in good standing, maintain proper business and accounting records, and make all reasonable efforts consistent with past practices to preserve their business organization and relationships with their respective material customers and suppliers, key employees, and others with whom they have a material business relationship, provided that Seller shall not be required to cause the Company's or the Subsidiaries' assets to be in "Year 2000" compliance. In addition, except as expressly contemplated by this Agreement (including Section 8), Seller will not permit any of the Company or the Subsidiaries to do any of the following without the prior written consent of Buyer:
(i) amend its charter or bylaws or other organizational documents;
(ii) declare or pay or set aside for payment any dividend or other distribution of any of its assets with respect to the Shares or the capital stock of the Subsidiaries, other than distributions of assets made by a Subsidiary to the Company or another Subsidiary;
(iii) redeem, purchase or otherwise acquire or sell, grant or otherwise dispose of, directly or indirectly, any shares of its capital stock or other securities or issue any capital stock or any option, warrant, or right relating thereto or any security convertible into its capital stock or agree to change or amend any terms or conditions of any such capital stock or securities;
(iv) adopt or amend any Seller's Plan maintained by the Company or the Subsidiaries (rather than by Seller) or enter into any collective bargaining agreement, except to the extent required by applicable law;
(v) grant to any employee of the Company or the Subsidiaries any increase in compensation or other material benefits, except (A) as may be required under existing agreements, (B) in the ordinary course of business consistent with past practices, (C) increases for which Seller or any affiliate of Seller (other than the Company or the Subsidiaries) shall be solely obligated, (D) the sale by the Subsidiaries at less than market value or transfer by the Subsidiaries without consideration to employees of the Subsidiaries of (1) automobiles used by s...
Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Seller shall, and shall cause the Selling Affiliates to, cause the distribution and sale of the Product to be conducted in all material respects in the ordinary course in substantially the same manner as conducted as of the date hereof and shall make all reasonable efforts consistent with current practices to preserve the relationships with customers, suppliers, distributors and others with whom the Seller or Selling Affiliates has a material business relationship with respect to the Product.
Ordinary Conduct. Except as set forth in the capital expenditure and operating budget of VANTAS (the "VANTAS CapEx Budget") attached hereto as part of Schedule 7(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, VANTAS and each of its Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve its relationships with customers and others with whom it deals, including the incurrence of expenditures in connection with the continued development of committed centers covered by the VANTAS CapEx Budget. Notwithstanding anything to the contrary contained herein, VANTAS may use available cash to repay indebtedness of VANTAS on which it is the primary obligor, including, without limitation, outstanding principal and accrued and unpaid interest pursuant to the Paribas Line (as herein defined). VANTAS and each of its Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Section 5(f)) of VANTAS set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the HQ Merger set forth in Section 9 not being satisfied. In addition, except as set forth in the VANTAS Cap Ex Budget or Schedule 7(b), VANTAS and its Subsidiaries shall not do any of the following without the prior written consent of the Company:
(i) adjust, split, combine or reclassify any of its capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any person;
(ii) sell, lease, transfer, or otherwise dispose of, or subject to any Lien, any of...
Ordinary Conduct. Except as set forth in Section 6.2 of the Disclosure Schedule or as otherwise expressly required by this Agreement, from the date hereof through the Closing Date, the Company will cause the Business to be conducted in the Ordinary Course of Business in substantially the same manner as presently conducted and will maintain proper business and accounting records, and use reasonable best efforts consistent with past practices to preserve in all material respects the business organization of the Business and relationships of the Business with its material customers and suppliers, employees, and others with whom it has a material business relationship. In addition, except as set forth in Section 6.2 of the Disclosure Schedule or as otherwise expressly required by this Agreement, Sellers will not do any of the following with respect to the Business or the Assets without the prior written consent of Buyer (which consent shall not be unreasonably withheld):
(a) other than retention agreements not extending past the Closing Date, enter into or amend or renew (other than by its terms) any employment, consulting, severance or similar Contracts with any officer, employee or consultant of the Business, or grant any salary or wage increase or increase any benefit (including incentive or bonus payments) to any such officer, employee or consultant except (i) for individual increases in compensation to employees in the Ordinary Course of Business, (ii) for any changes that are required by applicable law, (iii) to satisfy contractual obligations set forth in Section 6.2 of the Disclosure Schedule, (iv) for any incentive, commission or bonus payment in respect of any period prior to the Closing Date, whether or not payable prior to the Closing Date;
(b) enter into any labor or collective bargaining agreement or, through negotiation or otherwise, make any commitment or incur any liability to any labor organization with respect to the employees;
(c) terminate the employment of any employee who is a Key Employee identified in Section 5.17(b) of the Disclosure Schedule for reasons other than such Key Employee’s misconduct or unsatisfactory performance or transfer any Key Employee outside of the Business, other than transfers in the Ordinary Course of Business. Section 5.17(b) of the Disclosure Schedule shall be updated from time to time by the Buyer through the Closing Date;
(d) grant any mortgage, pledge, lien, or encumbrance on, or agree to the imposition of any restriction or...
Ordinary Conduct. Except as expressly contemplated by this Agreement or as set forth in Schedule 6.4, from the date hereof until the earlier of the termination of this Agreement or the Closing, Seller and the Canadian Subsidiary each covenants and agrees, unless expressly contemplated by this Agreement or unless Purchaser shall otherwise consent, which consent shall not be unreasonably withheld or delayed:
(a) to cause the operations of the North America Business to be conducted in the ordinary course and consistent with past practice and in compliance in all material respects with all obligations under the Assigned Contracts and the Canadian Lease, use commercially reasonable efforts to preserve all rights, privileges, franchises and other authority adequate or necessary for the conduct of the North America Business substantially as currently conducted and use commercially reasonable efforts consistent with past practice to maintain good relationships with material licensors, licensees, suppliers, contractors, distributors, customers and others having significant business relationships with the North America Business; provided, however, that no action by Seller or any Subsidiary of Seller with respect to matters specifically addressed by any provision of Section 6.4(b) shall be deemed a breach of this Section 6.4(a) unless such action would constitute a breach of any such provision of Section 6.4(b);
(b) give prompt notice to Purchaser of (i) the occurrence or non-occurrence of any event that would cause any of Seller’s and the Canadian Subsidiary’s representations or warranties contained herein to be untrue and incorrect in any material respect as of the date hereof or untrue and incorrect in any material respect as of the Closing (except for changes permitted or contemplated by this Agreement), (ii) the occurrence of any event that will result, or is reasonably likely to result in the failure of any condition specified in Article VIII hereof to be satisfied, and (iii) any notice or other communication from a third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may materially violate the rights of or confer material remedies upon such third party; and
(c) that it will not, and will not permit any of its Subsidiaries to, take any of the following actions except as expressly contemplated by the Transaction Documents:
(i) (A) amend, alter or modif...
Ordinary Conduct. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, KCAS will cause its business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable commercial efforts consistent with past practices to preserve its relationships with its customers, suppliers and others with whom KCAS deals and to keep available the services of its officers and employees. Additionally, except as otherwise contemplated by this Agreement or as set forth on Schedule 7.1, KCAS will not do any of the following without the prior written consent of Merger Sub or AAI:
(a) Amend the articles of incorporation or bylaws of KCAS;
(b) Authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, fights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, any stock appreciation rights) of KCAS, or amend any of the terms of any such securities or agreements outstanding as of the date hereof, except as specifically contemplated by this Agreement;
(i) Split, combine or reclassify any shares of capital stock of KCAS; (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of capital stock of KCAS or (iii) redeem or otherwise acquire any securities of KCAS;
(d) (i) Incur or assume any long-term debt or issue any debt securities or, except under existing lines of credit and in amounts not material to KCAS, incur or assume any short-term debt other than in the ordinary course of business, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of business consistent with past practice and in amounts not material to KCAS, (iii) make any loans, advances or capital contributions to, or investments in, any other Person (other than to entities listed on Schedule 7.1(d) pursuant to existing agreements or customary loans or advances to employees in the ordinary course of business consistent with past practice and in amounts not material to the maker of such loan or advance), (iv) pledge or otherwise encumber shares of capital stock of KCAS, or (v) except in the ordinary course of...
Ordinary Conduct. From and after the date hereof and prior to the Closing Date or earlier termination of this Agreement, except (w) as consented to in writing by Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, (x) to the extent required to comply with any Law or Applicable Requirements, (y) as set forth on Schedule 6.1(b), or (z) as otherwise contemplated by this Agreement, the Company shall:
(i) conduct the Business in the Ordinary Course of Business;
(ii) use commercially reasonable efforts to (A) maintain the Company’s corporate or other existence in good standing, (B) preserve its business organization in a commercially reasonable manner, (C) retain the Employees, (D) maintain business and accounting records relative to the Business at least as complete and accurate as is consistent with past practice, (E) preserve the goodwill of the suppliers, customers and others having substantial business dealings with the Company; (F) maintain the Company’s assets in good condition and repair, subject to ordinary wear and tear, (G) maintain procedures for protection of Company Intellectual Property, and (H) maintain presently existing insurance coverages with respect to the Business;
(iii) not enter into, amend or terminate any Material Contract except in the Ordinary Course of Business or as required by applicable Law;
(iv) not increase its work force except in the Ordinary Course of Business and not grant any salary, wage or compensation increase or increase any employee benefit for any Employee (including incentive, commission or bonus payments), except in either case in the Ordinary Course of Business or to satisfy contractual obligations existing as of the date hereof, which such Contracts containing such obligations have been disclosed to Buyer;
(v) not sell, transfer, assign, pledge, lease, license or otherwise dispose of or encumber any of the Company’s assets in one transaction or a series of related transactions having a value in excess of $150,000, excluding the sale or financing of Mortgage Loans, real estate owned, or rights to service Mortgage Loans in the Ordinary Course of Business;
(vi) not cancel any debt or waive or compromise any claim or right relating to the Business in one transaction or a series of related transactions, in each case, having a value in excess of $150,000, other than compromising or waiving claims associated with routine borrower litigation and foreclosure processes;
(vii) not make any capital expenditure or c...
Ordinary Conduct. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, Company and Sellers will cause the business of Company to be conducted in the ordinary course in substantially the same manner as presently conducted and will use their best efforts to preserve their relationships with customers, suppliers and others with whom they deal and to keep available the services of their officers and employees. In addition, except as otherwise contemplated by this Agreement or as set forth in Section 5.1 of the Sellers' Disclosure Letter, Company will not, and Sellers will not permit Company to do any of the following without the prior written consent of Buyer:
(a) amend its articles of incorporation or bylaws;
(b) redeem or otherwise acquire any shares of its capital stock or issue any capital stock or any option, warrant or right relating thereto or declare or pay any dividend on its capital stock;
(c) enter into any material contract or commitment relating to the operation of its business;
(d) adopt or amend in any respect any Plan;
(e) grant to any executive officer or employee any increase in compensation;
(f) incur any liabilities, obligations or indebtedness or guarantee any such liabilities, obligations or indebtedness, other than current liabilities incurred in the ordinary course of business;
(g) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of substantial value;
(h) make any change in any method of accounting or accounting practice or policy other than those required by generally accepted accounting principles;
(i) acquire or agree to acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire or agree to acquire any assets that are material individually, or in the aggregate, to the business of Company, taken as a whole;
(j) sell, lease, license, or otherwise dispose of, or agree to sell, lease, license, or otherwise dispose of, any of its assets, including, but not limited to any Software of Company or Company's Proprietary Rights, except Software licensed in the ordinary course of business consistent with past practice;
(k) grant a security interest in, or otherwise pledge as collateral, any assets of Company;
(l) take, or agree in writing or otherwise to take, any action whic...
