Actions Outside the Ordinary Course Sample Clauses

Actions Outside the Ordinary Course. Except as set forth in Section 5.5 of the Disclosure Schedule, during the Pre-Closing Period, no Purchased Company shall, and no Seller shall take any action that would be required to be disclosed in Section 3.10 of the Disclosure Schedule if such action had been taken after the date of the balance sheet contained in the Financial Statements and prior to the execution of this Agreement, in each case without the prior written consent of Purchaser Representative (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing contained in this Agreement will prohibit any Seller or Purchased Company, whether or not in the Ordinary Course of Business, to distribute to its equityholder(s) any Cash and Cash Equivalents that may be lawfully distributed to such Persons; provided such distribution is otherwise consistent with the provisions of this Section 5.5.
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Actions Outside the Ordinary Course. Without limiting the generality of Section 5.3, except as expressly required by the terms of this Agreement, with the prior written consent of Purchaser (including via email only if from an Authorized Purchaser Consent Provider) or as set forth on Section 5.4 of the Disclosure Schedule, during the Pre-Closing Period, the Company Group shall not:
Actions Outside the Ordinary Course. Except as set forth in Section 6.2 of the Disclosure Schedule or the entering into or modification of any Material Contract in the ordinary course of business, during the Pre-Closing Period, no member of the Company Group will take any action required to be disclosed in Section 3.12 of the Disclosure Schedule if such action were taken since December 31, 2020 and before the execution of this Agreement, in each case, without the prior consent of Purchaser (not to be unreasonably withheld or delayed).
Actions Outside the Ordinary Course. Except as otherwise expressly provided in this Agreement, during the period between the date hereof and the Effective Time, Sellers shall not, and shall cause their respective Affiliates not to, without the prior written consent of Purchasers, with respect to the Business:
Actions Outside the Ordinary Course. (a) During the Pre-Closing Period, the Company will not take any action, and Company will cause each of the other Target Companies to refrain from taking any action outside the Company’s or any other Target Company’s ordinary course of business or in a manner inconsistent with past practices.
Actions Outside the Ordinary Course. Except as set forth on Schedule 5.4, as expressly required by this Agreement or as Purchaser may otherwise consent to in writing (which consent will not be unreasonably withheld, conditioned or delayed) in response to an email request for such consent to an exception to this Section 5.4 that is addressed to Xxxxxxxxxxx Xxx at XXxx@xxxxxxxxx.xxx and Xxxxxx Xxxxx at XXxxxx@xxxxxxxxx.xxx, during the Pre-Closing Period, no member of the Company Group will:
Actions Outside the Ordinary Course. During the period between the date hereof and the Closing Date, except as set forth on Section 6.4 of the Disclosure Letter, the Company shall not, and the Company shall cause each of its Subsidiaries not to (in each case, without the prior written consent of Purchaser, not to be unreasonably withheld):
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Related to Actions Outside the Ordinary Course

  • Business in the Ordinary Course The Business shall be conducted solely in the ordinary course consistent with past practice.

  • Business in Ordinary Course (a) Except as may be required to obtain regulatory approvals or as otherwise may be required by any regulatory authority, after the date of this Agreement, Seller shall not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld):

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Independent Activities; Transactions With Affiliates The Directors shall be required to devote such time to the affairs of the Company as may be necessary to manage and operate the Company, and shall be free to serve any other Person or enterprise in any capacity that the Director may deem appropriate in its discretion. Neither this Agreement nor any activity undertaken pursuant hereto shall (i) prevent any Member or Director or their Affiliates, acting on their own behalf, from engaging in whatever activities they choose, whether the same are competitive with the Company or otherwise, and any such activities may be undertaken without having or incurring any obligation to offer any interest in such activities to the Company or any Member, or (ii) require any Member or Director to permit the Company or Director or Member or its Affiliates to participate in any such activities, and as a material part of the consideration for the execution of this Agreement by each Member, each Member hereby waives, relinquishes, and renounces any such right or claim of participation. To the extent permitted by applicable law and subject to the provisions of this Agreement, the Directors are hereby authorized to cause the Company to purchase Property from, sell Property to or otherwise deal with any Member (including any Member who is also a Director), acting on its own behalf, or any Affiliate of any Member; provided that any such purchase, sale or other transaction shall be made on terms and conditions which are no less favorable to the Company than if the sale, purchase or other transaction had been made with an independent third party.

  • Reasonable and Continuing Obligations Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope. The terms and duration are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Agreement. Executive further acknowledges that the consideration for this Section 6 is his employment or continued employment. Executive will not be paid any additional compensation during this Restricted Period for application or enforcement of the restrictive covenants contained in this Section 6.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • No Inconsistent Obligations Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.

  • CONSULTATION WITH OTHER SUB-ADVISERS In performance of its duties and obligations under this Agreement, the Sub-Adviser shall not consult with any other sub-adviser to the Fund or a sub-adviser to a portfolio that is under common control with the Fund concerning transactions for the Fund, except as permitted by the policies and procedures of the Fund. The Sub-Adviser shall not provide investment advice to any assets of the Fund other than the assets managed by the Sub-Adviser.

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

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