CONDUCT AND BUSINESS Sample Clauses

CONDUCT AND BUSINESS a. Between the date hereof and the Closing Date, the Company shall conduct its business in the same manner in which it has heretofore been conducted, and the Sellers will not permit the Company to; (l) enter into any contracts, agreements, arrangements, etc., other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the shareholders of the Company without first obtaining the written consent of the Purchaser.
Sample 1
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CONDUCT AND BUSINESS. (a) Between the date hereof and the Closing Date, Far Beyond shall conduct its business in substantially the same manner in which it has heretofore been conducted, and the FB Shareholders will not permit Far Beyond to: (1) enter into any contracts, agreements or arrangements, other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the FB Shareholders.
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CONDUCT AND BUSINESS. (a). Between the date hereof and the Closing Date, the Company shall conduct its business in the same manner in which it has heretofore been conducted, and the Purchaser will not permit the Company to; ) enter into any contracts, agreements, arrangements, etc., other than in e ordinary course of business, or (2) declare or make any distribution of y kind to the shareholders, if any, of the Company without first obtaining the written consent. of the Purchaser. (b). Between the date hereof and the Closing Date, the chaser shall conduct its business in the same manner in which it has heretofore been conducted, and the Purchaser will not; (1) enter into y contracts, agreements, arrangements, etc., other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the shareholders of the Purchaser without first obtaining the written consent of the Company.
Sample 1
CONDUCT AND BUSINESS. (a) Between the date hereof and the Closing Date, each member of the Gamma Group shall conduct its business in substantially the same manner in which it has heretofore been conducted, and the Shareholders will not permit any such member to: (1) enter into any contracts, agreements or arrangements, other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the Shareholders.
Sample 1
CONDUCT AND BUSINESS. (a) Between the date hereof and the Closing Date, Feishang shall conduct its business and the business of all members of the Feishang Mining Group in substantially the same manner in which it has heretofore been conducted, and the Feishang Shareholder will not permit any member of the Feishang Mining Group to: (1) enter into any contracts, agreements or arrangements, other than in the ordinary course of business, (2) declare or make any distribution of any kind to the Feishang Shareholder or (3) take any action that causes any the representations or warranties of Feishang or the Feishang Shareholder to become inaccurate in any material respect, or causes Feishang or the Feishang Shareholder to fail to perform any of their respective obligations under this Agreement, or could adversely affect the benefits to be received by the Company under this Agreement or consummation of the transactions contemplated hereby.
Sample 1
CONDUCT AND BUSINESS. Between the date hereof and the Closing Date, the Company shall conduct its business in the same manner in which it has heretofore been conducted, and the Company will not (1) enter into any contract, agreement, arraignment, etc., other than in the ordinary course of business, (2) declare or make any distribution of any kind to the shareholders of the Company without first obtaining the written consent of TGC, (3) increase short term or long term debt, (4) sell or otherwise dispose of any assets of the Company, (4) change the selling, purchase or other terms of its agreements and arrangements with its customers and suppliers, and (5) not make any expenditures in excess of ten thousand dollars ($10,000) in the aggregate. Further, also during such time period, the Company hereby agrees that neither the Company nor any of its affiliates or associates (as such terms are defined in Rule 12b-2 under the Exchange Act) will, and the Company and they will not assist or encourage others to, directly or indirectly, (1) sell or dispose of or agree, offer, seek or propose to sell or dispose of (or request permission to do so from any person) ownership (including, but not limited to, beneficial ownership as defined in Rule 13d-3 under the Exchange Act) of (x) any of the assets or business of the Company, (y) any securities of the Company (whether outstanding or to be issued) or (z) any rights or options to acquire such ownership (including to or from a person other than the Company), or (2) enter into any discussions, negotiations, arrangements or understandings with any person or entity with respect to any of the foregoing. The restrictions contained in the forgoing sentence shall not be applicable to ordinary brokerage or trading transactions by a securities broker or dealer or purchases by an institutional investor solely for investment purposes aggregating less than 5% of the Company’s outstanding voting securities.
Sample 1
CONDUCT AND BUSINESS a. Between the date hereof and the Closing Date, NOSP shall conduct its business in the same manner in which it has heretofore been conducted, and the Shareholders will not permit NOSP to (1) enter into any contract, agreement, arraignment, etc., other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the shareholders of NOSP without first obtaining the written consent of the Company.
Sample 1
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CONDUCT AND BUSINESS a. Between the date hereof and the Closing Date, Kolcari shall conduct its business in the same manner in which it has heretofore been conducted, and the Shareholders will not permit Kolcari to; (l) enter into any contracts, agreements, arraignments, etc., other than in the ordinary course of business, or (2) declare or make any distribution of any kind to the shareholders of Kolcari without first obtaining the written consent of the Company.
Sample 1
CONDUCT AND BUSINESS. The Sellers covenant that, except for actions taken to implement this Agreement and as specifically consented to in writing by the Purchaser, from and after the date of this Agreement and until the Closing Date they shall cause each of the Subsidiaries to:
Sample 1

Related to CONDUCT AND BUSINESS

  • Conduct of the Business From and after the Effective Date and though immediately prior to the Closing, or the earlier termination of this Agreement in accordance with Article 9, except (i) as set forth on Section 6.1 of the Disclosure Schedule, (ii) as otherwise contemplated by this Agreement, (iii) as Buyer or Parent may otherwise consent to in writing (which shall not be unreasonably withheld) or (iv) as required by applicable Legal Requirements, Seller will, and will cause each Acquired Subsidiary to (a) operate the Business in the Ordinary Course of Business and use commercially reasonable efforts to preserve and maintain the goodwill associated with the Business and relationships with the Employees, customers, suppliers, distributors and others with whom the Business has a business relationship and (b) not, without the consent of Parent, take any actions (i) that if taken between the date of the Latest Balance Sheet and the date hereof would be required to be disclosed on Section 4.5 of the Disclosure Schedule (ignoring the phrase “management level” in Section 4.5(k) for purposes of this Section 6.1); (ii) that would cause a Material Contract to be accelerated, terminated, modified, or cancelled by Seller or any Acquired Subsidiary, or that would cause the entry into any Material Contract by Seller or any Acquired Subsidiary (other than any purchase orders or sales or services agreements on the Business’s standard forms) that is outside the Ordinary Course of Business or that involves the payment or receipt by Seller or the Acquired Subsidiaries of more than $50,000; (iii) that would cause any Acquired Subsidiary to issue or otherwise allow to become outstanding or redeem or otherwise acquire any equity interest of such Acquired Subsidiary or right to any such equity interest; (iv) other than the current intercompany loans between Seller and the Retained Subsidiaries and the Acquired Subsidiaries, that would cause any Acquired Subsidiary to incur any indebtedness for borrowed money or to guaranty any obligations of any Person; or (v) that would be an amendment to any organizational documents of any Acquired Subsidiary.

  • Business Landlord acknowledges that it is not the intent of this Section 30 to prohibit Tenant from using the Premises for the Permitted Use. Tenant may operate its business according to prudent industry practices so long as the use or presence of Hazardous Materials is strictly and properly monitored according to all then applicable Environmental Requirements. As a material inducement to Landlord to allow Tenant to use Hazardous Materials in connection with its business, Tenant agrees to deliver to Landlord prior to the Commencement Date a list identifying each type of Hazardous Materials to be brought upon, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises and setting forth any and all governmental approvals or permits required in connection with the presence, use, storage, handling, treatment, generation, release or disposal of such Hazardous Materials on or from the Premises (“Hazardous Materials List”). Tenant shall deliver to Landlord an updated Hazardous Materials List at least once a year and shall also deliver an updated list before any new Hazardous Material is brought onto, kept, used, stored, handled, treated, generated on, or released or disposed of from, the Premises. Tenant shall deliver to Landlord true and correct copies of the following documents (the “Haz Mat Documents”) relating to the use, storage, handling, treatment, generation, release or disposal of Hazardous Materials prior to the Commencement Date, or if unavailable at that time, concurrent with the receipt from or submission to a Governmental Authority: permits; approvals; reports and correspondence; storage and management plans, notice of violations of any Legal Requirements; plans relating to the installation of any storage tanks to be installed in or under the Project (provided, said installation of tanks shall only be permitted after Landlord has given Tenant its written consent to do so, which consent may be withheld in Landlord’s sole and absolute discretion); all closure plans or any other documents required by any and all federal, state and local Governmental Authorities for any storage tanks installed in, on or under the Project for the closure of any such tanks; and a Surrender Plan (to the extent surrender in accordance with Section 28 cannot be accomplished in 3 months). Tenant is not required, however, to provide Landlord with any portion(s) of the Haz Mat Documents containing information of a proprietary nature which, in and of themselves, do not contain a reference to any Hazardous Materials or hazardous activities. It is not the intent of this Section to provide Landlord with information which could be detrimental to Tenant’s business should such information become possessed by Tenant’s competitors.

  • The Business The parties acknowledge that the Company is engaged in the development, marketing and sale of certain proprietary technologies, processes and related products in the areas of chemical detection, technical processes, and technical/business services, and that the Company may also from time to time become or may intend to become engaged in other business endeavors (individually and collectively, the "BUSINESS"). The Company shall be deemed to intend to become engaged in a business endeavor if it has devoted or expended any significant resources, either financial or human resources, towards the proposed endeavor, either in planning or implementing the undertaking of such planned endeavor.

  • Purpose and Business The purpose and nature of the business to be conducted by the Partnership shall be to (a) engage directly in, or enter into or form, hold and dispose of any corporation, partnership, joint venture, limited liability company or other arrangement to engage indirectly in, any business activity that is approved by the General Partner and that lawfully may be conducted by a limited partnership organized pursuant to the Delaware Act and, in connection therewith, to exercise all of the rights and powers conferred upon the Partnership pursuant to the agreements relating to such business activity, and (b) do anything necessary or appropriate to the foregoing, including the making of capital contributions or loans to a Group Member; provided, however, that the General Partner shall not cause the Partnership to engage, directly or indirectly, in any business activity that the General Partner determines would be reasonably likely to cause the Partnership to be treated as an association taxable as a corporation or otherwise taxable as an entity for federal income tax purposes. To the fullest extent permitted by law, the General Partner shall have no duty or obligation to propose or approve the conduct by the Partnership of any business and may decline to do so free of any fiduciary duty or obligation whatsoever to the Partnership or any Limited Partner and, in declining to so propose or approve, shall not be required to act in good faith or pursuant to any other standard imposed by this Agreement, any Group Member Agreement, any other agreement contemplated hereby or under the Delaware Act or any other law, rule or regulation or at equity and the General Partner in determining whether to propose or approve the conduct by the Partnership of any business shall be permitted to do so in its sole and absolute discretion.

  • Business Operations Company will provide all necessary equipment, personnel and other appurtenances necessary to conduct its operations. Company will conduct its business operations hereunder in a lawful, orderly and proper manner, considering the nature of such operations, so as not to unreasonably annoy, disturb, endanger or be offensive to others on the Airport. Company will provide all services under this Agreement on a fair and reasonable basis to all users of the Airport. Service will be prompt, courteous and efficient.

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Businesses The Borrower is presently engaged directly or through wholly-owned Subsidiaries in the business of providing industrial services to customers in the petrochemical, refinery, power, pipeline, pulp and paper, steel, and other industries.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Financial and Business Information The Company shall deliver to each holder of Notes that is an Institutional Investor:

  • Operation of the Business Between the date of this Agreement and the Closing, Seller shall:

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