Conduct in Ordinary Course. With reference to the Division, PHMD shall not enter into any transaction other than in the normal, regular and customary course of business pending the Closing.
Conduct in Ordinary Course. Except as set forth on Schedule 3.19 or otherwise provided in this Agreement, since March 31, 1998, the Company has conducted its business only in the ordinary course of business consistent with past custom and practice, and has incurred no liabilities other than in the ordinary course of business consistent with past custom and practice and there has been no material adverse change in the assets, condition (financial or otherwise), operating results, employee or customer relations, business activities or business prospects of the Company. Without limitation of the foregoing and except as described herein or set forth on Schedule 3.19, since March 31, 1998, each of Seller and Company has not:
Conduct in Ordinary Course. Except for the -------------------------- negotiation, execution and consummation of this Agreement and as set forth on Schedule 3.1(m), since December 30, 2001, the Business has been conducted only in the Ordinary Course of Business, there has not been a Material Adverse Effect and no event has occurred that could reasonably be expected to have a Material Adverse Effect.
Conduct in Ordinary Course. During the period from the date hereof to the Closing Date, Premier and PCI will operate their respective businesses only in the regular and ordinary course and will preserve all current relationships, if any, with key employees, suppliers, banks and other third parties doing business with them; PROVIDED, HOWEVER, that nothing contained herein shall be deemed to restrict PET Wichita from preparing for and taking all action necessary to effect a closing, on the Closing Date and subject to the simultaneous closing of the transactions provided for herein, of the financing referred to in that certain financing commitment letter of DVI Financial Services, Inc. to PET Wichita dated March 22, 2001 (the "DVI COMMITMENT LETTER"). 8.2. LIENS, AGREEMENTS, CAPITAL STOCK, WAIVER AND REORGANIZATIONS. During the period from the date hereof to the Closing Date, Premier and PCI will not:
Conduct in Ordinary Course. Each party shall (a) conduct its business in the usual, regular and ordinary course of business consistent with past practice (except as required by applicable Law or by this Agreement), (b) use all reasonable efforts to maintain and preserve intact its business organization, employees and advantageous contractual and business relationships and retain the services of its officers and key employees (including by causing its current insurance policies not to be cancelled or terminated or any of the coverage thereunder to lapse prior to or upon the Closing, unless simultaneously with such event replacement policies providing substantially similar coverage for substantially similar (or lesser) premiums are in full force and effect), (c) conduct relations with its employees, excluding hiring and terminating practices, only in the ordinary course of business and consistent with past practice, and (d) take no action which could reasonably be expected to adversely affect or delay the ability of either party or any of their respective direct or indirect subsidiaries to obtain any necessary approvals of any governmental or regulatory entity or other third persons required for the Share Exchange or for the transactions contemplated in connection therewith, or to perform its covenants and agreements under this Agreement.
Conduct in Ordinary Course. Except as set forth in Section 6.08 of the Disclosure Schedule, since the Reference Statement Date, the business of the Company has been conducted in the ordinary course and consistent with past practice. As amplification and not limitation of the foregoing, since the Reference Statement Date, none of the Company or any Subsidiary has:
Conduct in Ordinary Course. In addition to the conditions discussed herein and any others to be contained in the Definitive Agreement, consummation of the purchase would be subject to the Parties each having conducted business in the ordinary course during the period between the date hereof and the date of closing and there having been no material adverse change in business, financial condition. or prospects of the Parties, or in the case of the Asset purchase contemplated, the condition, status, and circumstances with regard to the Assets.
Conduct in Ordinary Course. Consummation of the Acquisition is subject to both Parties having conducted business in the ordinary course during the period between the date hereof and the date of the Acquisition and there shall have been no material adverse change in the business, financial condition or prospects of either Party.
Conduct in Ordinary Course. With reference to the Acquired Assets, STERN shall not enter into any transaction other than in the normal, regular and customary course of business pursuant to agreements in which the obligations of any party thereto, other than obligations relating to confidentiality, require performance by such party for a period of not more than 60 days from the date of such agreement.
Conduct in Ordinary Course. Seller shall confirm that prior to the Closing, Rockwell and RGS: (a) conduct the business of RGS only in the ordinary course of business and consistent with prior custom and practice and shall not make any loan without the prior consent of Purchaser; (b) keep available to Purchaser the services of the officers, the employees and the agents of RGS reasonably necessary to effect the transactions contemplated hereby; and (c) use reasonable efforts to cooperate with Purchaser and assist Purchaser in obtaining the consent of any party where the consent of such party is deemed necessary by Purchaser by reason of the transactions contemplated hereby.