Conduct of Business Before Closing. Until Closing Sellers shall not, without the prior written consent of Buyer (a) fail to cause the Company to operate in the ordinary course of business, (b) take or permit the Company to take any action which would require a change or addition to or deletion from the disclosures of Sellers pursuant to Article II hereof, or (c) permit the Company to file any document with the SEC.
Conduct of Business Before Closing. Between the date of this Agreement and Closing, each member of the Company Group shall carry on its business, as carried on as at the date of this Agreement, in the normal course and shall not do anything which would require the consent or approval of the Investors or a Series E Director under the Amended XXX (assuming the Amended XXX had already been executed).
Conduct of Business Before Closing. During the period beginning on the date of this Agreement and ending at the Closing Time, the Seller will:
Conduct of Business Before Closing. Prior to the Closing Date, Xxxxxx, and the Company will not enter into any transaction which would be of such materiality as to render materially false or misleading the description of the Company’s business activities, assets, properties, liabilities, contractual commitments and/or business relationships or other matters as set forth in this Agreement. Seller and the Company covenant and agree that, from the date of this Agreement until the Closing Date, the Company will at all times conduct its business in the usual and ordinary course and will not, without the prior written consent of VCG, (a) purchase, sell, or otherwise dispose of any property, asset or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees or independent contractors; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information; (g) enter into any lease, contract, agreement, purchase or sale order or other commitment relating to the property or the assets or the PT’s Showclub; or (h) modify, amend, cancel or terminate any of its existing leases, contracts, agreements or other commitments relating to the Company’s business, assets or property, or act otherwise in any manner that may adversely affect its rights, interests, assets, properties or business. DWP THL THL (VCG) (Seller) (Company)
Conduct of Business Before Closing. Before Closing, each party covenants and promises as follows:
Conduct of Business Before Closing. Prior to the Closing Date, CMLP, Xxxxxx, and the Company will not enter into any transaction which would be of such materiality as to render materially false or misleading the description of the Company’s business activities, assets, properties, liabilities, contractual commitments and/or business relationships or other matters as set forth in this Agreement. Seller and the Company covenant and agree that, from the date of this Agreement until the Closing Date, the Company will at all times conduct its business in the usual and ordinary course and will not, without the prior written consent of VCG, (a) purchase, sell, or otherwise dispose of any property, asset or services of any kind, other than purchases and sales in the ordinary course of business; (b) mortgage, pledge, create security interests in or otherwise encumber any of its properties or assets; (c) make or incur any capital commitment or expenditure or any unusual or long term commitment; (d) grant any increase in salary or other increased compensation to any of its employees or independent contractors; (e) declare or pay any dividend or make any other distribution to shareholders; (f) reveal to third persons any trade secrets, customer lists, or other confidential or proprietary information; (g) enter into any lease, contract, agreement, purchase or sale order or other commitment relating to the property or the assets or the PT’s; or (h) modify, amend, cancel or terminate any of its existing leases, contracts, agreements or other commitments relating to the Company’s business, assets or property, or act otherwise in any manner that may adversely affect its rights, interests, assets, properties or business.
Conduct of Business Before Closing. During the period beginning on the date of this Agreement and ending at the Closing Time, and except as expressly permitted or contemplated by this Agreement, the Company will:
Conduct of Business Before Closing. The Sellers shall procure that between the date of this Agreement and Closing each member of the Group shall (i) carry on its business, as carried on as at the date of this Agreement, in the normal course and (ii) use best efforts to preserve intact its current business organization, keep available the services of their current officers and employees, and keep and preserve its present relationships with Governmental Authorities, customers, suppliers, licensors, licensees, distributors and others having material business dealings with it. In addition, and without limiting the generality of the foregoing, the Sellers shall procure that between the date of this Agreement and Closing each member of the Group shall not do any of the following without the prior written consent of the Purchaser:
Conduct of Business Before Closing. After the date hereof and prior to the Closing, the Seller covenants to the Buyer that:
Conduct of Business Before Closing. (a) Seller will carry on the business of the Branches diligently and substantially in the same manner as on the date hereof, and Seller will not, with respect to the Branches, engage in any one or more activities or transactions that are outside the ordinary course of the business of the Branches, as conducted as of the date hereof, except for activities or transactions contemplated by this Agreement or necessary to obtain any regulatory or governmental approval of the transactions contemplated by this Agreement or otherwise to comply with any requirement of any applicable law, rule or regulation or any order of any court or other governmental authority. In addition, Seller shall use its commercially reasonable efforts: (i) to preserve its business operations as conducted at the Branches, (ii) to preserve for Buyer the goodwill of its customers and others doing business with the Branches; (iii) to maintain and preserve intact its relationship with the personnel of the Branches; and (iv) to cooperate with and assist in assuring the orderly transition of such business from Seller to Buyer. Nothing herein shall be construed as requiring Seller to engage in any activities or efforts outside the ordinary course of business as presently conducted.
