CONDUCT OF BUSINESS DURING THE OPTION PERIOD Sample Clauses

CONDUCT OF BUSINESS DURING THE OPTION PERIOD. 5.1 Conduct of Business of the Company. The Company covenants and agrees that, during the period beginning on the date hereof and ending on the termination or expiration of the Option Period (as set forth in the Option Purchase Agreement), unless the Supervisory Board of Directors (including the director designated by Purchaser) shall approve or the Purchaser Representative (as defined below) shall otherwise consent in writing, the business of the Company shall be conducted only in, and the Company shall not take any action except in, the Ordinary Course of Business and in a manner consistent with past practice; and the Company shall use commercially reasonable efforts to preserve intact its business organization and to preserve the current relationships of the Company with customers, suppliers and other persons with which the Company has significant business relations. Without limiting the foregoing, the Company shall not do, or enter into any agreement or understanding to do, any of the following prior to the expiration or termination of the Option Period without providing notice of such to a designated representative of Purchaser (the “Purchaser Representative”) and obtaining the approval of the Supervisory Board of Directors (including the director designated by Purchaser) or the prior written consent of Purchaser Representative. The Purchaser Representative shall use commercially reasonable efforts to respond to such request for written consent within five (5) Business Days of Purchaser’s receipt of the Company’s notice. The Purchaser Representative shall initially be Xxxxx Xxxxxx, who shall serve until Purchaser designates another individual upon two (2) Business Days prior written notice to the Company in accordance with Section 9.2 hereof. Each of the clauses below shall constitute an independent obligation of the Company, not qualified by any other such clause, and shall be deemed to be cumulative:
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CONDUCT OF BUSINESS DURING THE OPTION PERIOD. 7.1.1 During the Option Period, except to the extent that the Parent shall otherwise consent in writing, as is required by Law, including to the extent that it would violate any Antitrust Laws, or as is expressly required or permitted by this Agreement, each Relevant Company shall (a) carry on its business in the ordinary course and in substantially the same manner as heretofore conducted, (b) pay its debts and Taxes when due (subject to good faith disputes over such debts or Taxes), (c) comply in all material respects with all applicable Laws and the requirements of all Material Contracts, (d) otherwise pay or perform in all material respects its obligations when due, (e) use commercially reasonable efforts to: (i) maintain and preserve intact its present business organization, (ii) retain the services of its present officers and key employees, and (iii) preserve its relationships with customers, suppliers, developers, distributors, licensors, licensees, lessors, clinical trial investigators or managers of its clinical trials, clinical advisors, Contract Workers, business associates and others having business dealings with such Relevant Company or to whom such Relevant Company has contractual obligations, (f) take commercially reasonable measures at least commensurate with industry standards to maintain the confidentiality of the trade secrets and other material confidential or other proprietary information of each Relevant Company and, in each such case, using not less than a reasonable degree of care under the circumstances, (g) use commercially reasonable efforts to have each separating employee sign a release of claims in favor of the Company and its Affiliates in customary form, with such release having effect from the date of such employee’s separation from the Relevant Company, and (h) promptly notify the Parent upon learning of any material litigation, potential litigation or other similar proceeding whether threatened in writing or otherwise, or any material changes to any litigation that is pending, or any material inquiry or investigation by any Governmental Entity.
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Related to CONDUCT OF BUSINESS DURING THE OPTION PERIOD

  • During the Term (a) As compensation for services hereunder rendered during the Term hereof, Executive shall receive a base salary (“Base Salary”) of Five Hundred Thousand Dollars ($500,000) per year payable in equal installments in accordance with the Company’s payroll procedure for its salaried executives. Salary payments and other payments under this Agreement shall be subject to withholding of taxes and other appropriate and customary amounts. Executive may receive increases in his Base Salary from time to time, based upon his performance, subject to approval of the Company.

  • Employee leaving during notice period An employee given notice of termination in circumstances of redundancy may terminate their employment during the period of notice. The employee is entitled to receive the benefits and payments they would have received under this clause had they remained in employment until the expiry of the notice, but is not entitled to any payment in lieu of any remaining notice.

  • Time Off During Notice Period During the period of notice of termination given by the employer, an employee shall be allowed up to one day's time off without loss of pay for the purpose of seeking other employment. This time off shall be taken at times that are convenient to the employee after consultation with the employer.

  • Withdrawals during Concession Period 31.3.1 The Concessionaire shall, at the time of opening the Escrow Account, give irrevocable instructions, by way of an Escrow Agreement, to the Escrow Bank instructing, inter alia, that deposits in the Escrow Account shall be appropriated in the following order every month, or at shorter intervals as necessary, and if not due in a month then appropriated proportionately in such month and retained in the Escrow Account and paid out therefrom in the month when due:

  • Term of the Option The term of the Option (the “Option Period”) shall be for a period of ten (10) years from the Effective Date, terminating at the close of business on the tenth anniversary of the Effective Date (the “Expiration Date”) or such shorter period as provided in Section 6 hereof.

  • Option Period Pursuant to the Contract, the following are the Adjustment Factors for the next option period: Base Year Index Date Index 1 August 2019 11311.06 2 September 2019 11311.24 3 October 2019 11326.12 4 November 2019 11380.83 5 December 2019 11381.53 6 January 2020 11392.41 7 February 2020 11396.01 8 March 2020 11396.97 9 April 2020 11412.67 10 May 2020 11418.16 11 June 2020 11436.23 12 July 2020 11439.11 Third Year Index Date Index 1 August 2021 12463.13 2 September 2021 12464.55 3 October 2021 12464.94 4 November 2021 12467.32 5 December 2021 12481.82 6 January 2022 12555.55 7 February 2022 12683.97 8 March 2022 12791.43 9 April 2022 12898.96 10 May 2022 13004.47 11 June 2022 13110.50 12 July 2022 13167.84 Base Year Average 11383.5283 Third Year Average 12712.8733 Price Adjustment: Third Year Index Average = 12712.8733 = 1.1168 Base Year Index Average 11383.5283 WA-DC-E01-100120-VGL Original Adjustment Factor x Price Adjustment = Option Multiplier Normal Working Hours – Prevailing Wage 1.0919 1.1168 1.2194 Other Than Normal Working Hours – Prevailing Wage 1.0924 1.1168 1.2200 Normal Working Hours – Non-Prevailing Wage 1.0919 1.1168 1.2194 Other Than Normal Working Hours – Non- Prevailing Wage 1.0924 1.1168 1.2200 Non Pre-Priced 1.2108 1.0000 1.2108

  • Extension of Restriction Period The Restriction Period shall be tolled for any period during which the Executive is in breach of any of Sections 4.2, 4.3 or 4.4 hereof.

  • Allocations During the Early Amortization Period During the Early Amortization Period, an amount equal to the product of (A) the Principal Allocation Percentage and (B) the Series 1997-1 Allocation Percentage and (C) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 1997-1 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that after the date on which an amount of such Collections equal to the Adjusted Invested Amount has been deposited into the Collection Account and allocated to the Series 1997-1 Certificateholders, such amount shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

  • Holding Period For the purposes of Rule 144, the Company acknowledges that the holding period of the Note may be tacked onto the holding period of the Exchange Securities, and the Company agrees not to take a position contrary to this Section 4.1.

  • Allocations During the Controlled Accumulation Period During the Controlled Accumulation Period (A) an amount equal to the product of (I) the sum of the Class B Principal Percentage and the Collateral Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2017-7 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date, shall be allocated to the Series 2017-7 Certificateholders and retained in the Collection Account until applied as provided herein and (B) an amount equal to the product of (I) the Class A Principal Percentage and (II) the Principal Allocation Percentage and (III) the Series 2017-7 Allocation Percentage and (IV) the aggregate amount of Collections of Principal Receivables deposited in the Collection Account on such Deposit Date (the product specified in this clause (B) for any such date is hereinafter referred to as a “Percentage Allocation”) shall be allocated to the Series 2017-7 Certificateholders and retained in the Collection Account until applied as provided herein; provided, however, that if the sum of such Percentage Allocation and all preceding Percentage Allocations with respect to the same Monthly Period exceeds the Controlled Deposit Amount during the Controlled Accumulation Period for the related Distribution Date, then such excess shall not be treated as a Percentage Allocation and shall be first, if any other Principal Sharing Series is outstanding and in its amortization period or accumulation period, retained in the Collection Account for application, to the extent necessary, as Shared Principal Collections on the related Distribution Date, and second paid to the Holders of the Transferor Certificates only if the Transferor Amount on such Deposit Date is greater than the Required Transferor Amount (after giving effect to all Principal Receivables transferred to the Trust on such day) and otherwise shall be deposited in the Special Funding Account.

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