CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW Sample Clauses

CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Company shall conduct its operations only according to its ordinary and usual course of business and preserve intact its business organization, keep available the services of its officers and employees, maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with the Company, and perform in all material respects all of the Company's obligations under all Contracts to which the Company is a party or by which it or any of its assets or properties are bound. Without limiting the foregoing, prior to the Closing Date, except as may be first approved in writing by the Purchaser, set forth in Schedule 4.1 or otherwise permitted or required by this Agreement, the Company shall not: (a) amend or modify the Company's Organizational Documents, (b) amend or modify the compensation payable or to become payable by the Company to each officer, employee or agent of the Company, (c) make any bonus, pension, retirement or insurance payment or arrangement to or with any such persons except those that may have already been accrued, (d) enter into any Contract, except Contracts in the ordinary course of business having a value of less than $25,000, (e) make any change affecting any bank, safe deposit or power of attorney arrangements of the Company, (f) issue or sell, or issue any securities of the Company or any Stock Acquisition Rights for, or subdivide or otherwise change in any respect, any securities of the Company, (g) merge, combine or consolidate with another entity, or acquire or purchase an equity interest in or a substantial portion of the assets of another entity, (h) modify or amend or waive any benefit of any non-competition agreement to which the Company or any of its subsidiaries is a party, (i) permit any insurance policy naming the Company or any of its subsidiaries as a beneficiary or loss payee to be cancelled or terminated unless replaced at termination with similar policies, (j) incur Indebtedness except under the Company's line of credit with Silicon Valley Bank (the "Bank Loan") in the ordinary course of business consistent with past practices in an aggregate amount not in excess of $300,000 including principal and interest, or (k) take any of the actions referred to in Section 2.29 hereof. The Company shall not take or fail to take any action which would cause the repres...
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CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 18 6.1 Conduct of Business of the Company............... 18 6.2
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CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW. 4.1 Conduct of Business of the Company. During the period from the date of this Agreement to the Closing Date, the Seller shall conduct its Padlock Product Line business only by selling finished goods from inventory in the ordinary and usual course of business with Purchaser's consent, and agrees to use its best efforts to preserve intact its sales organization and maintain satisfactory relationships with licensors, suppliers, distributors, clients, sales representatives and others having business relationships with it with respect to the Padlock Product Line. Notwithstanding the immediately preceding sentence, prior to the Closing Date, except as may be first approved by Purchaser or as is otherwise permitted or required by this Agreement, the Seller agrees with respect to the Padlock Product Line business:
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CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW 
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Related to CONDUCT OF BUSINESS; EXCLUSIVE DEALING; REVIEW

  • Exclusive Dealing (a) From and after the Agreement Date until the Closing or the earlier termination of this Agreement in accordance with Article 11 (the “Pre-Closing Period”), the Seller Guarantors, the Sellers, NewCo and the Company shall not, and shall cause their respective Affiliates and Representatives not to, directly or indirectly, (i) solicit, initiate, seek, entertain, knowingly encourage, knowingly facilitate, support or induce the making, submission or announcement of any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (ii) enter into, participate in, maintain or continue any communications (except solely to provide written notice as to the existence of these provisions) or negotiations regarding, or deliver or make available to any Person any non-public information with respect to, or take any other action regarding, any inquiry, expression of interest, proposal or offer that constitutes, or would reasonably be expected to lead to, an Acquisition Proposal, (iii) agree to, accept, approve, endorse or recommend any Acquisition Proposal, (iv) enter into any letter of intent or any other Contract contemplating or otherwise relating to any Acquisition Proposal or (v) submit any Acquisition Proposal to the vote of any Company Shareholder. The Seller Guarantors and the Sellers shall, and shall cause NewCo, the Company, their respective Affiliates and each of their respective Representatives to, promptly following the date hereof and during the Pre-Closing Period, immediately cease and cause to be terminated any and all existing activities, discussions or negotiations with any Persons conducted prior to or on the date of this Agreement with respect to any Acquisition Proposal. If any Representative or Affiliate of any Seller Guarantor, any Seller or the Company, whether in his or her capacity as such or in any other capacity, takes any action that the Seller Guarantors or the Sellers are obligated pursuant to this Section 6.1 to cause such Representative or Affiliate not to take, then the Seller Guarantors and the Sellers shall be deemed for all purposes of this Agreement to have breached this Section 6.1.

  • Exclusive Dealings For so long as this Agreement remains in ------------------ effect, neither Seller nor any person acting on Seller's behalf shall, directly or indirectly, solicit or initiate any offer from, or conduct any negotiations with, any person or entity concerning the acquisition of all or any interest in any of the Purchased Assets or the Stations, other than Buyer or Buyer's permitted assignees.

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Interim Conduct of Business (a) Except as (i) contemplated, required or permitted by this Agreement, (ii) required by applicable Law, (iii) set forth in Section 5.1(a) of the Company Disclosure Letter, or (iv) approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Effective Time, the Company and each of its Subsidiaries shall (A) carry on its business in the ordinary course in substantially the same manner as heretofore conducted in all material respects, and (B) use its reasonable best efforts, consistent with past practices, to preserve substantially intact its business organization and preserve the current relationships of the Company and each of its Subsidiaries with material customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary.

  • Conduct of Logging Unless otherwise specifi- cally provided herein, Purchaser shall fell trees desig- nated for cutting and shall remove the portions that meet Utilization Standards, as provided in B2.2, prior to accep- tance of subdivision for completion of logging under B6.36. Forest Service may make exceptions for occa- sional trees inadvertently not cut or trees or pieces not removed for good reason, including possible damage to forest resources or gross economic impracticability at the time of removal of other timber. Logging shall be con- ducted in accordance with the following, unless C6.4 pro- visions set forth requirements to meet special or unusual logging conditions:

  • Conduct of Mediation Sessions Mediation hearings will be conducted in an informal manner and discovery will not be allowed. The discussions, statements, writings and admissions will be confidential to the proceedings (pursuant to California Evidence Code sections 1115 through 1128) and will not be used for any other purpose unless otherwise agreed by the parties in writing. The parties may agree to exchange any information they deem necessary. Both parties shall have a representative attend the mediation who is authorized to settle the dispute, though City's recommendation of settlement may be subject to the approval of the Mayor and City Council. Either party may have attorneys, witnesses or experts present.

  • Maintenance of Existence; Conduct of Business Except as permitted by Section 11.3, the Borrower will, and will cause each Subsidiary of the Borrower to, preserve and maintain (a) its corporate existence and (b) all of its leases, privileges, Permits, franchises, qualifications and rights that are necessary in the ordinary conduct of its business.

  • Conduct of Business and Maintenance of Existence (a) Continue to engage in its principal line of business as now conducted by it, (b) preserve, renew and keep in full force and effect its corporate existence and (c) take all reasonable action to maintain all rights, privileges and franchises necessary or desirable in the normal conduct of its principal line of business, except, in any such case, as otherwise permitted pursuant to subsection 6.5 or to the extent that failure to do so would not have a Material Adverse Effect.

  • Monopolies and Exclusive Service Suppliers 1. Each Party shall ensure that any monopoly supplier of a service in its territory does not, in the supply of the monopoly service in the relevant market, act in a manner inconsistent with that Party's obligations under specific commitments in its Schedule in Annex III (Schedule of Specific Commitments on Trade in Services).

  • Conduct of Third Party Claims 11.4.1 If the matter or circumstance that may give rise to a claim against the Seller under this Agreement for breach of any Seller’s Warranty is a result of or in connection with a claim by a third party (a “Third Party Claim”) then:

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