Conduct of the Business Sample Clauses

Conduct of the Business. Except as expressly agreed to in writing by Buyer, during the period from the date of this Agreement to the earlier of (i) the Closing Date and (ii) the termination of this Agreement pursuant to Section 10.04, Seller shall operate the Business in the Ordinary Course of Business and use its commercially reasonable efforts to preserve intact with respect to the Business, its current business organizations, keep available the services of its current officers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it, maintain its relationships with its customers and preserve goodwill. Without limiting the generality of the foregoing, Seller shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld: (a) except in the Ordinary Course of Business, sell, lease, license or otherwise dispose of any assets, securities or property of the Business; (b) except in the Ordinary Course of Business, make any capital expenditures over $2,500; (c) make payments towards any of the Excluded Liabilities, including, without limitation, payments towards the SAP lease; (d) accelerate any payment terms or grant any early payment discounts to customers; (e) alter through merger, liquidation, reorganization, restructuring or in any other fashion the corporate structure or ownership of the Business; (f) settle or compromise any litigation (whether or not commenced prior to the date of this Agreement) relating to the Business; (g) transfer or grant any Security Interest on any Acquired Asset; (h) make any change with respect to management of inventory for the Business; (i) (i)take any action that would make any representation and warranty of Seller hereunder inaccurate in any material respect at, or as of any time prior to, the Closing Date or (ii) omit to take any action necessary to prevent any such representation or warranty from being materially inaccurate in any respect at any such time; (j) cancel, modify or waive any of the Assumed Contracts or Leases or any of the terms thereof; (k) except as otherwise provided by GAAP, to refrain from making or causing to be made any change in the accounting methods, principles or practices of Seller with respect to the Business; (l) enter into any agreement or transaction with respect to the Business, other than in the Ordinary Course of Business consistent with Seller’s past practices or pursuant to presently existing plans or agreements disclosed herein or in...

Conduct of the Business. From the date hereof until the earlier of the Closing Date and the termination of this Agreement pursuant to Section 9.01, except as otherwise provided for by this Agreement or the Disclosure Schedules (including as set forth on Schedule 6.01) or with the prior written consent of Buyer (which consent will not be unreasonably withheld, conditioned or delayed), the Target Entities will (i) each use their commercially reasonable efforts to conduct their respective businesses and the businesses of their respective Subsidiaries in the Ordinary Course of Business and in all material respects in compliance with applicable Law and the terms and conditions of all Material Contracts, (ii) each use their commercially reasonable efforts to maintain their relationships with employees, customers, lenders, suppliers, regulators and others having material business relations with the Acquired Entities, and (iii) not, and will not permit any of their respective Subsidiaries to, take any of the following actions: (i) amend or modify their respective certificates of incorporation, articles or bylaws (or equivalent governing documents); (ii) directly or indirectly, declare, set aside for payment or pay any dividend or make any other payment or distribution, in each case, on or in respect of any of its equity securities; (iii) redeem, purchase, retire or otherwise acquire, directly or indirectly, any of its securities; (iv) reduce the capital of any Acquired Entity; (v) issue or sell any shares or other securities or issue, sell or grant any option, warrant or right to purchase or otherwise obtain any of its shares or other securities or issue any security convertible into shares, grant any registration rights or otherwise make any change to its authorized or issued share capital; (vi) except as required by Law or changes in IFRS, make any changes in its accounting principles, policies, practices or methods; (vii) subject any portion of their respective properties or assets to any Lien, except for Permitted Liens or Liens which, individually or in the aggregate, are not material

Conduct of the Business. From the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, except (i) as required by Law, (ii) as expressly provided by the Ancillary Agreements or as set forth in Section 4.1 of the Seller Disclosure Letter or (iii) as otherwise requested in writing or consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Sellers shall (x) cause the Business to be conducted in the Ordinary Course of Business and (y) use reasonable best efforts to preserve intact its business organizations, material assets and the Business’s relationships with Governmental Authorities, customers, suppliers and others having material business dealings with the Business. Without limiting the generality of the foregoing, from the date hereof until the earlier to occur of the Closing and the termination of this Agreement in accordance with its terms, except (i) as required by Law, (ii) as expressly provided by the Ancillary Agreements or as set forth in Section 4.1 of the Seller Disclosure Letter or (iii) as otherwise consented to in writing by Buyer, which consent shall not be unreasonably conditioned, withheld or delayed, Sellers shall not permit any of the Transferred Subsidiaries to, or, to the extent within the control of Sellers or any of their Controlled Affiliates by way of consent, approval, veto or other rights with respect thereto, permit the Joint Venture to, and solely with respect to the Business, Sellers shall not, and shall not permit its other Controlled Affiliates to: (a) amend, supplement, restate, modify or rescind the certificate of incorporation or by-laws (or other comparable organizational documents) of any of the Transferred Subsidiaries or the Joint Venture in a manner materially adverse to Buyer; (b) except (1) as may be required under applicable Law, (2) by any Labor Agreement, or (3) by the terms of any Benefit Plan in existence as of the date of this Agreement and set forth on Section 2.15(a) of the Seller Disclosure Letter, (i) grant, materially increase or decrease, or take any action to accelerate the payment, vesting or funding of, any compensation or benefit, including change in control, incentive, retention severance, termination pay, to any Business Employee or other individual service provider of the Business, other than (A) compensation increases in the Ordinary Course of Business for any Business Employee or individual service pro...

Conduct of the Business. From the date hereof until the Closing Date, except as set forth in Schedule 5.01, as expressly contemplated by applicable Law or by the Transaction Documents, with respect to any Excluded Liability or Excluded Asset, or with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Seller shall conduct the Business in the ordinary course consistent with past practice and shall use its commercially reasonable efforts to preserve intact the present business organizations and goodwill of the Business, preserve the present relationships of the Business with customers and suppliers and maintain the properties, machinery and equipment related to the Business in good repair and operation condition (subject to normal wear). Without limiting the generality of the foregoing and subject to applicable Law, from the date hereof until the Closing Date, except as set forth in Schedule 5.01, as expressly contemplated by the Transaction Documents (including the Restructuring) or with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), with respect to the Business, Seller shall not and shall cause its Subsidiaries (including any Purchased Subsidiary) not to: (a) acquire a material amount of assets from any other Person except (i) pursuant to existing Contracts or (ii) otherwise in the ordinary course consistent with past practice (in all material respects); (b) sell, lease, license or otherwise dispose of any Purchased Assets or assets of the Purchased Subsidiaries (other than Non-Business Assets), or in either case, any interests therein, except (i) pursuant to existing Contracts, or (ii) otherwise in the ordinary course consistent with past practice; (c) create or otherwise incur any Lien on any Purchased Asset or any asset of any Purchased Subsidiary, other than Permitted Liens and with respect to the Purchased Subsidiaries, Liens with respect to the Non-Business Assets; (d) incur any capital expenditures, except for those contemplated by the capital expenditure budget made available to Buyer prior to the date of this Agreement and unbudgeted capital expenditures not to exceed $100,000 individually or $1,000,000 in the aggregate; (e) other than in connection with actions permitted by Section 5.01(a) or Section 5.01(d), make any loans, advances or capital contributions to, or investments in, any other Person with respect to the Business, other than in the ordinary course of business consistent with past ...

Conduct of the Business. Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Article IV, the Company shall, and, shall cause each Company Subsidiary to: (a) use commercially reasonable efforts to carry on its business in the ordinary course of business and use commercially reasonable efforts to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve business relationships with customers, vendors, strategic partners and others having business dealings with it; provided, that nothing in this clause (a) shall require any actions or inaction that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s obligations under applicable law or imposed by any Governmental Entity; (b) refrain from (1) declaring, setting aside or paying any distributions or dividends on, or making any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock; (2) splitting, combining or reclassifying any of its capital stock or issuing or authorizing the issuance of any other securities in respect of, in lieu of or in substitution for capital stock or any of its other securities; (3) purchasing, redeeming or otherwise acquiring any capital stock or any of its other securities or any rights, warrants or options to acquire any such capital stock or other securities; (4) issuing, delivering, selling, granting, pledging or otherwise disposing of or encumbering any capital stock, any other Voting Securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock, Voting Securities or convertible or exchangeable securities, other than any issuance of Common Stock on exercise of any compensatory stock options outstanding on the date of this Agreement; or (5) entering into any contract with respect to, or otherwise agreeing or committing to do, any of the foregoing; and (c) to the extent reasonably practicable, shall consult with the Investor prior to taking any material actions outside of the ordinary course of business; provided that the Company shall not consult with the Investor with respect to such material actions or provide any material non-public information to the Investor unless the Company first seeks and obtains the Investor’s prior consent to be so consulted or to receive such information. Addition...

Conduct of the Business. From the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, except as expressly permitted by this Agreement or the Ancillary Agreements, the Restructuring Transactions or as set forth in Section 4.1 of the Seller Disclosure Letter or otherwise requested or consented to in writing by Buyers, which consent shall not be unreasonably conditioned, withheld or delayed, Seller shall cause the Transferred Entities to conduct the Business in all material respects in the ordinary course and consistent with past practice, including maintaining insurance policies and assets (including the Owned Intellectual Property) and maintaining levels of inventory (including components of inventory), in each case, in the ordinary course and consistent with past practice and no Selling Entity and/or any of its Affiliates shall, with respect to the Transferred Entities or their assets or properties, and no Selling Entity shall permit any of the Transferred Entities to: (a) amend its Organizational Documents, except as is reasonably necessary to effectuate the transactions contemplated by this Agreement; (b) consolidate, restructure or reorganize any of the Transferred Entities and/or the ownership thereof by any Selling Entity or engage in any carve-out activities with respect to the Transferred Entities (including transferring any liabilities to the Transferred Entities) in order to effect the transactions contemplated by this Agreement, in each case, except for the Restructuring Transactions; (c) adopt, enter into, terminate or amend any Benefit Plan except in the ordinary course of business or as required pursuant to the terms of the applicable plan or agreement or applicable Law; (d) issue, sell, pledge, transfer, grant or enter into any arrangement or Contract with respect to the issuance, sale, pledge, transfer or grant of: (i) any Transferred Entity Securities; (ii) options, warrants, other securities convertible into or exercisable or exchangeable for or rights to purchase or subscribe to any Transferred Entity Securities; or (iii) any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or other securities the value of which is derived from the price or value of Transferred Entity Securities, except as is necessary for Seller and the Transferred Entities to complete the Restructuring Transactions; (e) redeem, purchase or otherwise acquire any outstanding Transferred En...

Conduct of the Business. From the date of the Agreement to and including the Closing Date, (1) except with respect to any obligations expressly set forth in this Agreement and in accordance with applicable Law, (2) with the prior written consent of the Buyer, which consent shall not be unreasonably withheld, conditioned or delayed, and (3) except as set forth on Schedule 6.1 hereto: (a) each of the Company and the Subsidiaries will conduct its business only in the Ordinary Course of Business; (b) neither the Company nor any Subsidiary will amend or modify any Material Contract in any manner materially adverse to the Company or such Subsidiary; (c) each of the Company and the Subsidiaries will (i) use commercially reasonable efforts to preserve its business organization and goodwill, keep available the services of its officers, employees and consultants and maintain satisfactory relationships with vendors, customers and others having business relationships with it, (ii), subject to applicable Laws, confer with representatives of Buyer relating to the general status of ongoing operations as reasonably requested by Buyer and (iii) not take any action that would render any representation or warranty made by the Company in this Agreement untrue at the Closing as though then made, including any actions referred to in Section 4.10; (d) neither the Company nor any Subsidiary will change in any material respect any of its methods of accounting in effect on March 31, 2006, other than changes required by GAAP (or, with reference to non-U.S. Subsidiaries, other applicable accounting standards); (e) neither the Company nor any Subsidiary will cancel or terminate its current insurance policies or allow any of the coverage thereunder to lapse, unless replaced by a policy providing substantially similar coverage to the policy being replaced; (f) neither the Company nor any Subsidiary will (i) amend or propose to amend its certificate of incorporation or by-laws, (ii) split, combine or reclassify its outstanding capital stock, (iii) declare, set aside or pay, any dividend or distribution payable in stock or property, or (iv) repurchase, redeem or otherwise acquire any of its outstanding shares of capital stock; (g) neither the Company nor any Subsidiary will issue, sell, pledge or dispose of, or agree to issue, sell, pledge or dispose of, any additional shares of, or any options, warrants or rights of any kind to acquire any shares of its or its Subsidiaries' capital stock, or any debt or equity s...

Conduct of the Business. (a) From the date hereof until the Closing Date, or the earlier termination of this Agreement pursuant to Article IX, except to the extent described in Schedule 5.01 or otherwise required or specifically permitted by this Agreement, the Company shall: (i) conduct the Business in the ordinary course of business consistent with past practice in all material respects (including with respect to capital expenditures, the timely making of any budgeted or emergency capital expenditures or capital expenditures that are required to maintain the Business in compliance with any applicable Laws), unless the Parent shall have otherwise consented in writing (which consent will not be unreasonably withheld, conditioned or delayed); (ii) maintain in effect the insurance coverage described on Schedule 7.16 (or reasonably equivalent replacement coverage); (iii) use its commercially reasonable efforts to preserve the present relationships of the Business with suppliers, vendors, licensees and other Persons with which the Business has business relations; (iv) maintain in effect the Business Licenses (if any) in accordance with the terms thereof and renew any Business License that would otherwise expire pursuant to the terms thereof between the date of this Agreement and the Closing; (v) use its commercially reasonable efforts to keep, or to cause Spoonful to keep, available the services of the Business Employees subject to the normal hiring and firing of Business Employees in the ordinary course of business consistent with past practice and (vi) use commercially reasonable efforts to preserve intact its business organization, value as a going concern and relationships with third parties (including lessors, licensors, suppliers, distributors and customers) and employees. (b) From the date hereof until the Closing Date, or the earlier termination of this Agreement pursuant to Article IX, except to the extent described in Schedule 5.01 or otherwise required or specifically permitted by this Agreement or consented to in writing by the Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company shall refrain from: (i) issuing, selling or delivering any of its Company LLC Interests or other Equity Interests or issuing or selling any securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe for, any of its Company LLC Interests or other Equity Interests (or amending any term of any of the foregoing); (ii...

Conduct of the Business. (a) During the period from the date of this Agreement to the Closing, except as otherwise expressly contemplated by this Agreement, as set forth in the applicable subsection of Section 7.2(a) of the Disclosure Schedules or as required by applicable Law, (x) CareOregon shall not, and shall cause the other CareOregon Companies not to, and the other CareOregon Companies shall not, without the prior written consent of SCAN Group, which consent shall not be unreasonably withheld, conditioned or delayed, and (y) SCAN Group shall not, and shall cause the other SCAN Companies not to, and the other SCAN Companies shall not, without the prior written consent of CareOregon, which consent shall not be unreasonably withheld, conditioned or delayed: (i) enter into any new line of business or exit any line of business; (ii) enter into any joint venture or partnership arrangement; (iii) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization, except for the transactions expressly contemplated by this Agreement; (iv) cancel or terminate any material insurance policies or cause any of the coverage thereby to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies providing, to the extent reasonably available, coverage equal to or greater than the coverage under the canceled, terminated or lapsed policies for substantially similar premiums are in full force and effect; (v) sell, transfer, lease, license, mortgage, encumber or otherwise dispose of any material assets, properties, rights or liabilities with a value greater than $10,000,000 in the aggregate, except (A) for sales of inventory or obsolete equipment in the ordinary course of business or (B) as contemplated by this Agreement; (vi) (A) make, commit to make, accelerate or defer any capital expenditures or (B) pay or commit to pay any purchase price for equity securities (or any capital contribution with respect to any equity securities) of any Person or for all or substantially all of the assets of any Person (other than assets of any of the SCAN Companies or CareOregon Companies), that (for clauses (A) and (B) combined), (1) with respect to SCAN Group and the SCAN Companies (other than Prevent Solutions LLC and its subsidiaries) and CareOregon and the CareOregon Companies (other than as disclosed in Section 7.2(a)(vi) of the Disclosure Schedules), respectively, exceed $10,000,000 in the aggreg...

Conduct of the Business. Sellers agree to observe each term set forth in this Section 6.1 and agree that, from the date hereof until the Closing Date, unless otherwise consented to by Buyer in writing: (a) The Business shall be conducted only in, and Sellers shall not cause or permit the Company to take any action except in, the Ordinary Course of Business, on an arm’s-length basis and in accordance with all applicable laws, rules and regulations, including all employment legislation, and the Company’s past custom and practice and all contracts, agreements, engagements, or commitments to which the Company is a party or by which it is bound shall be in full force and effect and unamended and shall not be in default in any manner that could have a Material Adverse Effect; (b) Except as otherwise provided herein or for the transactions contemplated by this Agreement, Sellers shall not cause or permit the Company, directly or indirectly, or do or permit to occur any of the following: (i) sell, pledge, dispose of or encumber the Stock or any of the Company’s assets; (ii) acquire (by merger, exchange, consolidation, acquisition of stock or assets or otherwise) any corporation, partnership, joint venture or other business organization or division or material assets thereof; (iii) incur any indebtedness for borrowed money or issue any debt securities except the borrowing of working capital in the Ordinary Course of Business and consistent with past practice; (iv) subject to any reasonable objection or defenses to payment, permit any accounts payable owed to trade creditors to remain outstanding more than what is normal and customary in the industry or consistent with past practices; (v) accelerate, beyond the normal collection cycle, collection of Accounts Receivable; (vi) enter into or propose to enter into, or modify or propose to modify, any agreement, arrangement or understanding with respect to any of the matters set forth in this Section 6.1(b); or (vii) engage in any business, enterprise or activity, or enter into any transaction (except the transactions contemplated herein), or incur any obligation outside of the Ordinary Course of Business. (c) Sellers shall not cause or permit the Company to, directly or indirectly, (i) enter into or modify any employment, severance or similar agreements or arrangements with, or grant any bonuses, salary increases, severance or termination pay to, any officers or directors or consultants; (ii) in the case of management employees, officers or con...