Conduct of the Company Sample Clauses

Conduct of the Company. The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Part 6.01 of the Company Disclosure Schedule, (iii) reasonably undertaken in connection with any COVID-19 Measures, (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (v) required by Applicable Law or the rules and regulations of Nasdaq, from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 hereof, the Company (A) shall, and shall cause each of its Subsidiaries to use commercially reasonable efforts to (1) conduct its business in the ordinary course in all material respects, substantially consistent with past practice, (2) to the extent consistent with the foregoing clause (1), maintain its business as a going concern and (3) keep available the services of its current officers and key employees and to preserve the goodwill of and maintain satisfactory relationships with those Persons having material business relationships with the Company and its Subsidiaries, and (B) shall not, and shall cause each of its Subsidiaries not to: (a) amend the Company’s certificate of incorporation or bylaws, or amend any certificate of incorporation or bylaws, or other comparable charter or organizational documents, of the Company’s Subsidiaries; (b) other than with respect to a direct or indirect wholly owned Subsidiary of the Company, (i) establish a record date for, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock, property or otherwise) in respect of, or enter into any agreement with respect to the voting of, any capital stock of the Company or any of its Subsidiaries (or securities convertible or exchangeable therefor), (ii) split, reverse split, combine, subdivide or reclassify or otherwise amend the terms of any capital stock (or securities convertible or exchangeable therefor) of the Company or any of its Subsidiaries, (iii) except as expressly provided in Section 6.01(c), issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of capital stock of the Company or any of its Subsidiaries (or securities convertible or exchangeable therefor), or (iv) purchase, redeem or otherwise acquire or offer to purchase, redeem or acquire any Company Securities, except for the net settleme...

Conduct of the Company. Except as required pursuant to the Spin-Off Transaction or the "F" Reorganization, from the date hereof until the Effective Time, the Company shall, in all material respects, conduct its business in the ordinary and usual course consistent with past practices and shall use reasonable efforts to: (a) preserve intact its business and its relationships with Payors, referral sources, customers, suppliers, patients, employees and others having business relations with it; (b) maintain and keep its properties and assets in good repair and condition consistent with past practice as is material to the conduct of the business of the Company; (c) continuously maintain insurance coverage substantially equivalent to the insurance coverage in existence on the date hereof. In addition, without the written consent of APP, the Company shall not: (1) amend its articles or certificate of incorporation or bylaws, or other charter documents; (2) issue, sell or authorize for issuance or sale, shares of any class of its securities (including, but not limited to, by way of stock split, dividend, recapitalization or other reclassification) or any subscriptions, options, warrants, rights or convertible securities, or enter into any agreements or commitments of any character obligating it to issue or sell any such securities; (3) redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock or any option, warrant or other right to purchase or acquire any such shares; (4) declare or pay any dividend or other distribution (whether in cash, stock or other property) with respect to its capital stock (except as expressly contemplated herein); (5) voluntarily sell, transfer, surrender, abandon or dispose of any of its assets or property rights (tangible or intangible) other than the sale of inventory, if any, in the ordinary course of business consistent with past practices; (6) grant or make any mortgage or pledge or subject itself or any of its properties or assets to any lien, charge or encumbrance of any kind, except liens for taxes not currently due and except for liens which arise by operation of law; (7) voluntarily incur or assume any liability or indebtedness (contingent or otherwise), except in the ordinary course of business or which is reasonably necessary for the conduct of its business; (8) make or commit to make any capital expenditures which are not reasonably necessary for the conduct of its business; (9) grant any increase in the compensa...

Conduct of the Company. From the date hereof until the Effective Time, the Company shall conduct its business in the ordinary course consistent with past practices and shall use its reasonable best efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which shall not be unreasonably withheld) as provided by this Agreement, the Transaction Agreements, or as set forth in Section 6.01 the Company Disclosure Schedule, from the date hereof until the Effective Time, the Company shall not: (a) declare, set aside or pay any dividend or other distribution with respect to any share of its capital stock, other than quarterly cash dividends on customary record and payment dates on the Shares not to exceed $0.1325 per Share per quarter; (b) repurchase, redeem or otherwise acquire or offer to acquire any shares of capital stock or other securities of, or other ownership interests in, the Company; (c) issue, deliver, pledge, encumber or sell any Shares, or any securities convertible into Shares, or any Share Equivalents or other rights, warrants or options to acquire any Shares, other than issuances of shares pursuant to Share Equivalents that are outstanding on the date hereof; (d) amend its Articles of Incorporation or By-Laws or other comparable organizational documents or amend any material terms of the outstanding securities of the Company; (e) merge or consolidate with any other Person, make any investment in any other Person, including any joint venture, or acquire the stock or assets or rights of any other Person other than (i) pursuant to existing contracts or commitments as set forth in the Company Disclosure Schedule, (ii) in each case in the ordinary course of business consistent with past practices, purchases of raw materials, services and items used or consumed in the manufacturing process, or (iii) capital expenditures made consistent with the Company's capital expenditure program, in an amount not to exceed $40 million in the aggregate for 2000 and $38.5 million in the aggregate for 2001; (f) incur any indebtedness (whether or not reflected on the Company Balance Sheet) for borrowed money, guarantee any such indebtedness, enter into any new or amend existing facilities relating to indebtedness, issue or sell any debt securities or warrants or other rights to acquire any de...

Conduct of the Company. Except as otherwise contemplated by, or provided for, in this Agreement or the Disclosure Schedule, without the prior written consent of MergerSub (which shall not be unreasonably withheld), from the date hereof to the Effective Time, the Board of Directors shall not approve or authorize any action that would allow the Company and its Subsidiaries to carry on their respective businesses other than in the ordinary and usual course of business and consistent with past practices or any action that would prevent the Company and its Subsidiaries from using their reasonable best efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material federal, state and local licenses, approvals and authorizations, including, without limitation, all material Permits that are required for the Company or any of its Subsidiaries to carry on their business, (iii) keep available the services of its key officers and key employees, and (iv) maintain satisfactory relationships with its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, and except as otherwise contemplated by, or provided for, in this Agreement or the Disclosure Schedule, without the prior written consent of MergerSub (which shall not be unreasonably withheld), prior to the Effective Time, the Board of Directors shall not, nor shall it authorize or direct the Company or any Subsidiary, directly or indirectly, to: (a) adopt or propose any change in its certificate of incorporation or bylaws; (b) except pursuant to existing agreements or arrangements, (i) acquire (by merger, consolidation, acquisition of stock or assets or otherwise), directly or indirectly, any material corporation, partnership or other business organization or division thereof, or sell, lease or otherwise dispose of a material Subsidiary or a material amount of assets (excluding sales of inventory) or securities; (ii) waive, release, grant, or transfer any rights of material value, except in the ordinary course of business, consistent with past practices; (iii) modify or change in any material respect any existing material license, lease, contract, or other document, except in the ordinary course of business, consistent with past practices; (iv) except to refund or refinance commercial paper or with respect to borrowings in the ordinary course of business consistent with past practices, incur, assume or prepay an ...

Conduct of the Company. From the date of this Agreement until the Closing or the earlier valid termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth on Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in writing by Buyer, in advance (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its commercially reasonable efforts to preserve intact its business organization and material business relationships with manufacturers, suppliers, vendors, distributors, Governmental Authorities, customers, licensors, licensees and other Third Parties with which it has material business relationships and keep available the services of its present officers and employees; provided, that no action expressly permitted to be taken by the Company or any of its Subsidiaries in clauses (a) through (s) of this Section 5.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision; provided further, that neither the Company nor any of its Affiliates shall be required to pay any compensation beyond compensation paid in the ordinary course of business to retain such officers and employees. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth on Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance by Parent in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to: (a) amend, adopt any amendment or otherwise change (whether by merger, consolidation or otherwise) any of the Company Organizational Documents; (b) (i) split, combine, subdivide, exchange or reclassify any shares in its share capital or other equity interests, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, shares or property or any combination thereof) in respect of its shares or other equity interests or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for, shares in its share c...

Conduct of the Company. From the date hereof until the Effective Time, the Company and the Subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time: (a) the Company will not adopt or propose any change in its Certificate of Incorporation or bylaws; (b) the Company will not, and will not permit any Subsidiary to, merge or consolidate with any other Person or acquire a material amount of assets of any other Person; (c) the Company will not, and will not permit any Subsidiary to, sell, lease, license or otherwise dispose of any material assets or property except (i) pursuant to existing contracts or commitments and (ii) in the ordinary course consistent with past practice; (d) the Company will not, and will not permit any Subsidiary to, settle or compromise any suit or claims or threatened suit or claim relating to the transactions contemplated hereby; (e) the Company will not, and will not permit any Subsidiary to (i) take agree or commit to take any action that would make any representation and warranty of the Company hereunder (including without limitation, the Company's representations and warranties set forth in Section 4.10) inaccurate in any respect at, or as of any time prior to, the Effective Time or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty (including without limitation, the Company's representations and warranties set forth in Section 4.10) from being inaccurate in any respect at any such time; and (f) the Company will not, and will not permit any Subsidiary to, agree or commit to do any of the foregoing.

Conduct of the Company. From the date hereof to the Effective Time, the Company shall carry on its business in the ordinary course consistent with past practice and use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees and others having significant business dealings with it. Without limiting the generality of the foregoing, from the date hereof to the Effective Time, the Company shall not without the prior written consent of Purchaser: (a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, (ii) split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for Shares of its capital stock, or (iii) except as expressly provided in Section 7.3(i) hereof, purchase, redeem or otherwise acquire any Shares or any capital stock of the Company or any Subsidiary or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; (b) change its practices, policies or procedures with respect to the timing of the payment of accounts payable or the collection of accounts receivable; (c) except as provided in Section 7.3(i) hereof issue, deliver, sell, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities;

Conduct of the Company. From the date hereof until the Effective Time, the Company and its subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use commercially reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and

Conduct of the Company. The Seller and the Company agree that from June 1, 2000 to the Closing Date, the Company shall not: (a) amend its Articles of Incorporation or Bylaws or take any other action which might terminate or impair its corporate existence, rights or franchises; (b) issue or contract or agree to issue or purchase any shares of capital stock of the Company or securities exchangeable for or convertible or exercisable into capital stock of the Company, other than pursuant to existing warranties and options or as otherwise contemplated in this Agreement; (c) consolidate with or merge into any other corporation or permit any other corporation to consolidate with or merge into it; (d) split, combine, or reclassify any of its outstanding securities, or declare, set aside, or pay any dividend or other distribution on, or make or agree to commit to make any exchange for or redemption of any such securities, whether payable in cash, stock or property, other than as contemplated in this Agreement; (e) create, incur, assume, guarantee or otherwise become liable with respect to any indebtedness for borrowed money other than in the ordinary course of business; (f) enter into any employment contract or any compensation, severance or consulting agreement with any existing or prospective director, officer or employee of the Company, other than in the ordinary course of business; (g) lend any money in any material amount; (h) increase the compensation payable or to become payable (including any increase in the contractual term related thereto) to any director, officer, or employee of the Company; (i) adopt, enter into, or amend any bonus, profit sharing, stock option, warrant, pension, retirement, deferred compensation, severance, termination, or other employee benefit plan for the benefit or welfare of any officer, director or employee of the Company, other than in the ordinary course of business; (j) purchase or otherwise acquire all or any substantial part of the assets of any person, other than in the ordinary course of business; (k) sell, lease, mortgage, encumber, or otherwise dispose of any material portion of its assets or properties except for dispositions of obsolete property or assets; (l) make or commit to make any capital expenditures, capital additions or capital improvements aggregating more than $100,000, other than in the ordinary course of business; or (m) enter into, or terminate, any contract, agreement, commitment or understanding applicable to the Company with ...

Conduct of the Company. Except as set forth in Section 6.1 of the Company Disclosure Letter, the Company covenants and agrees that, except as required to comply with applicable Law, from and after the date of this Agreement and until the Effective Time: (a) the Company will not, and will not permit any of its Subsidiaries to (without the prior written consent of Buyer): (i) amend or propose to amend its articles of incorporation, bylaws or similar organizational documents; (ii) issue, sell, grant, transfer, pledge, dispose of, encumber or authorize the issuance of any shares of, or securities convertible into or exchangeable for, or options, warrants, calls, commitments, appreciation rights, performance guarantees or, any other rights, or rights of any kind to acquire, any securities of the Company or any of its Subsidiaries except for the issuance and delivery of shares of Company Common Stock pursuant to the exercise of outstanding Company Options; (iii) (A) directly or indirectly, split; combine or reclassify the outstanding shares of capital stock; or (B) redeem, purchase or otherwise acquire directly or indirectly any of the capital stock of the Company or any of its Subsidiaries; (iv) declare, set aside, make or pay (A) any dividend or other distribution payable in cash, securities or property; or (B) any contribution, loan or other payment or any combination thereof, with respect to its capital stock; (v) adopt a plan of complete or partial liquidation, dissolution, merger or consolidation or adopt resolutions providing for or authorizing such liquidation, dissolution, merger or consolidation or adoption of any liquidation or dissolution, merger or consolidation; (vi) (A) increase the compensation or benefits payable to any director or officer, other employee or consultant of the Company or any of its Subsidiaries except in the ordinary course of business consistent with past practice; (B) enter into any new severance or termination pay agreement with (or amend any such existing arrangement with) any director or officer, other employee or consultant of the Company or any of its Subsidiaries; (C) enter into any new employment, deferred compensation or other similar agreement (or amend any such existing agreement) with any director or officer, other employee or contractor of the Company or any of its Subsidiaries; or (D) increase any benefits payable under any existing severance or termination pay policies or agreements or employment agreements; (vii) adopt any Employee Plan...