Conduct of the Company and its Subsidiaries. Except as (x) set forth in Section 6.1 of the Company Disclosure Letter or as otherwise expressly permitted or required by this Agreement or required or contemplated by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary or reasonably desirable to consummate the Plan Transactions, or (y) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses in the ordinary course and in compliance with Law, and use all commercially reasonable efforts to maintain and preserve intact its business organization, including the goodwill of any Governmental Authorities, lenders, suppliers, landlords and other Persons with which it has material business relationships, and to maintain the status of the Company as a REIT for U.S. federal income tax purposes; provided, however, that no action by the Company or its Subsidiaries of the type specifically addressed in Sections 6.1(a) through 6.1(r) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Except (i) as required by Law, (ii) as set forth in Section 6.1 of the Company Disclosure Letter, (iii) as may be expressly permitted or required by this Agreement or required by the Alternative Plan Sponsor Agreement, the Bankruptcy Case or otherwise as necessary to consummate the Plan Transactions, or (iv) as may be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit its Subsidiaries to:
Conduct of the Company and its Subsidiaries. The Company covenants and agrees that, between the date of this Agreement and the Settlement Date or the date, if any, on which this Agreement is terminated pursuant to Section 10.01, except (i) as may be required by Law, (ii) as may be agreed to in writing by ABI, (iii) as consented to or directed by ABI’s designees on the board of directors of the Company or any committee thereof with competent authority, (iv) as may be expressly permitted or contemplated by this Agreement or (v) as set forth in Section 5.01 of the Company Disclosure Schedule:
Conduct of the Company and its Subsidiaries. From the date of this Agreement through the Closing, the Company shall, and shall cause its Subsidiaries to, conduct its and their businesses only in the ordinary course of business consistent with past practice, and, except as expressly provided in this Agreement or consented to in writing in advance by the Investors, acting by a majority in interest (such consent not to be unreasonably withheld or delayed), the Company shall not:
Conduct of the Company and its Subsidiaries. From the date hereof until the Closing, the Company shall, and the Company shall cause each of its Subsidiaries (other than any Unrestricted Subsidiary), to conduct their respective businesses in the Ordinary Course of Business and to use their reasonable best efforts to preserve intact their business organizations and relationships with third parties, to preserve the goodwill of the suppliers, customers and others having business relations with the Company or such Subsidiaries. Neither the Company nor its Subsidiaries shall (i) take or agree or commit to take any action that would make any representation and warranty set forth in Article III hereof (other than those expressed as being made as at a specific date) inaccurate in any respect at, or as of any time prior to, the Closing, or (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time.
Conduct of the Company and its Subsidiaries. During the period from the date of this Agreement through the Effective Time, the Company agrees as to itself and its Subsidiaries that, except (i) as expressly contemplated or permitted by this Agreement or the Disclosure Schedule, (ii) as required by applicable Law, or (iii) to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed:
Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 4.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into and performing this Agreement, (ii) for performance of its obligations hereunder, (iii) as contemplated by this Agreement or by the Company’s budgets heretofore made available to the Buyer or by the Credit Agreement, (iv) to the extent required by applicable law, statute, rule or regulation, (v) for the performance of its obligations under the Original Purchase Agreement or (vi) as otherwise consented to by the Buyer in writing, such consent not to be unreasonably withheld or delayed, the Company shall conduct its business in the ordinary course in substantially the same manner in which it is conducted as of the date hereof, to the extent consistent with such business, use its commercially reasonable efforts to preserve intact its present business organization and to preserve its relationships with members, suppliers and others having business dealings with it, and not take any action that would have caused a breach of Section 2.6 had it been taken prior to the date hereof and, without limiting the generality of the foregoing, the Company shall not, and the Company shall cause each of its Subsidiaries not to:
Conduct of the Company and its Subsidiaries. From the date hereof until the Closing, the Company shall, and the Company shall cause each of its Subsidiaries, to conduct their respective businesses in the Ordinary Course of Business and to use their reasonable best efforts to preserve intact their business organizations and relationships with third parties, to preserve the goodwill of the suppliers, customers and others having business relations with the Company or such Subsidiaries. From the date hereof until the Closing, neither the Company nor its Subsidiaries shall (i) take or agree or commit to take any action that would make any representation and warranty set forth in Article IV hereof (other than those expressed as being made as at a specific date) inaccurate in any respect at, or as of any time prior to, the Closing, (ii) omit or agree or commit to omit to take any action necessary to prevent any such representation or warranty from being inaccurate in any respect at any such time, (iii) split, combine or reclassify any shares of the Company’s capital stock without appropriately adjusting the conversion price of the Series B Shares prior to their issuance at the Closing, or (iv) declare or pay any individual dividend or distribution (whether in cash, stock or property) in respect of its Common Stock.
Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 4.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into and performing this Agreement, (ii) for performance of its obligations hereunder, (iii) as required by this Agreement, (iv) to the extent required by applicable law, statute, rule or regulation, provided that prior written notice is given to Parent or (v) as otherwise consented to by Parent in writing, such consent not to be unreasonably withheld or delayed, the Company shall, and shall cause each of its Subsidiaries to, as applicable (i) conduct its business in the ordinary course in substantially the same manner in which it is conducted as of the date hereof, to the extent consistent with such business, (ii) use its reasonable best efforts to preserve intact its present business organization and to preserve its relationships with employees, customers, suppliers, creditors, landlords and others having business dealings with it, (iii) use its reasonable best efforts to keep available the services of its current officers, employees and agents, (iv) not take or agree to take any intentional action which would reasonably be expected to prevent or materially impair or delay the ability of the Company and its Subsidiaries to consummate the Merger or any action which would result in the failure of the condition set forth in Section 5.3(a) to be satisfied and (v) periodically report and confer with Parent concerning the status of the Company’s and its Subsidiaries’ businesses.
Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 4.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into and performing this Agreement, (ii) for performance of its obligations hereunder, (iii) to the extent required by applicable law, statute, rule or regulation or (iv) as otherwise consented to by Parent in writing, the Company shall conduct its business in the ordinary course in substantially the same manner in which it has been conducted since January 1, 2005 and use its reasonable best efforts to preserve intact its present business organization and to preserve its relationships with customers, suppliers and others having business dealings with it, and not (x) take any action that would have caused any representation in Section 2.6 to be untrue had it been taken prior to the date hereof or (y) do any of the following:
Conduct of the Company and its Subsidiaries. Except as set forth in Schedule 5.1 of the Disclosure Letter, from the date hereof to the Closing, except (i) for entering into this Agreement, (ii) for performance of its obligations hereunder, (iii) as contemplated by this Agreement or the Company’s budgets heretofore made available to the Purchaser, (iv) to the extent required by applicable law, statute, rule or regulation or (v) as otherwise consented to by the Purchaser in writing, the Company shall conduct its business in the ordinary course in substantially the same manner in which it has been conducted during the twelve (12) months preceding the date hereof (including advertising, marketing, promotions and pricing), shall use commercially reasonable efforts to preserve intact its assets and current business organization and its relationships with customers, suppliers, brokers, agents and others with whom it has business dealings and shall not take any action that would have caused a breach of Section 2.5 (without regard to Schedule 2.5 of the Disclosure Letter) had it been taken prior to the date hereof.
