Covenants Relating to Conduct of Business Sample Clauses

Covenants Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):
Covenants Relating to Conduct of Business a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their 21 relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:
Covenants Relating to Conduct of Business. RESERVED
Covenants Relating to Conduct of Business. Except as set forth in Section 5.01 of the Seller Disclosure Letter or as required by applicable Law or as otherwise expressly permitted or required by the terms of this Agreement, from the date of this Agreement to the Closing, the Sellers shall cause the Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted and, to the extent consistent therewith, use all reasonable best efforts to (w) keep intact the Business, keep available the services of current Business Employees, (x) preserve the Business’s relationships with customers, suppliers, licensors, licensees, distributors and others with whom it deals, (y) maintain in effect all of its Permits and (z) manage its working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory) in the ordinary course in the same manner as previously conducted. In addition (and without limiting the generality of the foregoing), except as set forth in Section 5.01 of the Seller Disclosure Letter or as required by applicable Law or with respect to the Business as otherwise expressly permitted or required by the terms of this Agreement, the Sellers shall not, and shall not permit the Companies, to do any of the following without the prior written consent of Purchaser (such consent not to be unreasonably withheld, delayed or conditioned):
Covenants Relating to Conduct of Business. Except as set forth in Section 5.1 of the Company Disclosure Letter, the Company covenants and agrees that, during the period from the date hereof to the earlier of the termination of this Agreement in accordance with its terms and the Appointment Time (the “Pre-Appointment Period”), except as otherwise specifically contemplated by the terms of this Agreement), unless Parent shall otherwise consent in writing in advance, the Company shall use commercially reasonable best efforts to: (i) conduct the businesses of the Company and its Subsidiaries, in all material respects, in the ordinary course of business and in a manner consistent with past practice and, in all material respects, in compliance with Applicable Laws, including the timely filing of all reports, forms or other documents with the SEC required pursuant to the Securities Act or the Exchange Act and (ii) preserve substantially intact the business organization of the Company and its Subsidiaries, to keep available the services of the present officers and key employees of the Company and its Subsidiaries and to preserve, in all material respects, the present relationships of the Company and its Subsidiaries with the material customers and material suppliers and other Persons with which the Company or any of its Subsidiaries has significant business relations. Without limiting the generality of the foregoing, neither the Company nor any of its Subsidiaries shall (except as otherwise specifically contemplated by the terms of this Agreement), during the Pre-Appointment Period, directly or indirectly, do any of the following without the prior written consent of Parent:
Covenants Relating to Conduct of Business. 5.1Conduct of GFHF Business Prior to the Effective Time. Except as expressly contemplated or permitted by this Agreement or as required by applicable law or a Governmental Entity, or with the prior written consent of CenterState (which shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, GFHF shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice, (b) use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships, and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of GFHF or CenterState or any of their respective Subsidiaries to obtain any necessary Regulatory Approvals or to consummate the transactions contemplated hereby. 5.2GFHF Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement, as Previously Disclosed or as required by applicable law or a Governmental Entity, GFHF shall not, and shall not permit any of its Subsidiaries, without the prior written consent of CenterState (which shall not be unreasonably withheld, conditioned or delayed), to: (a)Capital Stock. Issue, sell or otherwise permit to become outstanding, or authorize the creation of, any additional shares of its capital stock, other ownership interests or any Rights, except pursuant to GFHF Stock Options outstanding on the date hereof. (b)Other Securities. Issue or repurchase any other capital securities, including trust preferred or other similar securities, Voting Debt, or other securities, debentures or subordinated notes, except pursuant to GFHF Stock Options outstanding on the date hereof or as otherwise permitted or required by the Agreement (including without limitation, the redemption of issued and outstanding shares of GFHF’s Series B Preferred Stock).(c)Dividends, Etc. (i) Make, declare, pay or set aside for payment any dividend or distribution on its capital stock or other ownership interests (other than dividends from wholly owned Subsidiaries to GFHF and other than (A) a dividend from GFHF to its shareholders not to exceed $0.12 per share and (B) dividends payable on the issued and outstanding shares of GFH...
Covenants Relating to Conduct of Business. (a) Except as set forth in Section 5.2 of the Seller Disclosure Schedules or as required by applicable Law or as otherwise contemplated by the terms of this Agreement (including Section 5.13), from the date of this Agreement to the Closing, and except as Purchaser may otherwise consent in writing to (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall (and shall cause its Subsidiaries and Affiliates to) use commercially reasonable efforts to (i) conduct the Business in all material respects in the ordinary course and consistent with past practice and (ii) preserve substantially intact the Business; provided, that no action by Seller or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 5.2 shall be deemed a breach of this Section 5.2(a) unless such action would constitute a breach of such other provision. (b) Except as set forth in Section 5.2 of the Seller Disclosure Schedules or as required by applicable Law or as otherwise contemplated by the terms of this Agreement (including Section 5.6 and Section 5.13), and solely with respect to the Business, Seller shall not, and shall cause each Seller Entity and each Purchased Entity not to (and with respect to the Purchased Ventures, shall not consent to or affirmatively authorize to), do any of the following without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed):
Covenants Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing, the Seller Group agrees (except as expressly contemplated by this Agreement or to the extent that the Purchaser shall otherwise consent in writing) that:
Covenants Relating to Conduct of Business. Sellers covenant and agree that, during the period from the date hereof until the Closing or earlier termination of this Agreement, neither Kos Investments nor Kos Holdings shall (and Sellers shall cause neither of Kos Investments nor Kos Holdings to) (i) acquire any additional assets or (ii) carry on any business or conduct any operations other than (A) those actions incidental to holding the Assets that are consistent with past practice and (B) performing its obligations under, and consummating the transactions contemplated by, this Agreement (including engaging counsel and other advisors the fees of which will be paid by Sellers) and repaying or causing to be repaid the following indebtedness: (a) a $75,000,000 line of credit between Kos Investments and Wachovia Bank N.A. (on which approximately $60,000,000 is outstanding as of the date hereof) and (b) a $25,000,000 Promissory Note dated August 2, 2006 between Kos Investments and Mary Jaharis. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, Sellers covenant and agree that none of Sellers shall, and Sellers shall cause Kos Investments or Kos Holdings to not, without the prior written consent of Acquiror:
Covenants Relating to Conduct of Business. The Jefferson-Pilot Disclosure Letter and the Lincoln Disclosure Letter each set forth items the disclosure of which is necessary or appropriate, either in response to an express disclosure requirement or as an exception to one or more of such party’s covenants contained in Sections 4.1 and 4.2 of this Agreement, and disclosure made in either disclosure letter with respect to a provision of this Agreement shall be deemed to qualify such provision.