Operation of Business Prior to the Closing Sample Clauses

Operation of Business Prior to the Closing. From the date hereof to the Closing, except as required by applicable Laws or as set forth in Section 4.01 of the Company Disclosure Letter, unless otherwise consented to by Buyer (which consent, in the case of any action or inaction in the Ordinary Course pursuant to any of clauses (a)(xvi), (a)(xvii), (b)(iv) (other than with respect to any renewal of any Franchise) and (b)(v) of this Section 4.01 shall not be unreasonably withheld or delayed), the Company shall, and shall cause the Company Subsidiaries to, conduct the Business in the Ordinary Course and in accordance with applicable Laws, subject to, and except as modified by, compliance with the following negative and affirmative covenants:
Sample 1
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Operation of Business Prior to the Closing. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as set forth in Section 5.1 of the Disclosure Schedule, as otherwise contemplated by this Agreement, as required by applicable Law or as consented to in writing by Parent, the Company and its Subsidiaries shall conduct the businesses of the Company and its Subsidiaries in all material respects in the ordinary course of business consistent with past practice, and each of the Company and its Subsidiaries shall use its reasonable best efforts to (i) preserve substantially intact the businesses of the Company and its Subsidiaries and the relationships of the Company and its Subsidiaries with customers, suppliers, service providers and others having significant business relationships with the Company or any of its Subsidiaries, and (ii) keep available the services of the Company’s and its Subsidiaries’ officers and the employees of the Company specified in the definition of Knowledge in Section 1.1 of this Agreement. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing, except as set forth in Section 5.1 of the Disclosure Schedule, as otherwise contemplated by this Agreement or as required by applicable Law, the Company and its Subsidiaries shall not do any of the following without the prior written consent of Parent:
Sample 1
Operation of Business Prior to the Closing. Except as required by applicable Legal Requirements or as provided in Schedule 6.1 or Section 6.1(c), and except as consented to in writing by the Charter Parties between the date hereof and the Closing Date, Helicon will operate and cause the Helicon Companies to operate the Systems in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants and the other covenants set forth in this Section 6) and abide by the following negative and affirmative covenants:
Sample 1
Operation of Business Prior to the Closing. Except as required by applicable Law, unless otherwise consented to by Buyer (which consent shall not be unreasonably withheld or delayed), between the date of this Agreement and the Closing Date, the Company Shareholders, other than the Non-Employee Shareholders, will cause the Company and the Company Subsidiaries to operate the Business in the ordinary course of business (subject to, and except as modified by, compliance with the following negative and affirmative covenants) and abide by the following negative and affirmative covenants:
Sample 1
Operation of Business Prior to the Closing. Between the date hereof and the Closing or the earlier termination of this Agreement in accordance with the provisions hereof, Seller will operate in the Ordinary Course of Business and, to the extent consistent therewith, will use all commercially reasonable efforts to seek to preserve intact the Business, with no less diligence and effort than would be applied in the absence of this Agreement. Without limiting the foregoing, Seller shall pay its accounts payable or other obligations in the ordinary course and shall not alter or accelerate its production or shipment schedules with respect to Products or performance schedule with respect to services, unless requested by a customer in writing.
Sample 1
Operation of Business Prior to the Closing. The Target Stockholder agrees to vote its shares of the Target to elect the following three Persons to serve as directors of the Target during the Pre-Closing Period (the "Pre-Closing Board"): Maarten D. Hxxxxxx (xx such other person as is nominated in writing by the Target Stockholder) and John X. Xxxxxxxxx xxx Patrxxxx X. Xxxxx (xx such other two Persons as are nominated in writing by the Buyer). The Pre-Closing Board shall be responsible for the management of the operations of the Target during the Pre-Closing Period, subject to the terms of this Agreement. Notwithstanding the foregoing, unless authorized by the Board of Directors of the Target Stockholder, the Pre-Closing Board shall not authorize or permit the Target to (i) borrower from FINOVA any amount which, when added to the FINOVA Debt, exceeds the amounts available under the existing loan documents relating to the FINOVA Debt, or (ii) incur any indebtedness for borrowed money (other than for purchases of inventory in the ordinary course of business) to any lender other than FINOVA or the Buyer. The Buyer agrees that during the Pre-Closing Period, it shall make loans to the Target for working capital, as needed by the Target from time to time, in an aggregate amount of up to $500,000. In addition, the Buyer may, within its discretion from time to time, extend credit to the Target for purchases of inventory on Buyer's customary credit terms. The Target Stockholder hereby consents to, and agrees to vote if necessary to approve, the following actions of the Target during the Pre-Closing Period, as authorized from time to time by the Pre-Closing Board: (1) the borrowing of funds for working capital from the Buyer, which borrowings shall bear a reasonable rate of interest, be payable within sixty (60) days after demand (provided that such demand shall not be made prior to the earlier of the Closing or the termination of this Agreement), subject to the provisions of any applicable promissory notes, and be secured by a security interest in all of the Target's tangible and intangible assets (subject to the consent of FINOVA), all of which may but need not be evidenced by a promissory note; and (2) the purchasing of inventory on credit from the Buyer, which purchase obligations (for purchases of inventory both prior to and subsequent to the date hereof) are to be secured by a security interest in all of the Target's tangible and intangible assets (subject to the consent of FINOVA) and are to be in accord...
Sample 1
Operation of Business Prior to the Closing 
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Related to Operation of Business Prior to the Closing

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • ACTION PRIOR TO THE CLOSING DATE The respective parties hereto covenant and agree to take the following actions between the date hereof and the Closing Date:

  • Prior to the Closing Buyer shall, and shall cause its Affiliates and its and their employees, agents, accountants, legal counsel and other representatives and advisers to, hold in strict confidence all, and not divulge or disclose any, information of any kind concerning the Company and its business; provided, however, that the foregoing obligation of confidence shall not apply to (i) information that is or becomes generally available to the public other than as a result of a disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers, (ii) information that is or becomes available to Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers on a nonconfidential basis prior to its disclosure by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers and (iii) information that is required to be disclosed by Buyer or its Affiliates or any of its or their employees, agents, accountants, legal counsel or other representatives or advisers as a result of any applicable law, rule or regulation of any Governmental Authority; and provided further that Buyer promptly shall notify the Company of any disclosure pursuant to clause (iii) of this Section 9.2(a); and, provided, further, that the foregoing obligation of confidence shall not apply to the furnishing of information by Buyer in bona fide discussions or negotiations with prospective lenders.

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Operations Prior to Closing Between the date of the execution of this Agreement and Closing:

  • Conduct of Businesses Prior to the Effective Time 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 (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Actions Prior to the Distribution Prior to the Effective Time and subject to the terms and conditions set forth herein, the Parties shall take, or cause to be taken, the following actions in connection with the Distribution:

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