Operation of the Business Sample Clauses
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Operation of the Business. (a) During the Pre-Closing Period: (i) except (A) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (B) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course and (ii) preserve intact the material components of the current business organization of the Company and its Subsidiaries, including by maintaining their relations and goodwill with all material suppliers, material customers, Governmental Bodies and other material business relations (it being understood that with respect to the matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the more general provision of this Section 6.2(a)).
(b) During the Pre-Closing Period, except (i) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (ii) any action taken, or omitted to be taken, pursuant to COVID-19 Measures, (iii) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (iv) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries to not:
(i) amend or permit the adoption of any amendment to the Company’s certificate of incorporation and bylaws or the organizational documents of its Subsidiaries;
(ii) (A) establish a record date for, declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock (including the Company Common Stock) or (B) repurchase, redeem or otherwise reacquire any of its shares of capital stock (including any Company Common Stock), or any rights, warrants or options to acquire any shares of its capital stock, other than: (1) repurchases or reacquisitions of Shares outstanding as of the Agreement Date pursuant to the Company’s right (under written commitments in effect as of the Agreement Date) to purchase or reacquire Shares held by a Company Associate only upon termination of such associate’s employment or engagement by the Company or any of its Subsidiaries; (2) repurchases o...
Operation of the Business. During the period from the date of this Agreement to the Closing Date, the Stockholders shall cause the Company to conduct its operations and the Business in the Ordinary Course of Business and in material compliance with all laws applicable to the Company or any of its properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Closing Date, the Company and the Stockholders shall not and shall cause the Company not to, in each case, without the prior written consent of the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise contemplated by this Agreement, incur any funded indebtedness:
(a) issue or sell, or redeem or repurchase, any stock or other securities of the Company or any warrants, options or other rights to acquire any such stock or other securities (except pursuant to the conversion or exercise of outstanding convertible securities, options or warrants outstanding on the date hereof), or amend any of the terms of (including without limitation the vesting of) any such convertible securities or options or warrants;
(b) except as otherwise contemplated under Section 4.4(h), below, split, combine or reclassify any shares of its capital stock; or, except as may be required to enable Stockholders to pay taxes on the Pre-Tax Profits of the Company through the Closing Date, and except as otherwise contemplated under Section 4.4(h), below, declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of its capital stock;
(c) except in connection with the Required Financing (hereinafter described), create, incur, assume or guaranty any indebtedness for borrowed money (including obligations in respect of capital leases) except in the Ordinary Course of Business or in connection with the transactions contemplated by this Agreement; assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any ot...
Operation of the Business. The Seller or Underlying Asset shall ensure that, during the Pre-Closing Period:
(a) It conducts its operations in the Ordinary Course of Business and in the same manner as such operations have been conducted prior to the date of this Agreement;
(b) It uses its commercially reasonable efforts to preserve intact its current business organization, keep available and not terminate the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, employees and other Persons having business relationships with the Underlying Asset;
(c) It does not declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of its capital stock, and does not repurchase, redeem or otherwise reacquire any shares of its capital stock or other securities;
(d) It does not sell or otherwise issue (or grant any warrants, options or other rights to purchase) any shares of capital stock or any other securities;
(e) It does not amend its charter document, corporate governance document or other Organizational Documents, and does not affect or become a party to any recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction;
(f) It does not form any subsidiary or acquire any equity interest or other interest in any other Entity;
(g) It does not establish or adopt any Employee Benefit Plan, and does not pay any bonus or make any profit sharing or similar payment to, or increase the amount of the wages, salary, commissions, fringe benefits or other compensation or remuneration payable to, and does not enter into or amend any agreement with any of its directors, officers or employees;
(h) It does not change any of its methods of accounting or accounting practices in any respect;
(i) It does not make any Tax election;
(j) It does not commence or take any action or fail to take any action which would result in the commencement of any Proceeding;
(k) It does not (i) acquire, dispose of, transfer, lease, license, mortgage, pledge or encumber any fixed or other assets, other than in the Ordinary Course of Business; (ii) incur, assume or prepay any indebtedness, Indebtedness or obligation or any other liabilities or issue any debt securities, other than in the Ordinary Course of Business; (iii) assume, guarantee, endorse for the obligations of any other person, other than in the Ordinary Course of Business; (iv) make a...
Operation of the Business. (a) Except as contemplated herein or as otherwise consented to by the Purchaser in writing (which consent will not be unreasonably withheld), prior to the Closing, the Sellers will cause IDP and PRIMO to:
(i) Use reasonable efforts to keep the business of IDP and of PRIMO intact and not take or knowingly permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, to maintain the goodwill and reputation associated with their business;
(ii) Continue their existing practices relating to the maintenance of assets used in their business;
(iii) Not purchase, sell, lease or dispose of, or make any contract for the purchase, sale, lease or disposition of, or subject to Lien, any assets other than in the ordinary course of their business;
(iv) Except to the extent required by law or specifically provided for elsewhere herein or on Schedule 4.4(d) hereto, not increase the rates of compensation of any employee except for normal salary increases in the ordinary course of business consistent with past practice; and
(v) Not amend their governing documents or make any change in their capital stock or grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock
(b) Except as contemplated herein or as otherwise consented to by the IDP Sellers in writing (which consent will not be unreasonably withheld), prior to the Closing, the Purchaser (which shall mean for purposes of this Section 4.4(b) the Purchaser and ▇▇▇▇ Computer Corporation, a Virginia corporation and AHC) will:
(i) Use reasonable efforts to keep the business of the Purchaser intact and not take or not permit to be taken or do or knowingly suffer to be done anything other than in the ordinary course of business as the same is presently being conducted, and to maintain the goodwill and reputation associated with the business of the Purchaser;
(ii) Continue its existing practices relating to the maintenance of assets used in its business; and
(iii) Not amend its governing documents, or make any change in its capital stock or, except pursuant to the Purchaser's existing Employee Stock Option Plan, grant any option, warrant or other right to purchase or to convert any obligation into shares of capital stock.
Operation of the Business. From the Effective Date until the Closing, Seller Parties, except as otherwise agreed to by the Parties in writing, will (and shall cause each other Group Company to): (a) conduct the Business only in the Ordinary Course of Business, (b) use commercially reasonable efforts to preserve intact each Group Company’s business organization and relationships (contractual or otherwise) with third parties (including lessors, licensors, suppliers, distributors, and patients) and employees, (c) use commercially reasonable efforts to keep available the services of its current officers, directors, employees and consultants, (d) preserve in all material respects its present Assets, (e) comply with all applicable Legal Requirements, including pursuant to the Disclosed Contracts, (f) pay all applicable Taxes as such Taxes become due and payable, (g) maintain all existing licenses and Permits material to its operations and businesses, (h) make all capital expenditures in the Ordinary Course of Business, and (i) consult with Buyer prior to taking any action or entering into any transaction that may be of strategic importance to any Group Company or Buyer or that could otherwise prevent, enjoin, or materially alter or delay the Transactions, or that could reasonably be expected to have a Material Adverse Effect, and Seller Parties shall refrain from (and cause the Group Companies to refrain from) taking any action that would result in the change in the capitalization structure of the Group Companies as set forth on Schedule 0. Without limiting the generality of this Section 0, Seller shall not (and Seller Parties will cause the Group Companies not to), from the Effective Date until the Closing, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Buyer:
(a) sell, lease, license (as licensor), assign, dispose of or transfer (including transfers to any of a Group Company’s respective employees or Affiliates) any of its Assets (whether tangible or intangible), except for sales of inventory in the Ordinary Course of Business;
(b) mortgage, pledge or subject to any Encumbrance any portion of its Assets, other than Permitted Encumbrances;
(c) make, commit to make or authorize any capital expenditures, except in the Ordinary Course of Business;
(d) acquire (including by merger, consolidation, license or sublicense) any interest in any Person or substantial portion of the Assets or business of any Person;
(e) incur any Debt, inclu...
Operation of the Business. Except as set forth on Schedule 3.14 or in connection with this Agreement, Everest and Subsidiaries has not since September 30, 2013:
(a) except for content or Equipment or inventory acquired in the Ordinary Course, made any acquisition of any assets, properties, capital stock or business of any other Persons with a purchase price in excess of $50,000 or made any commitments to do any of the foregoing;
(b) except in the Ordinary Course, made any sale, assignment, transfer or license of any Intellectual Property;
(c) except in the Ordinary Course, terminated, entered into or amended, or agreed to enter into or amend, any Contract required to be disclosed on Schedule 3.9;
(d) except in the Ordinary Course, hired, or agreed to hire, any Person to perform services in connection with the Business; entered into or amended, or agreed to enter into or amend, any employment agreement of any employee; made or agreed to make any payment or commitment to pay severance or termination pay to any of its officers, directors, employees, consultants, agents or other representatives;
(e) except as would not be reasonably expected to have a Material Adverse Effect, suffered or incurred any material damage, destruction or loss not covered by insurance materially adversely affecting the assets, properties, business, operations, condition (financial or otherwise) or prospects of the Business;
(f) except as would not be reasonably expected to have a Material Adverse Effect, failed to make any payment to any creditor of the Business as such obligations become due and payable; and
(g) except in the Ordinary Course, established or increased any bonus, commission, insurance, retention, deferred compensation, pension, retirement, profit sharing, stock option (including the granting of stock options, performance awards or restricted stock awards) or other employee benefit plan or arrangement, increased any salary or otherwise increased the compensation payable to or to become payable to any employee, other than annual increases commensurate with past practice.
Operation of the Business. From the date of this Agreement until the Closing occurs, Sellers will continue to operate the Assets, in the ordinary course of business consistent with past practice, (i) in material compliance with all applicable Laws, including, without limitation, Environmental Laws, and (ii) in material compliance with all Basic Documents, in the case of both (i) and (ii), subject to any matters set forth on any schedules attached to this Agreement. From the date hereof until Closing, each Seller, jointly and severally with other Seller, agrees not to, without Purchaser’s prior consent, which shall not be unreasonably withheld or delayed:
(a) expend any funds in excess of $1,000,000 per operation or per well, or make any commitments to expend funds in excess of $1,000,000 per operation, or otherwise incur any other obligations or liabilities, other than in the ordinary course of business and as would a prudent operator, except in the event of an emergency requiring immediate action to protect life, prevent environmental contamination, or to preserve the Assets (including without limitation where needed to comply with any drilling obligations needed to maintain any Mineral Interest), provided that Sellers shall forward to Purchaser the applicable authorization for expenditure with respect to any operation under $1,000,000 but greater than $250,000;
(b) (i) fail to comply with any drilling obligations needed to maintain any Mineral Interest (provided that the Parties agree that Sellers will drill one well (and only one well) during the period from the date of this Agreement until Closing occurs), or (ii) except where necessary to prevent the termination of a Mineral Interest or where needed to comply with any drilling obligations needed to maintain any Mineral Interest, propose the drilling of any additional ▇▇▇▇▇, or propose the deepening, plugging back or reworking of any existing ▇▇▇▇▇, or propose the abandonment of any ▇▇▇▇▇ relating to the Oil & Gas Interests;
(c) sell, transfer, mortgage, abandon or otherwise encumber any portion of the Assets other than sales and dispositions of Hydrocarbons and items of materials, supplies, Equipment, improvements or other personal property or fixtures forming a part of the Assets that have become obsolete or unusable;
(d) enter into, terminate or modify any new Material Contract, other than any such Material Contract that terminates according to its terms other than a termination resulting from a breach by Sellers or their Aff...
Operation of the Business. Between the date of this Agreement and the Closing Date, unless required by order of the Bankruptcy Court or the Cayman Court, or Purchaser shall otherwise agree in writing, the Company shall cause the STB Business to be conducted only in the Ordinary Course of Business, and shall use its commercially reasonable efforts to preserve substantially intact the organization of the STB Business, substantially keep available the services of the STB Employees and STB Service Providers and substantially preserve the current relationships of the STB Business with customers, suppliers and other Persons with which the STB Business has material business relations. For the avoidance of doubt, the Company shall, and shall cause its applicable Subsidiaries to, pay all registration, maintenance, renewal, and annuity fees and Taxes due by Company or any Subsidiary prior to and as of the Closing Date, without extensions of time or late payment fees, and have all necessary documents prepared and filings timely made in connection therewith, for the maintenance, prosecution, registration and filing of each item of Purchased Intellectual Property Assets, including taking all Required Actions. In furtherance of the foregoing and in no way limiting the foregoing, between the date of this Agreement and the Closing Date, the Company shall, except as set forth on Schedule 5.2:
(a) if requested in writing by Purchaser, to the extent permitted by applicable Law, report to Purchaser regarding the STB Business and the status of the STB Business and the Company’s and each Subsidiary’s operations and finances; provided, that, the Company shall only be required to report information that is currently available to the Company and that is prepared in a format that is currently used by the Company to report such information or a format required pursuant to this Agreement;
(b) report to Purchaser on a weekly basis the names of any STB Employees who give notice of termination of employment or who threaten to terminate employment;
(c) maintain the Purchased Assets in a state of repair and condition that is consistent with the Ordinary Course of Business;
(d) pay or otherwise satisfy in the Ordinary Course of Business all of its material Liabilities of the STB Business to the extent permitted under bankruptcy Law;
(e) promptly take all Required Actions and any other office actions with respect to any Registered IP and provide drafts of any proposed office actions to Purchaser in advance of filing ...
Operation of the Business. Except as contemplated by this Agreement or the Employee Matters Agreement (such exceptions and disclosed matters herein referred to as “Permitted Transactions”), from the date hereof until the earlier of the Closing and the termination of this Agreement, Seller shall, and shall cause its Subsidiaries to, use commercially reasonable efforts (i) to continue, in a manner consistent with the past practices of the Business, operating and conducting the Business in the ordinary course in all material respects, (ii) to maintain and preserve intact its current Business organization, operations, assets, properties and franchises in all material respects, and (iii) not to take any of the following actions in connection with or on behalf of the Business without the prior written approval of Buyer (which approval shall not be unreasonably withheld, conditioned or delayed):
(a) sell, lease, transfer or otherwise dispose of or encumber or place a Lien on (other than Permitted Liens) any of the material assets of the Business, other than in the ordinary course of business;
(b) cancel any material debts or waive any material claims or rights pertaining to the Business, except in the ordinary course of business;
(c) grant any increase in the compensation of officers or employees of the Business or pay or provide, or increase or accelerate the accrual rate, vesting or timing of payment or funding of, any compensation, benefits or other rights of any employee of the Business, except for increases, changes or payments (i) in the ordinary course of business and consistent with past practice, (ii) pursuant to Contracts or employee benefit plans in effect as of the date hereof, or (iii) as required by Law;
(d) except as required by applicable Law or the terms of any employee benefit plan as in effect on the date of this Agreement, establish, adopt, or become a party to any new employee benefit or compensation plan or program or amend or waive any material provision under or terminate any employee benefit plan;
(e) except in the ordinary course of business, incur, assume or guarantee any indebtedness for borrowed money other than (i) indebtedness to an Affiliate incurred in the ordinary course of business, and (ii) other indebtedness for borrowed money that is not material to the results of operations or financial condition of the Business or which otherwise would not be an Assumed Liability or Remaining Canadian Obligation;
(f) make any investment or acquisition either by purch...
Operation of the Business. Except as set forth in Schedule 3.17, (a) Seller has operated the Business only through Seller and not through any other divisions or any direct or indirect subsidiary or affiliate of Seller and (b) no part of the operation of the Business is operated by or through any entity other than Seller.