Operations of the Companies Sample Clauses

Operations of the Companies. Except as set forth on Schedule 3.25, since June 30, 2007,, neither Elumina Spain, GP UK, GP Ads, Elumina UK nor any Subsidiary has or will have as of the Closing:
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Operations of the Companies. Except as set forth in Schedule 5.30, except for the Intercompany Notes, the Support Agreements and the Travelers Commutation and except as specifically contemplated by this Agreement, since June 30, 2007 (unless otherwise indicated), (i) there has not occurred any event or events that (A) individually or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect, or (B) were such event or events to occur after the date of this Agreement, would otherwise require approval of the Buyer in accordance with Section 7.1 hereof, and (ii) the Companies (A) have conducted their respective businesses in the Ordinary Course of Business, and (B) have not:
Operations of the Companies. Except as set forth in Schedule 5.30, since June 30, 2007 (unless otherwise indicated), (i) there has not occurred any event or events that (A) individually or in the aggregate, have had, or could reasonably be expected to have, a Material Adverse Effect, or (B) were such event or events to occur after the date of this Agreement, would otherwise require approval of the Buyer in accordance with Section 7.1 hereof, and (ii) the Companies (A) have conducted their respective businesses in the Ordinary Course of Business, and (B) have not:
Operations of the Companies. Since the date of the Most Recent Balance Sheet, except as contemplated by this Agreement, the business of the Companies has been conducted in the ordinary course, consistent with past practice, and none of the Companies has:
Operations of the Companies. Unless the Shareholders' Representative provides his prior written consent, Buyer, FYI and the Companies agree that during the period from the Closing Date through the period for determination of the Thirty-Six Month Earnout (as defined in Schedule 1.1) no Company shall be required to (i) change the nature or line of business in which it is engaged in at Closing, (ii) accept business from FYI or any entity controlled by FYI on terms or conditions substantially dissimilar to the terms under which it accepts similar business from unaffiliated third parties or (iii) make capital expenditures other than in a manner consistent with its past practice; provided, however, that such consent shall not be required if the Companies' EBIT for two (2) consecutive quarters during the term of the Earnout shall fail to meet eighty percent (80%) of the mutually agreed budget goals designed to achieve the EBIT Targets for the Annual Share Release or Revised Annual Share Release (each as defined on Schedule 1.1), whichever the case may be, for such quarterly periods.
Operations of the Companies. Except as otherwise expressly contemplated by Section 13.8 below and the Closing Steps Summary, Contributor shall not (a) permit any amendment or modification to any of the respective Organizational Documents of any of the Companies, (b) transfer or assign (other than among the Saracen Members) or otherwise encumber any of the interests in or with respect to any of the respective Companies or (c) admit any new members or shareholders to any of the Companies. Between the date hereof and the Closing, Contributor shall continue to operate each of the Companies, and carry out their business, in the same manner as such Companies have been operated prior to the date hereof, except that such Companies shall not incur any new or additional Indebtedness, enter into any contracts (other than Service Contracts which can be terminated without penalty upon not more than 30 days notice) or incur any liabilities (other than in the ordinary course of business consistent with the budgets heretofore received by Contributee from Contributor).

Related to Operations of the Companies

  • Interim Operations of the Company The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

  • Obligations of the Company Whenever required under this Section 2 to effect the registration of any Registrable Securities, the Company shall, as expeditiously as reasonably possible:

  • Instructions of the Company The Company shall have the right, by one or more instruments in writing executed and delivered to the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, to direct the time, method and place of conducting any proceeding for the realization of any right or remedy available to the Collateral Agent, or of exercising any power conferred on the Collateral Agent, the Custodial Agent or the Securities Intermediary, as the case may be, or to direct the taking or refraining from taking of any action authorized by this Agreement; provided, however, that (i) such direction shall not conflict with the provisions of any law or of this Agreement and (ii) the Collateral Agent, the Custodial Agent and the Securities Intermediary shall be adequately indemnified as provided herein. Nothing in this Section 8.2 shall impair the right of the Collateral Agent in its discretion to take any action or omit to take any action which it deems proper and which is not inconsistent with such direction.

  • Obligations of the Consultant A. CONSULTANT shall perform as required by this AGREEMENT. CONSULTANT also warrants on behalf of itself and all subcontractors engaged for the performance of this AGREEMENT.

  • Agreements of the Company The Company agrees with the several Underwriters as follows:

  • Representations of the Company The Company represents and warrants to the Purchaser that:

  • CONDITIONS OF THE OBLIGATIONS OF THE COMPANY The obligations of the Company to sell and deliver the portion of the Shares required to be delivered as and when specified in this Agreement are subject to the conditions that at the Closing Date or the Option Closing Date, as the case may be, no stop order suspending the effectiveness of the Registration Statement shall have been issued and in effect or proceedings therefor initiated or threatened.

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Obligations of Parent and of the Company Whenever this Agreement requires a Subsidiary of Parent to take any action, such requirement shall be deemed to include an undertaking on the part of Parent to cause such Subsidiary to take such action. Whenever this Agreement requires a Subsidiary of the Company to take any action, such requirement shall be deemed to include an undertaking on the part of the Company to cause such Subsidiary to take such action and, after the Effective Time, on the part of the Surviving Corporation to cause such Subsidiary to take such action.

  • Obligations of the Corporation Whenever required under this Agreement to effect the registration of any Registrable Securities, the Corporation shall, as expeditiously as reasonably possible:

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