Ordinary Conduct Sample Clauses
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Ordinary Conduct. (a) Except as otherwise contemplated or permitted by the Transaction Agreements, from the date of this Agreement to the applicable Closing Date, unless Purchaser otherwise previously consents in writing (such consent not to be unreasonably withheld, conditioned or delayed), Seller shall cause the Customer Care Business to be conducted in all material respects in the ordinary course of business consistent with past practices, and in particular, Seller shall cause the Customer Care Business not to (i) sell or dispose of, or enter into any agreement to sell or dispose of, any of the Transferred Assets (other than the sale or disposition of obsolete Transferred Assets), (ii) take any affirmative action to terminate any Transferred Contract (other than terminations as a result of breach or non-performance by the counterparty to such contract; provided that prior to taking any such affirmative action, Seller shall notify Purchaser of, and consult with Purchaser, regarding such termination), (iii) take any affirmative action to waive or amend any material term of any Transferred Contract or (iv) breach any term of a Transferred Contract that would give the counterparty to such contract a right of termination, acceleration of terms or material penalties due to such breach, except, in the case of each of clauses (i) through (iv), for such actions in the ordinary course of business for the Customer Care Business; provided that any such actions in clauses (i) through (iv) taken in the ordinary course of business that affect Excluded Assets as well as the Customer Care Business are not permitted if such actions are material and disproportionately detrimental to the Customer Care Business. Notwithstanding the foregoing, Purchaser acknowledges and agrees that Seller (A) shall cause each Transferred Subsidiary to distribute or otherwise Transfer its cash and cash equivalents and other assets not constituting Transferred Assets to Seller or an Affiliate of Seller, (B) may Transfer any Transferred Asset to newly formed Subsidiaries of Seller to effect the Transfer of such Transferred Assets to Purchaser and (C) may transfer the employment of those employees of Seller or its Subsidiaries in any Covered Territory who fulfill the criteria set forth in the Employee Identification Guidelines to the applicable Transferred Subsidiary and the employment of employees who do not fulfill the criteria set forth in the Employee Identification Guidelines from a Transferred Subsidiary to...
Ordinary Conduct. Except as set forth in the capital expenditure and operating budgets (the "CapEx Budgets") of each of the Companies attached hereto as part of Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, the Companies and each of their respective Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve their respective relationships with customers and others with whom they deal. The Companies and their respective Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Article II) of the Companies set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the Closing set forth in Section 6.3 not being satisfied. In addition, except as set forth in the CapEx Budgets or Schedule 4.1(b) or otherwise expressly permitted by the terms of this Agreement, each of the Companies and their respective Subsidiaries shall not do any of the following without the prior written consent of VANTAS:
(i) adjust, split, combine or reclassify any of their respective capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of their respective capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any person;
(ii) sell, lease, transfer or otherwise dispose of, or subject to any Lien, any of their respective properties or assets, or cancel, release or assign any material indebtedness owed to either of the Companies or any material claim held by either of the Companies, except (i) in bona fide arm's length transactions made in the ordinary course of bu...
Ordinary Conduct. (a) Except as set forth in Section 5.02 of the Seller Disclosure Schedule or otherwise contemplated by the terms of this Agreement, from the date hereof until the Closing, Seller shall, and shall cause the Selling Affiliates to, cause the distribution and sale of the Product to be conducted in all material respects in the ordinary course in substantially the same manner as conducted as of the date hereof and shall make all reasonable efforts consistent with current practices to preserve the relationships with customers, suppliers, distributors and others with whom the Seller or Selling Affiliates has a material business relationship with respect to the Product.
Ordinary Conduct. Except as set forth in Section 7(b) of the Disclosure Schedule or as expressly contemplated by this Agreement (including Section 10(g) hereof), from the date hereof through the Cut-Off Date, the Company will cause the Business to be conducted in the ordinary course in all material respects in the same manner as presently conducted and will maintain proper business and accounting records, and make all reasonable efforts consistent with past practices to preserve the Business, including, without limitation, the organization thereof, and relationships of the Business with its material customers and suppliers, officer-level Employees and others with whom it has a material business relationship. In addition, except as set forth in Section 7(b) of the Disclosure Schedule or as expressly contemplated by this Agreement, the Company will not, and will not permit any of the other Sellers to, do any of the following without the prior written consent of Buyer:
(i) enter into or amend any collective bargaining agreement relating to the Business;
(ii) other than retention agreements not extending past the Cut-Off Date, grant to any officer or director-level Employee any increase in compensation or other material benefits, except as may be required under existing agreements or in the ordinary course of business consistent with past practice;
(iii) grant any mortgage, pledge, lien or encumbrance on, or agree to the imposition of any restriction or charge of any kind with respect to, any of the Assets, other than pursuant to purchase money agreements, conditional sales contracts, capital leases, operating leases or Licenses affecting non Real Estate Assets, the non-disclosure of which in Section 6(k) of the Disclosure Schedule would not constitute a misrepresentation under Section 6(k) hereof;
(iv) sell, transfer or lease any material Assets to, or enter into any material agreement, contract or arrangement with, any of its affiliates other than Sellers relating to the Business;
(v) purchase or otherwise acquire any assets or make any capital expenditures constituting Assets that are material, individually or in the aggregate, to the Business (other than (A) purchases of inventory in the ordinary course of business consistent with past practice, (B) such capital expenditures that, together with all other such capital expenditures made by the Company since May 1, 2004, do not exceed an amount equal to the expenditures contemplated by the capital expenditure plans provided by...
Ordinary Conduct. Except as set forth in the capital expenditure and operating budget of VANTAS (the "VANTAS CapEx Budget") attached hereto as part of Schedule 7(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, VANTAS and each of its Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve its relationships with customers and others with whom it deals, including the incurrence of expenditures in connection with the continued development of committed centers covered by the VANTAS CapEx Budget. Notwithstanding anything to the contrary contained herein, VANTAS may use available cash to repay indebtedness of VANTAS on which it is the primary obligor, including, without limitation, outstanding principal and accrued and unpaid interest pursuant to the Paribas Line (as herein defined). VANTAS and each of its Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Section 5(f)) of VANTAS set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the HQ Merger set forth in Section 9 not being satisfied. In addition, except as set forth in the VANTAS Cap Ex Budget or Schedule 7(b), VANTAS and its Subsidiaries shall not do any of the following without the prior written consent of the Company:
(i) adjust, split, combine or reclassify any of its capital stock; make, declare or pay any dividend or make any other distribution on, or directly or indirectly redeem, purchase or otherwise acquire, any shares of its capital stock, membership or partnership interests or any securities or obligations convertible into or exchangeable for any shares of its capital stock or membership or partnership interests; issue, deliver or sell any shares of its capital stock or membership or partnership interests or any securities convertible into or exercisable for, or any rights, options or warrants to acquire, any such shares or securities (whether for cash or property) to any person;
(ii) sell, lease, transfer, or otherwise dispose of, or subject to any Lien, any of...
Ordinary Conduct. Except as expressly contemplated by this Agreement or as set forth in Schedule 6.4, from the date hereof until the earlier of the termination of this Agreement or the Closing, Seller and the Canadian Subsidiary each covenants and agrees, unless expressly contemplated by this Agreement or unless Purchaser shall otherwise consent, which consent shall not be unreasonably withheld or delayed:
(a) to cause the operations of the North America Business to be conducted in the ordinary course and consistent with past practice and in compliance in all material respects with all obligations under the Assigned Contracts and the Canadian Lease, use commercially reasonable efforts to preserve all rights, privileges, franchises and other authority adequate or necessary for the conduct of the North America Business substantially as currently conducted and use commercially reasonable efforts consistent with past practice to maintain good relationships with material licensors, licensees, suppliers, contractors, distributors, customers and others having significant business relationships with the North America Business; provided, however, that no action by Seller or any Subsidiary of Seller with respect to matters specifically addressed by any provision of Section 6.4(b) shall be deemed a breach of this Section 6.4(a) unless such action would constitute a breach of any such provision of Section 6.4(b);
(b) give prompt notice to Purchaser of (i) the occurrence or non-occurrence of any event that would cause any of Seller’s and the Canadian Subsidiary’s representations or warranties contained herein to be untrue and incorrect in any material respect as of the date hereof or untrue and incorrect in any material respect as of the Closing (except for changes permitted or contemplated by this Agreement), (ii) the occurrence of any event that will result, or is reasonably likely to result in the failure of any condition specified in Article VIII hereof to be satisfied, and (iii) any notice or other communication from a third party alleging that the consent of such third party is or may be required in connection with the transactions contemplated by this Agreement or that such transactions otherwise may materially violate the rights of or confer material remedies upon such third party; and
(c) that it will not, and will not permit any of its Subsidiaries to, take any of the following actions except as expressly contemplated by the Transaction Documents:
(i) (A) amend, alter or modif...
Ordinary Conduct. From and after the date hereof and prior to Closing, and unless the Company and CIVC shall otherwise consent or agree in writing and except as contemplated by this Agreement or as disclosed on Schedule 5.1 hereto, ▇▇▇▇▇▇▇▇ Ltd.:
(i) will conduct its business in the ordinary course in a manner consistent with past practice (it being understood that with respect to working capital management this means it will not seek to collect its accounts receivable later than within normal terms and will pay its accounts payable within normal terms);
(ii) will use its reasonable best efforts to preserve its business organization intact, to maintain the services of its present key employees and to preserve the goodwill of the suppliers, customers and others having business dealings with it;
(iii) will not amend its Certificate of Incorporation, bylaws or other similar governing documents;
(iv) will not issue any capital stock or rights, warrants or options to acquire shares of such capital stock or issue any securities convertible into such shares or convertible into securities in turn so convertible, or grant any options, warrants or rights to acquire any such convertible securities;
(v) will not split, combine or reclassify its outstanding capital stock;
(vi) will not declare or pay any dividend or other distribution in respect of any class of its capital stock, or make any cash payment to redeem, purchase or otherwise acquire, or call for redemption, any of such stock;
(vii) will not merge or consolidate with any other corporation or, except in the ordinary course of business, acquire any business, property or assets of any other person, firm, association, corporation or other business organization;
(viii) will not adopt or amend in any material respect any ▇▇▇▇▇▇▇▇ Ltd. Benefit Plan or increase the compensation of any of its salaried employees except in the ordinary course of business;
(ix) will not enter into any agreement with any Stockholder or any affiliate thereof;
(x) will not sell, lease or dispose of any of its assets except in the ordinary course of business; and
(xi) will not agree to do any of the foregoing.
Ordinary Conduct. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, KCAS will cause its business to be conducted in the ordinary course in substantially the same manner as presently conducted and will make all reasonable commercial efforts consistent with past practices to preserve its relationships with its customers, suppliers and others with whom KCAS deals and to keep available the services of its officers and employees. Additionally, except as otherwise contemplated by this Agreement or as set forth on SCHEDULE 7.1, KCAS will not do any of the following without the prior written consent of Merger Sub or AAI:
(a) Amend the articles of incorporation or bylaws of KCAS;
(b) Authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, commitments, subscriptions, rights to purchase or otherwise) any stock of any class or any other securities or equity equivalents (including, without limitation, any stock appreciation rights) of KCAS, or amend any of the terms of any such securities or agreements outstanding as of the date hereof, except as specifically contemplated by this Agreement;
(i) Split, combine or reclassify any shares of capital stock of KCAS, (ii) declare, set aside or pay any dividend or other distribution (whether in cash, stock or property or any combination thereof) in respect of capital stock of KCAS or (iii) redeem or otherwise acquire any securities of KCAS;
(d) (i) Incur or assume any long-term debt or issue any debt securities or, except under existing lines of credit and in amounts not material to KCAS, incur or assume any short-term debt other than in the ordinary course of business, (ii) assume, guarantee, endorse or otherwise become liable or responsible (whether directly, contingently or otherwise) for the obligations of any other Person except in the ordinary course of business consistent with past practice and in amounts not material to KCAS, (iii) make any loans, advances or capital contributions to, or investments in, any other Person (other than to entities listed on SCHEDULE 7.1(D) pursuant to existing agreements or customary loans or advances to employees in the ordinary course of business consistent with past practice and in amounts not material to the maker of such loan or advance), (iv) pledge or otherwise encumber shares of capital stock of KCAS, or (v) except in the ordinary course of...
Ordinary Conduct. Except as expressly permitted by the terms of this Agreement or as set forth on Schedule 5.01(b) hereof, from the date hereof until the Closing, each of Avenue and CineMasters will conduct its business in the ordinary course in substantially the same manner as presently conducted. In addition, except as expressly permitted by the terms of this Agreement or as set forth on Schedule 5.01(b) hereto, CineMasters and Avenue will not do any of the following prior to the Closing without the prior written consent of the other party:
(i) amend its Certificate of Incorporation or By-laws or other comparable governing instruments;
(ii) declare or pay any dividend or make any other distribution to its stockholders, whether or not upon or in respect or any shares of its capital stock;
(iii) grant to any officer or employee any increase in compensation or benefits, except in the ordinary course of business consistent with past practice or as may be required under existing agreements;
(iv) cancel any material indebtedness (individually or in the aggregate), waive any claims or rights of substantial value or amend any material term of any of its outstanding securities;
(v) make any change in any method of accounting or accounting practice or policy other than those required by generally accepted accounting principles;
(vi) acquire by merging or consolidating with, by purchasing a substantial portion of the assets of, or in any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets, except in the ordinary course of business consistent with past practice;
(vii) sell, lease or otherwise dispose of any of its assets, except in the ordinary course of business consistent with past practice;
(viii) amend, modify, terminate, extend, renew or restate any Contract, other than in the ordinary course of business consistent with past practice;
(A) pay or agree to pay any pension, retirement allowance or other employee benefit not required or permitted by any Plan, whether past or present; or (B) commit itself to any new or renewed Plan with or for the benefit of any person, or to amend any of such Plans or any of such agreements in existence on the date hereof;
(x) permit any of its insurance policies to be cancelled or terminated or any of the coverage thereunder to lapse, unless simultaneously with such termination, cancellation or lapse, replacement policies are in full force and eff...
Ordinary Conduct. Except as contemplated by the terms of this Agreement, any Ancillary Agreement, the GMACCH Sale Agreement or as set forth on Schedule 6.1(b)-1, from the date hereof to the Closing, Seller, in its capacity as the Company's sole shareholder, and the Company will cause the FinanceCo Companies to conduct their business in the ordinary course. Schedule 6.1(b)-2 sets forth a list of all material, ordinary course activities currently being considered by any Business Segment to be conducted prior to the Closing to the extent not consistent with past practice. Without limiting the foregoing, except as contemplated by the terms of the Transaction Agreements and the disclosures on Schedule 6.1(b)-1, or the GMACCH Sale Agreement and other than whole loan sales and Securitization Transactions, from the date hereof until the Closing, no FinanceCo Company will do any of the following without the prior written consent of Investor (not to be unreasonably withheld (except with respect to any matter limited by dollar amount) or delayed):
(i) amend the charter or Bylaws (or any equivalent organizational documents following the Conversion) of the Company;
(ii) declare or pay any dividend or make any other distributions to its equity holders in respect of its equity interests (however characterized and whether payable in cash or additional equity interests); provided, however, that (A) the Company may, in addition to the Cash Distribution and the Asset Distribution pursuant to the Recapitalization and distributions or payments by the Company and its Subsidiaries under any Ancillary Agreement or the Tax Allocation Agreements, pay dividends or other distributions in respect of its equity interests to Seller in an aggregate amount not to exceed the aggregate amount of GAAP Earnings of the Company and its Subsidiaries earned since September 30, 2005, as estimated by the Company in good faith as of the date of any such declaration, and (B) dividends or distributions may be made by any Subsidiary of the Company to the Company or any of its Subsidiaries;
(iii) effect a split or reclassification or other adjustment of the Company's outstanding capital stock or a recapitalization thereof;
(iv) make any material change in financial or Tax accounting principles or in the manner of applying such principles, in all cases other than as may be required by the SEC, Tax law, GAAP or, with respect to any Subsidiary, changes in generally accepted accounting principles applicable to such Subsidiar...