Common use of Ordinary Conduct Clause in Contracts

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. From and after the date hereof hereto and prior to ----------------- Closing, and unless the Company and CIVC Buyer shall otherwise consent or agree in writing and except as contemplated by this Agreement or as disclosed on Schedule 5.1 heretoAgreement, ▇▇▇▇▇▇▇▇ Ltd.Sellers covenant and agree that the Company: (i) will Will use its Best Efforts to conduct its business the Business in the ordinary course and shall not sell or convey any assets owned by the Company and utilized 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 the Business other than within normal terms and will pay its accounts payable within normal terms);in the ordinary course. (ii) will Will use its reasonable best efforts Best Efforts to preserve its business organization intact, to maintain the services of its present key employees intact and to preserve the goodwill of the suppliers, customers and others having business dealings with it;the Company. (iii) will Will not amend its Certificate Articles of IncorporationOrganization, bylaws Bylaws or other similar governing documents;. (iv) will Will not issue any capital stock (other than the Newly Issued Securities to be issued to Buyer) 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 Will not split, combine or reclassify its outstanding capital stock;. (vi) will 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 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;Person. (viii) Will use its Best Efforts to maintain the services of its present key employees, and by the time of Closing, will not adopt or amend have entered into employment agreements substantially in any material respect any form and substance satisfactory to Buyer, with the following individuals: A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, A. ▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ Ltd. Benefit Plan or increase the compensation of any of its salaried employees except in the ordinary course of business;▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇. (ix) will not enter into any agreement Will, together with any Stockholder or any affiliate thereof;A. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ and ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, two of the Sellers, terminate a certain Shareholders' Agreement dated December 22, 1988 and cause the Company to reissue all certificates for Securities that have noted thereon a legend as provided by the aforesaid Stockholders' Agreement so as to remove said legend from said reissued certificates. (x) Except as set forth in Schedule 5.1(b), will not sellpay and satisfy in ---------- full (i) all indebtedness of the Company for borrowed money, lease whether borrowed from lending institutions or dispose of any of its assets except in the ordinary course of business; andelsewhere, and (ii) all purchase money obligations. (xi) will not agree Will either terminate all Company memberships in private clubs or other private organizations or cause said memberships to do be transferred to individuals and pay in full all obligations owing to such clubs or organizations, so that on and after the Closing Date, the Company shall no longer have any liability or responsibility, financial or otherwise, for such memberships. (xii) Will cancel or transfer to the appropriate Persons all life insurance policies either owned by the Company or the premiums for which are paid by the Company, so that the Company shall no longer have any obligations as concerns said policies by the Closing Date; and as concerns the split-dollar policy issued by Phoenix Home Life Mutual Insurance Company wherein ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ is the insured, assign said policy to the said ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ or to a Person designated by him upon payment to the Company of an amount equivalent to the present cash value of said policy. (xiii) Will cancel or transfer to the appropriate Persons all leases for motor vehicles leased by the Company for the benefit of any of the foregoingofficers or directors of the Company, so that on and after the Closing Date, the Company shall have no further liability or obligation pursuant to any of said leases. (xiv) Will provide to Buyer a statement as of the Closing Date of all accrued entitlements for Employees including, but not limited to, vacation days, wages and other compensation consistent with past practice. (xv) At the Closing, will issue and deliver the New Issued Securities to the Buyer free and clear of all Encumbrances.

Ordinary Conduct. From and after the date hereof hereto and prior to Closing, and unless the Company and CIVC Buyer shall otherwise consent or agree in writing and except as contemplated by this Agreement or as disclosed on Schedule 5.1 5.1(b) hereto, ▇▇▇▇▇▇▇▇ Ltd.Seller covenants and agrees that the Company: (i) will use its reasonable best efforts to conduct its business the Business in the ordinary course and shall not sell or convey any assets owned by the Company and utilized 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 the Business other than within normal terms and will pay its accounts payable within normal terms)in the ordinary course; (ii) will use its reasonable best efforts 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 itthe Company; (iii) will not amend its Certificate Articles of IncorporationOrganization, bylaws 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;; (it being understood that Seller and the Company shall be permitted to maintain and adjust the intercompany payable owed by the Company to Seller and its Affiliates); and (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 foregoingPerson.

Ordinary Conduct. From and after the date hereof and prior to Closing, and unless CIVC and the Company and CIVC ▇▇▇▇▇▇▇▇ Representatives shall otherwise consent or agree in writing and except as contemplated by this Agreement or as disclosed on Schedule 5.1 hereto, ▇▇▇▇▇▇▇▇ Ltd.the Company: (i) will not conduct its any business in other than as necessary to effect the ordinary course in a manner consistent with past practice (it being understood that with respect to working capital management transactions contemplated by 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)Agreement; (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; (iviii) 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; (viv) will not split, combine or reclassify its outstanding capital stock; (viv) 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; (viivi) 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; (ixvii) will not enter into any agreement with any Stockholder or any affiliate thereof; (xviii) will not sell, lease or dispose of any of its assets except in the ordinary course of business; and (xiix) will not agree to do any of the foregoing.