Parent Interim Operations Sample Clauses
The Parent Interim Operations clause governs the conduct of the parent company during the period between signing and closing of a transaction. It typically restricts the parent from making significant changes to its business, assets, or operations without the buyer’s consent, such as entering into major contracts, incurring new debt, or selling key assets. This clause ensures that the parent maintains its business in the ordinary course, preserving the value and condition of the company as agreed upon, and prevents actions that could negatively impact the buyer’s interests before the deal is finalized.
Parent Interim Operations. Parent covenants and agrees as to ------------------------- itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement or in Section 6.2 of the Parent Disclosure Letter):
(a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course consistent with past practice and it and its Subsidiaries shall use all reasonable best efforts to preserve its business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, employees and business associates;
(b) it shall not (i) amend the articles or certificate of incorporation or regulations or bylaws of Parent or any of its Subsidiaries; (ii) split, combine or reclassify the outstanding shares of capital stock of Parent or any of its Subsidiaries; or (iii) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock other than dividends from its direct or indirect wholly owned Subsidiaries and other than regular quarterly cash or "payment in kind" dividends on the Parent Preferred Shares;
(c) neither it nor its Subsidiaries will take any action that would be reasonably likely to impede or delay the Transactions or adversely affect the parties' ability to consummate the Transactions; and
(d) neither it nor any of its Subsidiaries will authorize or enter into an agreement to do any of the foregoing.
Parent Interim Operations. Parent covenants and agrees as to itself and its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing, which approval shall not be unreasonably withheld or delayed, and except as otherwise expressly contemplated by this Agreement):
(a) the business of it and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its business organization substantially intact, to keep available the services of those of its present officers, employees and consultants that are integral to the operation of its business as presently conducted and to maintain its relations and goodwill with customers, suppliers, distributors, creditors and lessors; and
(b) it shall not (i) amend its charter or bylaws, or (ii) declare, set aside or pay any dividend payable in cash, stock or property in respect of any capital stock except that a wholly owned Subsidiary of Parent may declare and pay a dividend to its parent, and except that Parent may declare and pay dividends consistent with past practice.
Parent Interim Operations. 41 SECTION 7.3. No Solicitation............................................. 43 SECTION 7.4. Third Party Standstill Agreements........................... 44 SECTION 7.5. Certain Litigation.......................................... 44 SECTION 7.6. Indemnification; Directors' and Officers' Insurance......... 44 SECTION 7.7. Listing of Parent Common Shares............................. 45 SECTION 7.8.
Parent Interim Operations. Parent covenants and agrees that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing), it shall not take any action that would cause any representation or warranty of Parent herein to become untrue in any material respect, and it shall not authorize or enter into an agreement that would reasonably be expected to have such an effect.
Parent Interim Operations. During the period from the date of this Agreement through the Effective Time, Parent agrees as to itself and its Subsidiaries that (except as set forth in SECTION 7.2 of the Parent Disclosure Statement, or as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing, which consent shall not be reasonably withheld):
Parent Interim Operations. 41 Section 7.2. Director and Officer Liability............................... 42 Section 7.3.
Parent Interim Operations. Except as set forth in the Parent Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior consent of the Company (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Effective Time, Parent shall, and shall cause each of the Parent Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice and shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required for Parent or any Parent Subsidiary to carry on its business and (iii) preserve existing relationships with its material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as otherwise expressly contemplated by this Agreement and the Stock Option Agreement, from the date hereof until the Effective Time, without the prior consent of the Company (which consent shall not be unreasonably withheld or delayed), Parent shall not, not shall it permit any Parent Subsidiary to:
(a) make any amendment to Parent's restated certificate of incorporation that changes any material term or provision of the Parent Common Shares;
(b) make any material changes to MergerSub's certificate of incorporation;
(c) take any action that would or would be reasonably likely to prevent or materially impair the ability of Parent to consummate the transactions contemplated by this Agreement or the Stock Option Agreement, including actions that would be reasonably likely to prevent or materially impair the ability of Parent, the Company or any of their Subsidiaries to obtain any consent, registration, approval, permit or authorization required to be obtained from any Governmental Entity prior to the Effective Time in connection with the execution and delivery of this Agreement or the Stock Option Agreement and the consummation of the Merger and the other transactions contemplated by this Agreement and the Stock Option Agreement;
(d) authorize or pay any extraordinary dividend on, or other extraordinary distribution with respect to, Parent's capital stock or engage in any recapitalization, restructuring or reorganization with respect to Parent's capital stock which materially and adversely affe...
Parent Interim Operations. (a) Parent covenants and agrees as to itself and each of its Subsidiaries that, after the date hereof and prior to the Effective Time (unless the Company shall otherwise approve in writing) neither it nor any of its Subsidiaries shall take any action that would cause any representation or warranty of Parent herein to become untrue in any material respect, and neither it nor any of its Subsidiaries shall authorize or enter into an agreement that would reasonably be expected to have such an effect.
(b) If required under Applicable Law (or under any requirements of the London Stock Exchange), Parent shall duly call and give notice of within 30 calendar days of the date hereof and, as promptly as reasonably practicable thereafter, convene and hold an extraordinary general meeting of its shareholders (the "EGM") for the purpose of seeking prompt shareholder approval of this Agreement and the transactions contemplated hereby. Subject to its fiduciary duties under Applicable Law, the Board of Directors of Parent shall recommend that Parent's shareholders approve this Agreement and the transactions contemplated hereby, and shall not withdraw or adversely modify its recommendation in any material respect.
Parent Interim Operations. 31 Section 5.3. Acquisition Proposals...........................................31 Section 5.4.