Post-Closing Operations of the Company Sample Clauses

Post-Closing Operations of the Company. Parent and the Members agree -------------------------------------- that without the prior consent of Parent and the Member Representative, neither Parent nor the Members will take any action during calendar year 1999 which will materially change the manner in which the Company is operated after the Closing.
Sample 1Sample 2
AutoNDA by SimpleDocs
Post-Closing Operations of the Company. Each of Seller and the Company covenants and agrees that following the Closing the Company shall operate in accordance with (and each of Buyer and Seller agree that following the Closing their respective Membership Interests in the Company shall be governed by) the Fifth Amended and Restated Operating Agreement of the Company, substantially in the form annexed as Exhibit A hereto (the "Amended and Restated Operating Agreement"), which is being executed and delivered by Buyer, Seller and the Company concurrently with this Agreement and effective as of the Closing. Each of Seller and the Company represents and warrants that the terms and conditions of this Agreement, and the terms and conditions of the Amended and Restated Operating Agreement, and the authorization, execution, delivery, effectiveness and performance of each of the foregoing, are not in contravention of the Articles of Organization, any prior operating agreement of the Company, or any other contract, agreement, arrangement or commitment of the Company. To the extent there is any conflict between the terms set forth in the Amended and Restated Operating Agreement and the Articles of Organization or any other governance document of the Company, the Company agrees (and each of Buyer and Seller agree) to amend such Articles of Organization and/or other governance document to conform with the Amended and Restated Operating Agreement.
Sample 1
Post-Closing Operations of the Company. (a) The Subscribers and Partnership acknowledge and agree that a portion of the consideration to be paid to the Subscribers for the Transferred Units is contingent upon the Company achieving the Net Revenue targets set forth in Section 2.1(b) for the one (1) year period ending December 31, 2007 (the “Earnout Period”) and that the efforts of the Subscribers will be a significant factor in the Company’s ability to achieve the Net Revenue targets during the Earnout Period. In furtherance of the foregoing, the parties hereto agree that during the Earnout Period the Partnership shall not, and shall not cause the Company to terminate the employment of any Subscriber other than for Cause (as defined in that Subscriber’s Employment Agreement). Notwithstanding any other provision of this Agreement, the Partnership agrees that it will take no action, and shall not cause any action to be taken, that is reasonably likely to adversely affect in any material respect the Company’s ability to meet any of the Net Revenue targets set forth in Section 2.1(b).
Sample 1
Post-Closing Operations of the Company. The Company covenants and agrees that following the Closing the Company shall operate as set forth herein. The Company represents that the terms and conditions herein are not in contravention of the Certificate of Formation, the By-Laws or any Limited Liability Company Operating Agreement of the Company. To the extent there is any conflict between the terms set forth herein and the Certificate of Formation, the By-Laws or any Limited Liability Company Operating Agreement, the Company agrees to amend, unless prohibited by law, the Certificate of Formation, the By-Laws or any Limited Liability Company Operating Agreement to conform herewith.
Sample 1
Post-Closing Operations of the Company. Purchaser agrees to maintain the separate corporate existence of the Company until the Second Variable Payment Date. From the Closing Date through the Second Variable Payment Date, Purchaser shall not operate the Company in a manner inconsistent with commercially reasonable practices nor do anything in bad faith with the intent to decrease the Contribution to EBITDA. Such covenant of Purchaser shall not prohibit Purchaser from ceasing any operations if it would not be commercially reasonable to continue such operations. Purchaser shall also comply with those certain covenants set forth in Schedule 1.8 hereto.
Sample 1
Post-Closing Operations of the Company 
Sample 1

Related to Post-Closing Operations of the Company

  • 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:

  • 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 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.

  • Conditions of the Company’s Obligations at Closing The obligations of the Company to sell Shares to the Purchaser at the Closing are subject to the fulfillment, on or before the Closing, of each of the following conditions, unless otherwise waived:

  • 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.

  • Conditions Precedent to the Obligations of the Company to sell Securities The obligation of the Company to sell Securities at the Closing is subject to the satisfaction or waiver by the Company, at or before the Closing, of each of the following conditions:

  • 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:

  • Conditions to the Obligations of the Company The obligations of the Company to consummate the Merger are subject to the satisfaction or waiver (where permissible) of the following additional conditions:

  • Management and Operations of Business Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

  • Conditions to Obligations of the Company The Company’s obligation to sell and issue the Shares and the Warrants at the Closing is subject to the fulfillment to the satisfaction of the Company on or prior to the Closing Date of the following conditions, any of which may be waived by the Company:

Time is Money Join Law Insider Premium to draft better contracts faster.