Operation of the Company. Each Party agrees to take all actions necessary to ensure that the Company shall be operated in accordance with the terms of this Agreement and the other Transaction Agreements, including, without limitation, to vote all Securities held by it (and to cause all Securities held by any of its Affiliates and permitted transferees under Section 13 to be voted) to effect the terms hereof.
Operation of the Company. (a) Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, the Company shall:
Operation of the Company. A. Except as otherwise expressly provided in this Agreement, the rights and obligations of the Member, the management of the affairs of the Company, the conduct of its business, and its dissolution and all other matters shall be governed by the Act.
Operation of the Company. The Company will be operated in accordance with its organizational documents (including the Company’s Statutes) and a shareholders’ agreement to be executed by the Parties as Members.
Operation of the Company. The Company shall operate as provided in this Agreement and pursuant to the Act, as the Act may be amended from time to time; provided, however, that in the event of any inconsistency between any provision of the Act and the provisions of this Agreement, the provisions of this Agreement shall govern to the extent permitted by the Act.
Operation of the Company. The Company shall be an investment holding company with the sole purpose of (a) holding and disposing of the Purchased Shares, the Convertible Note(s) and the Converted Securities, (b) carry out any actions in relation to the Debt Financing and the IDG Loans and (c) carry out any other actions pursuant to this Agreement and shall not engage in any other business operation.
Operation of the Company. (a) Except as otherwise contemplated by the Transaction Documents or as otherwise set forth on Schedule 8.2(a), unless Buyer provides its prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, Seller shall, and shall cause the Company to, operate the Company in the Ordinary Course of Business and not take any action specified in Section 4.10.
Operation of the Company. For a two year period following the Closing Date (the “Earn-Out Period”), Purchaser shall operate the Company as a separate division or subsidiary of Purchaser. Purchaser shall employ Xxxxx Xxxxx subject to that certain Employment Agreement between Xx. Xxxxx and Purchaser and/or Company, as applicable, dated February 29, 2008. During the Earn-Out Period, Purchaser shall maintain a separate set of financial statements for the Company calculated on a basis consistent with the Company’s Financial Statements for the fiscal year ended December 31, 2007, as adjusted by Purchaser for GAAP.
Operation of the Company. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing, the Company shall conduct its operations in the ordinary course of business .Without limiting the generality of the foregoing, prior to the Closing Date, the Seller and the Company shall not, without the written consent of the Buyer:
Operation of the Company. The Stockholders recognize that Purchaser, as the owner of the Company, shall have the authority to exercise its own good faith business judgment with regard to the operations of Purchaser and its subsidiaries including, following the Closing, the Company. The Stockholders acknowledge that such authority and control shall include, without limitation, a determination of appropriate charges to the Company of charges incurred by the Company, personnel decisions, expansion decisions, the use and nature of the assets of the Company and the nature and amount of capital of the Company.
