Conduct of the Business. Each of the Company and Parent covenants and agrees that:
Conduct of the Business. From the date hereof until the Closing Date, Seller shall conduct its Business in the ordinary course consistent with past practice and use its best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, Seller shall not:
Conduct of the Business. From and after the date hereof until the Relevant Closing Date, except as set forth on Schedule 5.01, as required by applicable Law, as specifically permitted or contemplated by this Agreement or the other Transaction Documents, as may be reasonably required to effectuate and complete the Restructurings or otherwise with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), Sapphire shall, and Sapphire shall cause the Sellers, Transferred Entities and, to the extent Relating to the Businesses, each other Affiliate of Sapphire to, use commercially reasonable efforts to (x) conduct the Businesses in all material respects in the ordinary course consistent with past practice, (y) preserve intact the present business organizations and goodwill of the Businesses and the Transferred Entities and the present relationships of the Businesses with customers, employees, suppliers and others having business dealings with the Businesses and the Transferred Entities and (z) maintain and keep in good repair (ordinary wear and tear excepted) the material properties and assets of the Businesses and the Transferred Entities (provided, that, (X) the consent of Buyer shall not be required pursuant to this Section 5.01 in respect of any COVID-19 Measures and (Y) this shall not require Sapphire, the Sellers, the Transferred Entities or any of their respective Affiliates to take any action otherwise prohibited to be taken without Buyer’s consent pursuant to this Agreement). Without limiting the generality of the foregoing, from the date hereof until the Relevant Closing Date, except as set forth on Schedule 5.01, as required by applicable Law, as specifically permitted or contemplated by this Agreement (including in respect of the Restructuring) or the other Transaction Documents, as may be required to effectuate and complete the Restructurings, in respect of any COVID-19 Measures, or otherwise with Buyer’s prior written consent (not to be unreasonably withheld, conditioned or delayed), solely with respect to the Businesses, Sapphire shall not (in respect of the Business), and Sapphire shall cause the Sellers, Transferred Entities and its other Affiliates not to (in respect of the Business), directly or indirectly:
Conduct of the Business. Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Article IV, the Company shall, and, shall cause each Company Subsidiary to: (a) use commercially reasonable efforts to carry on its business in the ordinary course of business and use commercially reasonable efforts to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve business relationships with customers, vendors, strategic partners and others having business dealings with it; provided, that nothing in this clause (a) shall require any actions or inaction that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s obligations under applicable law or imposed by any Governmental Entity; (b) refrain from (1) declaring, setting aside or paying any distributions or dividends on, or making any other distributions (whether in cash, securities or other property) in respect of, any of its capital stock; (2) splitting, combining or reclassifying any of its capital stock or issuing or authorizing the issuance of any other securities in respect of, in lieu of or in substitution for capital stock or any of its other securities; (3) purchasing, redeeming or otherwise acquiring any capital stock or any of its other securities or any rights, warrants or options to acquire any such capital stock or other securities; (4) issuing, delivering, selling, granting, pledging or otherwise disposing of or encumbering any capital stock, any other Voting Securities or any securities convertible into or exchangeable for, or any rights, warrants or options to acquire, any such capital stock, Voting Securities or convertible or exchangeable securities, other than any issuance of Common Stock on exercise of any compensatory stock options outstanding on the date of this Agreement; or (5) entering into any contract with respect to, or otherwise agreeing or committing to do, any of the foregoing; and (c) to the extent reasonably practicable, shall consult with the Investor prior to taking any material actions outside of the ordinary course of business; provided that the Company shall not consult with the Investor with respect to such material actions or provide any material non-public information to the Investor unless the Company first seeks and obtains the Investor’s prior consent to be so consulted or to receive such information. Addition...
Conduct of the Business. In connection with the Assets or the Business, Seller agrees to observe each term set forth in this Section 6.01 and agrees that, from the date hereof until the Closing Date, unless otherwise consented to by Buyer in writing:
Conduct of the Business. Except as otherwise permitted by this Agreement or consented to in writing by the Buyer (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Closing, the Seller shall conduct the Business only in the Ordinary Course. Without limiting the generality of the foregoing, except as set forth on Schedule 5.2, the Seller shall, in connection with the Business, (a) continue its advertising and promotional activities, and pricing and purchasing policies, substantially in accordance with past practice; (b) not materially shorten or lengthen the customary payment cycles for any payables or receivables and not materially accelerate or delay production of Inventories; (c) use commercially reasonable efforts to (i) preserve intact its business organization, (ii) retain the services of the employees (as a group) engaged in activities of the Business, (iii) continue in full force and effect without material modification all existing policies or binders of insurance currently maintained in respect of the Business and the Acquired Assets and (iv) preserve current relationships with customers, suppliers and other persons with which it has significant business relationships, (d) exercise, but only after notice to the Buyer and receipt of the Buyer's prior consent, any rights of renewal pursuant to the terms of any of the Material Contracts, leases or subleases set forth on Schedule 2.1(a)(vii)(A) or Schedule 3.13(a) which by their terms would otherwise expire; (e) maintain current and in force all Assigned Permits; and (f) not engage in any practice, take any action, fail to take any action or enter into any transaction which could reasonably be expected to cause any representation or warranty of the Seller to be untrue or result in a breach of any covenant made by the Seller in this Agreement (including, without limitation, any action referred to in Section 3.7(b)). Notwithstanding the foregoing, the Buyer agrees and understands that the Seller is entitled to transfer cash out of the Business and that it is intended that at the Closing there shall be a cash balance of zero in the accounts of the Business.
Conduct of the Business. Prior to the earlier of the Closing Date or the termination of this Agreement pursuant to Section 5.1, the Company shall, and, shall cause the Bank to: (a) use commercially reasonable efforts to carry on its business in the ordinary course of business and use reasonable best efforts to maintain and preserve its and the Bank’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it; provided, that nothing in this clause (a) shall limit or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s obligations under applicable law or imposed by any Governmental Entity, (b) if the Company shall (1) declare or pay any dividend or distribution (other than ordinary cash dividends consistent with past practices) on any shares of Company capital stock, or (2) take any action that would require any adjustment to be made under the terms of the Securities as if such Securities were issued on the date of this Agreement, make appropriate adjustments with respect to the Investor such that the Investor shall receive the benefit of such transaction as if the Securities to be issued to the Investor at the Closing had been outstanding as of the date of such action and (c) to the extent reasonably practicable, shall consult with the Investor prior to taking any material actions outside of the ordinary course of business. Additionally, except as required pursuant to existing written, binding agreements in effect prior to the date of this Agreement and set forth in Section 3.4 of the Disclosure Schedule, the Company shall and shall cause the Bank to not take any of the following actions: (i) grant or provide any severance or termination payments or benefits to any director, officer or Employee of the Company or the Bank; (ii) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to, or make any new equity awards to any director, officer or Employee of the Company or the Bank; (iii) establish, adopt, amend or terminate any Benefit Plan or amend the terms of any outstanding equity-based awards; (iv) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan, to the extent not already provided in any...
Conduct of the Business. Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 5.1 (the “Pre-Closing Period”), the Company shall, and shall cause each Company Subsidiary to, (i) conduct its business in the ordinary course consistent with past practice, (ii) use reasonable best efforts to preserve intact its current business organizations and its rights and permits issued by Governmental Entities, keep available the services of its current officers and key employees and preserve its relationships with customers, suppliers, Governmental Entities and others having business dealings with it to the end that its goodwill and ongoing businesses shall be unimpaired and (iii) not take any action that would reasonably be expected to materially adversely affect or materially delay the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or by the Other Securities Purchase Agreements or materially adversely affect or materially delay the consummation of the transactions contemplated hereby or by the Other Securities Purchase Agreements.
Conduct of the Business. (a) From the date hereof through the Closing Date, the Company shall conduct the Business only in the ordinary course (including the payment of accounts payable and the collection of accounts receivable), consistent with past practices, and shall not enter into any material transactions without the prior written consent of Purchaser, and shall use its best efforts to preserve intact its business relationships with employees, clients, suppliers and other third parties. Without limiting the generality of the foregoing, from the date hereof until and including the Closing Date, without Purchaser’s prior written consent (which shall not be unreasonably withheld), the Company shall not:
Conduct of the Business. Prior to the earlier of the Closing Date and the termination of this Agreement pursuant to Section 5.1 (the “Pre-Closing Period”), the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to carry on its business in the ordinary course of business and use reasonable best efforts to maintain and preserve its and such Company Subsidiary’s business (including its organization, assets, properties, goodwill and insurance coverage) and preserve its business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it; provided, however, that nothing in this sentence shall limit or require any actions that the Board of Directors may, in good faith, determine to be inconsistent with their duties or the Company’s or the Company’s Subsidiary’s, as the case may be, obligations under applicable Law.
