Formation and Business of the Company Sample Clauses

Formation and Business of the Company. 5 Section 2.01 Formation................................................ 5 Section 2.02 Name..................................................... 5 Section 2.03 Principal Office......................................... 5 Section 2.04 Registered Agent and Registered Office................... 5 Section 2.05 Purpose.................................................. 5 Section 2.06 Separate Existence....................................... 7 Section 2.07 Limitation on Certain Activities......................... 9 Section 2.08 No State Law Partnership................................. 9 Section 2.09 Address of the Sole Member............................... 9 ARTICLE 3 TERM........................................................... 10 Section 3.01 Commencement............................................. 10 Section 3.02 Continuation............................................. 10
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Formation and Business of the Company. 8 Section 2.01. FORMATION........................................8 Section 2.02. NAME.............................................8 Section 2.03.
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Formation and Business of the Company. Section 2.01 Formation Section 2.02 Name Section 2.03 Principal Office Section 2.04 Registered Agent and Registered Office Section 2.05 Purpose Section 2.06 Separate Existence Section 2.07 Limitation on Certain Activities Section 2.08 No State Law Partnership Section 2.09 Address of the Sole Member Article 3 TERM Section 3.01 Commencement Section 3.02 Continuation
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Formation and Business of the Company. The parties to the original operating agreement have formed the Company pursuant to the California Limited Liability Company Act (the “Act”). The rights and liabilities of the Member shall be as provided in the Act, except as otherwise expressly provided herein. The Company is authorized to engage in any business and in any and all activities permitted under the Act.
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Formation and Business of the Company. Section 1.1 Company Name and Formation 1 Section 1.2 Name 1 Section 1.3 Purpose 1 Section 1.4 Term 1 Section 1.5 Place of Business 1 Section 1.6 Registered Office and Agency 1 Section 1.7 Authorized Representatives 1 Section 1.8 Tax Treatment 2 ARTICLE II DEFINITIONS Section 2.1 Definitions 2 ARTICLE III
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Formation and Business of the Company 
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Related to Formation and Business of the Company

  • Conduct of Business of the Company From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:

  • Operation of the Company’s Business (a) Except in each case (x) as specifically required by any other provision of this Agreement or specifically set forth in Part 5.2(a) of the Disclosure Schedule, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of Parent, during the Pre-Closing Period: (i) the Company shall conduct its business and operations (A) in the ordinary course and in accordance with past practices and (B) in compliance, in all material respects, with all applicable Legal Requirements and the requirements of all Company Contracts that constitute Material Contracts; (ii) the Company shall use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and other employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, licensors, licensees, distributors, resellers, employees and other Persons having business relationships with the Company; (iii) the Company shall keep in full force all insurance policies referred to in Section 3.19 (other than any such policies that are immediately replaced with substantially similar policies); and (iv) the Company shall promptly notify Parent of (A) any written notice or other communication of which the Company has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of the Company, threatened against, relating to, involving or otherwise affecting the Company that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions. Except in each case (x) as specifically required by any other provision of this Agreement, (y) as required by any applicable Legal Requirement, or (z) with the prior written consent of the Company, during the Pre-Closing Period, Parent shall promptly notify the Company of (A) any written notice or other communication of which Parent has Knowledge from any Person alleging that the Consent of such Person is or may be required in connection with any of the Contemplated Transactions, and (B) any Legal Proceeding commenced, or, to the Knowledge of Parent, threatened against, relating to, involving or otherwise affecting Parent or Acquisition Sub that relates to the consummation of the Offer or the Merger or any of the other Contemplated Transactions.

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