Operation of Buyer Sample Clauses

Operation of Buyer. Except as specifically provided in this Agreement, between the date of this Agreement and the Closing Date, Buyer shall: maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; conduct its business in the ordinary course consistent with past practices, or as required by this Agreement; pay all taxes when due and file all Buyer Tax Returns on or before the due date therefore except to the extent disputed in good faith; make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); withhold all taxes required to be withheld and remitted by or on behalf of Buyer in connection with amounts paid or owing to any Buyer personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Exchange Act, on a timely basis so as to maintain Buyer's status as a reporting Buyer in good standing under the Exchange Act; and comply with the listing requirements of, and take all steps reasonably necessary to maintain Buyer's listing on, the OTC Bulletin Board. Without the prior written consent of the Seller and except as contemplated by this Agreement, between the date of this Agreement and the Closing Date (or termination of this Agreement), Buyer shall not: enter into any material contract or commitment, or amend or otherwise modify or waive any of the terms of any of its material contracts, other than in the ordinary course of business consistent with past practice, or violate or terminate any such material contracts; transfer, assign or license to any person or entity any rights to its intellectual property other than in the ordinary course of business consistent with past practice; Exhibit No. 11.3 enter into or amend any agreements pursuant to which any other party is granted exclusive marketing or other exclusive rights of any type or scope with respect to any of its products or intellectual property; e...
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Operation of Buyer. Following the Closing, Xxxxx Xxxxxxx will use ------------------ reasonable efforts to operate the Buyer in a manner consistent with the Transition Plan. Xxxxx Xxxxxxx will be provided operational control of Buyer during the period beginning on the Closing Date and ending on June 30, 2002, subject, however, to Parent's oversight with respect to financial and operational controls. Such operational control and oversight shall be exercised through the mechanism of the monthly Executive Committee meetings, as described below, in which Xxxxx Xxxxxxx shall have the right to participate. Notwithstanding any other provisions of this Agreement, Xxxxx Xxxxxxx shall not terminate any employee listed on Exhibit 1 of the Transition Plan for reasons other than cause, without the prior written consent of Parent, which consent shall not be unreasonably withheld. Until June 30, 2002, Parent agrees, except for charges for direct expenses actually incurred by Buyer, and those costs borne by Parent that directly relate to the operation of Buyer and which have been approved by the affirmative vote of Xxxxx Xxxxxxx through the Executive Committee process, not to charge Buyer for any additional corporate overhead costs. Parent also agrees not to add any business to or incur any costs in Buyer during this period without the consent of Xxxxx Xxxxxxx, which consent will not be unreasonably withheld. Parent further agrees that, during this period, Buyer will be permitted to employ, at a minimum, a staff equivalent in job title and annual compensation to that set forth on Schedule 1.10, unless ------------- Xxxxx Xxxxxxx and Parent mutually agree in good faith, to reduce or increase the number of employees in a manner consistent with the needs of the business. Notwithstanding the foregoing, it is understood that if any employee listed on Schedule 1.10 is replaced by a newly hired employee, such newly hired employee ------------- will be compensated on no more favorable terms than Parent's current policies for persons of like position without Parent's consent unless the compensation is no higher than that which was paid to the replaced employee. In considering the reasonableness of withholding consent in any of such situations, the parties acknowledge that the purchase price for the Subject Assets, including the Contingent Payment set forth on Exhibit A, is based upon EBIT (as defined in --------- Exhibit A), and Xxxxx Xxxxxxx' reasonable belief of the significance of the impact of an...
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Operation of Buyer. 4.5. Sufficient Resources.
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Operation of Buyer. Buyer is a direct or indirect wholly-owned subsidiary of RB, and was formed solely for the purpose of consummating the Contemplated Transactions.
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Operation of Buyer. Schleck shall serve as President of Buyer and shall report to the President of Parent. From the Closing Date up and through December 31, 2013, the Core Business shall be operated by Buyer through its board of directors (the “Board”) appointed by Parent. No Selling Member (or any representative of any Selling Member) employed by Buyer, including Schleck in his capacity as President of Buyer, shall have the power or authority to authorize any of the following actions, and such actions shall require the affirmative authorization of Parent or the Chief Executive Officer of Buyer; provided, that, any determination regarding approval or authority of any action shall reside with Parent, in its sole discretion.
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Operation of Buyer. Until Closing, Buyer shall operate its business in the normal course of business subject to the same restrictions on Sellers as referenced in paragraph 6.
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Operation of Buyer. From and after the Closing, and for a reasonable period in Parent’s discretion, Parent will capitalize Buyer with $15,000 in cash per month to fund the operations of Buyer under the direction of Xx. Xxxxxx in accordance with the terms of his Employment Agreement (as defined in Section 4.3(c) below).
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Operation of Buyer. From the Closing Date until 120 days after the Closing Date, Buyer shall not terminate the employment of any of the twenty (20) individuals whose name is set forth on Part 9.12 (the "COVERED EMPLOYEES"), except for just cause. If Buyer terminates the employment of an aggregate of four (4) or more of the Covered Employees without just cause on or before the first anniversary of the Closing Date (the termination of the fourth Covered Employee and any additional termination of a Covered Employee thereafter being a "TERMINATION EVENT"), the Earn Out Amount shall be adjusted with respect to each Termination Event by reducing each dollar threshold within the definition of "EARN OUT AMOUNT" by an amount equal to the product of (x) the subject dollar threshold, multiplied by (y) the Covered Employee Percentage, multiplied by (z) the Remaining Term Percentage.
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Related to Operation of Buyer

  • Organization of Buyer Buyer is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware.

  • Capitalization of Buyer (i) As of March 31, 2012, the authorized capital stock of Buyer consisted of 50,000,000 common shares, $2.0833 par value per share, of which 26,627,689 common shares were issued and outstanding and 6,159 common shares were held in treasury by Buyer, and 1,000,000 preferred shares, no par value per share, of which no shares were outstanding. The outstanding Buyer Shares have been duly authorized and are validly issued, fully paid and non-assessable, and were not issued in violation of the preemptive rights of any person. As of March 31, 2012, 406,443 Buyer Shares were reserved for issuance upon the exercise of outstanding stock options granted under Buyer’s stock option plans (the “Buyer Stock Option Plans”) and 806,437 Buyer Shares were available for future grants of stock options under the Buyer Stock Option Plans. As of the date of this Agreement, except for the Buyer Shares issuable pursuant to this Agreement and as disclosed in Section 4.01(c) of the Buyer Disclosure Schedule, Buyer has no other commitment or obligation to issue, deliver or sell, or cause to be issued, delivered or sold, any Buyer Shares. There are no bonds, debentures, notes or other indebtedness of Buyer, and no securities or other instruments or obligations of Buyer the value of which is in any way based upon or derived from any capital or voting stock of Buyer, having the right to vote (or convertible into, or exchangeable for, securities having the right to vote) on any matters on which stockholders of Buyer may vote. WesBanco, Inc. Capital Trust II, WesBanco, Inc. Capital Statutory Trust III, WesBanco, Inc. Capital Trust IV, WesBanco, Inc. Capital Trust V and WesBanco, Inc. Capital Trust VI and Oak Hill Capital Trusts 2, 3 and 4 are all wholly-owned trust subsidiaries of Buyer formed for the purpose of issuing “trust preferred securities.” The proceeds from the sale of the securities and the issuance of common stock by the trusts were invested in Junior Subordinated Deferrable Interest Debentures (the “Junior Subordinated Debt”) issued by Buyer and the formerly acquired Oak Hill Financial, Inc., which are the sole assets of the trusts. The Junior Subordinated Debt (i) is not convertible into Buyer Shares, (ii) carries no voting rights with respect to any Buyer Shares, and (iii) contains no dividend limitation provisions upon Buyer Shares except in the event of default in the payments due therein. Except as set forth above, as of the date of this Agreement, there are no material contracts, agreements, commitments or arrangements of any kind to which Buyer is a party or by which Buyer is bound (collectively, “Buyer Contracts”) obligating Buyer to issue, deliver or sell, or cause to be issued, delivered or sold, additional shares of capital stock of, or other equity or voting interests in, or securities convertible into, or exchangeable or exercisable for, shares of capital stock of, or other equity or voting interests in, Buyer. As of the date of this Agreement, there are no outstanding material contractual obligations of Buyer to repurchase, redeem or otherwise acquire any shares of capital stock of, or other equity or voting interests in, Buyer.

  • Status of Buyer Buyer is an “accredited investor" within the meaning of Rule 501 promulgated under the Securities Act.

  • Indemnification of Buyer Without in any way limiting or diminishing the warranties, representations or agreements herein contained or the rights or remedies available to Buyer for a breach hereof, Seller hereby agrees to indemnify, defend and hold harmless Buyer and its respective designees, successors and assigns from and against all losses, judgments, liabilities, claims, damages or expenses (including reasonable attorneys’ fees) of every kind, nature and description in existence before, on or after Closing, whether known or unknown, absolute or continent, joint or several, arising out of or relating to:

  • Conditions to Obligation of Buyer The obligation of Buyer to consummate the Closing is subject to the satisfaction of the following further conditions:

  • Authority of Buyer Buyer has full corporate power and authority to enter into this Agreement and the Ancillary Documents to which Buyer is a party, to carry out its obligations hereunder and thereunder and to consummate the transactions contemplated hereby and thereby. The execution and delivery by Buyer of this Agreement and any Ancillary Document to which Buyer is a party, the performance by Buyer of its obligations hereunder and thereunder and the consummation by Buyer of the transactions contemplated hereby and thereby have been duly authorized by all requisite corporate action on the part of Buyer. This Agreement has been duly executed and delivered by Buyer, and (assuming due authorization, execution and delivery by Seller) this Agreement constitutes a legal, valid and binding obligation of Buyer enforceable against Buyer in accordance with its terms. When each Ancillary Document to which Buyer is or will be a party has been duly executed and delivered by Buyer (assuming due authorization, execution and delivery by each other party thereto), such Ancillary Document will constitute a legal and binding obligation of Buyer enforceable against it in accordance with its terms.

  • Conditions Precedent to Obligation of Buyer Buyer's obligation to consummate the transactions contemplated by this Agreement is subject to the satisfaction, on or prior to the Closing Date, of each of the following conditions, unless otherwise waived by Buyer in writing:

  • Seller’s Indemnification of Buyer Seller assumes all risk, liability, obligation and Losses in connection with, and shall defend, indemnify, and save and hold harmless Buyer, its officers, directors, employees and agents, from and against all Losses which arise directly or indirectly from or in connection with (i) the Retained Liabilities, (ii) any matter for which Seller has agreed to indemnify Buyer under this Agreement and (iii) any breach by Seller of any of Seller’s representations, warranties or covenants hereunder.

  • Organization of Purchaser The Purchaser is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware, with full corporate power and corporate authority to own, lease and operate its properties and to carry on its business in the manner in which such business is now being conducted, to own the Stock being acquired in the Acquisition pursuant to this Agreement and to enter into and perform its obligations under this Agreement.

  • Status of Purchaser The Purchaser is a corporation duly incorporated, validly existing and in good standing and has the power and capacity to enter into this Agreement and carry out its terms; and

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