Common use of Carry on in Ordinary Course Clause in Contracts

Carry on in Ordinary Course. Except with Buyer's prior written consent, each Company shall, and the Sellers shall cause each Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (a) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; (b) declare any dividends, nor make any distributions or payments to the Seller other than employment compensation and distributions to members; (c) redeem any Company units or stock or issue any Company Units or Stock or enter into any agreement that grants a right to acquire any of the equity of each Company; (d) increase the compensation of any employee of each Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of business; (e) loan or advance any amounts to any officer, director, Seller or employee of each Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (f) acquire or dispose of any assets, other than in the ordinary course of business; (g) encumber or commit to encumber any of its assets; (h) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Seller or each Company contained herein not to be true and correct in any material respect on and as of the Closing Date; or (i) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Purchase Agreement (Hammer Fiber Optics Holdings Corp)

Carry on in Ordinary Course. Except with Buyer's prior written consent, each Company SS&L shall, and the Sellers each Seller shall cause each Company SS&L to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (ai) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (bii) declare any dividends, nor make any distributions or payments to the Seller Sellers other than employment compensation and distributions to members; compensation, (ciii) redeem any Company units or stock shares of SS&L Stock or issue any Company Units or Stock capital stock or enter into any agreement that which grants a right to acquire any of the equity of each Company; SS&L's capital stock, (div) increase the compensation of any employee of each CompanySS&L, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of businessSS&L; (ev) loan or advance any amounts to any officer, director, Seller or employee of each Company SS&L or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (fvi) acquire or dispose of any assets, other than in the ordinary course of business; , and (gvii) encumber or commit to encumber any of its assets; , (hviii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Seller any Sellers or each Company SS&L contained herein not to be true and correct in any material respect on and as of the Closing Date; , or (iix) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Stock Purchase Agreement (Protocol Communications Inc)

Carry on in Ordinary Course. Except with Buyer's prior written consent, each Company shall, and the Sellers Seller shall cause each Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: not (a) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (bi) declare any dividends, nor make any distributions or payments to the Seller its stockholders other than employment compensation and distributions to members; compensation, (cii) redeem any Company units or shares of the capital stock of Seller or issue any Company Units or Stock capital stock or enter into any agreement that which grants a right to acquire any of the equity capital stock of each Company; Seller, (diii) increase the compensation of any employee of each Companythe Seller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of businessSeller; (eiv) loan or advance any amounts to any officer, director, Seller stockholder or employee of each Company the Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (fv) acquire or dispose of any assets, other than in the ordinary course of business; , and (gvi) encumber or commit to encumber any of its assets; , (hvii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Seller or each Company contained herein not to be true and correct in any material respect on and as of the Closing Date; , (viii) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith, or (iix) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Asset Purchase Agreement (Protocol Communications Inc)

Carry on in Ordinary Course. Except with Buyer's prior written consent, each Company the Seller shall, and the Sellers each Stockholder shall cause each Company the Seller to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (a) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (bi) declare any dividends, nor make any distributions or payments to the Seller Stockholders other than employment compensation and distributions to members; compensation, (cii) redeem any Company units or stock or issue any Company Units or Stock or enter into any agreement that grants a right to acquire any shares of the equity of each Company; Seller Stock, (diii) increase the compensation of any employee of each Companythe Seller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of businessSeller; (eiv) loan or advance any amounts to any officer, director, Seller stockholder or employee of each Company the Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (fv) acquire or dispose of any assets, other than in the ordinary course of business; , and (gvi) encumber or commit to encumber any of its assets; , (hvii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of any Stockholders or the Seller or each Company contained herein not to be true and correct in any material respect on and as of the Closing Date; , or (iviii) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Asset Purchase Agreement (Protocol Communications Inc)

Carry on in Ordinary Course. Except with Buyer's prior written consent, each Company SAIF shall, and the Sellers Seller shall cause each Company SAIF to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (ai) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (bii) declare any dividends, nor make any distributions or payments to the Seller other than employment compensation and distributions to members; compensation, (ciii) redeem any Company units or stock shares of SAIF Stock or issue any Company Units or Stock capital stock or enter into any agreement that which grants a right to acquire any of the equity of each Company; SAIF's capital stock and not material in amount, (div) increase the compensation of any employee of each CompanySAIF, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of businessSAIF; (ev) loan or advance any amounts to any officer, director, Seller stockholder or employee of each Company SAIF or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (fvi) acquire or dispose of any assets, other than in the ordinary course of business; business and not material in amount, and (gvii) encumber or commit to encumber any of its assets; , (hviii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of the Seller or each Company SAIF contained herein not to be true and correct in any material respect on and as of the Closing Date; , or (iix) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Stock Purchase Agreement (Protocol Communications Inc)

Carry on in Ordinary Course. Except with Buyer's prior written consent, each the Company shall, and the Sellers Seller shall cause each the Company to, carry on the Business diligently and substantially in the same manner as heretofore conducted, and shall not: (a) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; (b) declare any dividends, nor make any distributions or payments to the Seller other than employment compensation and pass-through distributions by the Company in respect of federal and state taxes on the income of the Company attributable to membersthe Seller; (c) redeem any capital stock of the Company units or stock or issue any Company Units or Stock capital stock or enter into any agreement that grants a right to acquire any of the equity capital stock of each the Company; (d) increase the compensation of any employee of each the Company, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of businessCompany; (e) loan or advance any amounts to any officer, director, the Seller or employee of each the Company or enter into any agreement with any of the foregoing or any person related to any of the foregoing; (f) acquire or dispose of any assets, other than in the ordinary course of business; (g) encumber or commit to encumber any of its assets; (h) take any action, or suffer any action to be taken, that could cause any of the representations or warranties of the Seller or each the Company contained herein not to be true and correct in any material respect on and as of the Closing Date; (i) repay (including by way of offset) any indebtedness except for regularly scheduled payments thereof in accordance therewith; or (ij) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Stock Purchase Agreement (Access Integrated Technologies Inc)

Carry on in Ordinary Course. Except with Buyer's prior written consent, each Company the Seller shall, and the Sellers each Stockholder shall cause each Company the Seller to, carry on the Business its business diligently and substantially in the same manner as heretofore conducted, and shall not: not (a) enter into or agree to enter into any extraordinary transaction, contract, lease or commitment; , (bi) declare any dividends, nor make any distributions or payments to the Seller Stockholders other than employment compensation and distributions to members; compensation, (cii) redeem any Company units or stock shares of the Seller Stock or issue any Company Units or Stock capital stock or enter into any agreement that which grants a right to acquire any of the equity of each Company; Seller Stock, (diii) increase the compensation of any employee of each Companythe Seller, other than ordinary year-end increases or enter into any severance agreement or employment agreement with any employee of each Company other than in the ordinary course of businessSeller; (eiv) loan or advance any amounts to any officer, director, Seller stockholder or employee of each Company the Seller or enter into any agreement with any of the foregoing or any person related to any of the foregoing; , (fv) acquire or dispose of any assets, other than in the ordinary course of business; , and (gvi) encumber or commit to encumber any of its assets; , (hvii) take any action, or suffer any action to be taken, that which could cause any of the representations or warranties of any Stockholders or the Seller or each Company contained herein not to be true and correct in any material respect on and as of the Closing Date; , (viii) repay (including by way of offset) any Funded Debt except for regularly scheduled payments thereof in accordance therewith, or (iix) enter into any agreement to take any of the foregoing actions.

Appears in 1 contract

Sources: Asset Purchase Agreement (Protocol Communications Inc)