Common use of Conduct of Business in Ordinary Course Clause in Contracts

Conduct of Business in Ordinary Course. INT'▇.▇▇▇ will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'▇.▇▇▇ will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'▇.▇▇▇. The foregoing notwithstanding, INT'▇.▇▇▇ will not: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000; (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'▇.▇▇▇; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'▇.▇▇▇; (d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'▇.▇▇▇; (e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'▇.▇▇▇ in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'▇.▇▇▇'s business PROVIDED THAT INT'▇.▇▇▇ consults with Parent prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto; (f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'▇.▇▇▇'s products or services in a manner adverse to INT'▇.▇▇▇; (g) accelerate the vesting or otherwise modify any INT'▇.▇▇▇ Option, restricted stock or other outstanding rights or other securities other than any acceleration or modification that results from the execution and performance of this Agreement or any of the transactions contemplated hereby; (h) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; or (i) agree in writing or otherwise to take any of the foregoing actions.

Conduct of Business in Ordinary Course. INT'▇.▇▇▇ Seller will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable its best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees employees, except as provided herein, and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'▇.▇▇▇ Seller will confer on a regular and frequent basis with representatives of Parent Bridgeline to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'▇.▇▇▇Seller. The foregoing notwithstanding, INT'▇.▇▇▇ Seller will not, without the prior consent of Bridgeline: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000); (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'▇.▇▇▇; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing other rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'▇.▇▇▇Seller; (dc) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'▇.▇▇▇Seller; (ed) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'▇.▇▇▇ Seller in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'▇.▇▇▇Seller's business PROVIDED THAT INT'▇.▇▇▇ consults with Parent prior to filing such suitbusiness, or (iii) for a breach of this Agreement or any agreement related hereto; (fe) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'▇.▇▇▇Seller's products or services in a manner adverse to INT'▇.▇▇▇Seller; (g) accelerate the vesting or otherwise modify any INT'▇.▇▇▇ Option, restricted stock or other outstanding rights or other securities other than any acceleration or modification that results from the execution and performance of this Agreement or any of the transactions contemplated hereby; (hf) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; (g) take any action that would or would reasonably be expected to prevent, impair or materially delay the ability of Bridgeline or Seller to consummate the transactions contemplated by this Agreement; or (ih) agree in writing or otherwise to take any of the foregoing actions.

Conduct of Business in Ordinary Course. INT'▇.▇▇▇ Except as approved in -------------------------------------- writing by Cambridge, Excell will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'▇.▇▇▇ Excell will confer on a regular and frequent basis with representatives of Parent Cambridge to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'▇.▇▇▇Excell. The foregoing notwithstanding, INT'▇.▇▇▇ Excell will not, except as approved in writing by Cambridge: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,00025,000; (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'▇.▇▇▇Excell, except pursuant to the Excell Phantom Stock Plan, as approved by Cambridge; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'▇.▇▇▇Excell; (d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'▇.▇▇▇Excell; (e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'▇.▇▇▇ Excell in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'▇.▇▇▇Excell's business PROVIDED THAT INT'▇.▇▇▇ provided that Excell consults with Parent Cambridge prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto; (f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'▇.▇▇▇Excell's products or services in a manner adverse to INT'▇.▇▇▇Excell; (g) accelerate the vesting or otherwise modify any INT'▇.▇▇▇ Excell Option, restricted stock stock, or other outstanding rights or other securities securities, other than any acceleration or modification that results from changes to the execution and performance of this Agreement or any of the transactions contemplated herebyExcell Phantom Stock Plan, as approved by Cambridge; (h) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; or (i) agree in writing or otherwise to take any of the foregoing actions.

Conduct of Business in Ordinary Course. INT'▇.▇▇▇ Xyz will carry on its business the Business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its the present business organizationorganization of the Business, keep available the services of its the present officers, consultants and employees of the Business and preserve its relationships with customers, suppliers and distributors and others having business dealings with itit in connection with the Business. INT'▇.▇▇▇ Xyz will confer on a regular and frequent basis with representatives of Parent the Buyer to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'▇.▇▇▇Business. The foregoing notwithstanding, INT'▇.▇▇▇ Xyz will notnot do any of the following with respect to the Business or which may affect the Business: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000[●]; (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'▇.▇▇▇the Business; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'▇.▇▇▇Xyz; (d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'▇.▇▇▇the Business; (e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'▇.▇▇▇ Xyz in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'▇.▇▇▇'s business PROVIDED THAT INT'▇.▇▇▇ the Business provided that Xyz consults with Parent the Buyer prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto; (f) make or change any material Tax election, file an amended Tax Return, enter into any closing agreement, compromise or file an appeal with respect to any Tax claim or assessment, or consent to any extension or waiver of the limitation period applicable to any Tax claim or assessment; (g) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'▇.▇▇▇'s products or services of the Business in a manner adverse to INT'▇.▇▇▇the Business; (gh) accelerate the vesting or otherwise modify any INT'▇.▇▇▇ Xyz Option, restricted stock or other outstanding rights or other securities other than any acceleration or modification that results from the execution and performance of this Agreement or any of the transactions contemplated herebysecurities; (hi) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; or (ij) agree in writing or otherwise to take any of the foregoing actions.