Common use of Conduct of Business of the Clause in Contracts

Conduct of Business of the. Parties Prior to the Closing Date. From the date of this Agreement until the Closing Date, except to the extent (a) expressly contemplated or permitted by this Agreement, (b) required by applicable Law or the regulations of any Governmental Authority applicable to a Party, or (c) otherwise consented to by an instrument in writing signed by an authorized representative of the other Parties (which consent shall not be unreasonably conditioned, delayed or withheld), the Parties shall conduct their business in the ordinary course in substantially the same manner heretofore conducted, use their commercially reasonable efforts to preserve substantially intact such Party’s existence and shall not: (a) adopt or propose any change to its Organizational Documents; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of options, warrants, convertible or exchangeable securities, commitments, subscriptions, rights to purchase or otherwise) any membership interests, capital stock or other equity securities (c) merge or consolidate with any other Person or acquire any capital stock, membership interest, partnership interest, joint venture interest or other equity or other interest in any other Person or purchase any of assets of any other Person or effect any business combination, share exchange, recapitalization, reorganization or similar transaction; (d) sell, lease or dispose of or make any Contract for the sale, lease or disposition of, or make subject to any Encumbrance, any of its properties or assets, in each case other than in the ordinary course of business; (e) enter into any transaction with, make any payments to or on behalf of, or transfer assets to, or assume, indemnify or incur liabilities for the benefit of, any officer, director, Member or any of their Related Persons or affiliates, except, in each case, for (i) advancements, or obligations to reimburse, expenses or travel allowances and similar items in the ordinary course of business consistent with past practice, (ii) remuneration for services rendered in the ordinary course of business consistent with past practice as an employee, manager or officer, and (iii) in the case of the Company, cash distributions made with respect to the payment by any such Person of Taxes with respect to taxable income of the Company allocated to such Person; (f) waive, release or discount any amount or obligation owed to the Party by any Member or any of their Related Persons, or by any officer, director or shareholder or any of their Affiliates; (g) (A) grant any salary increase to, or increase the draw or salary of, any employee, except: (1) in the ordinary course of business, or (2) in accordance with the existing terms of Contracts entered into prior to the date of this Agreement, (B) enter into any new, or amend or alter any existing, employment or consulting agreement, or (C) hire, terminate (other than for cause), promote or change the classification or status of any employee in each case other than in the ordinary course of business or as required by applicable Law; (h) incur any material Indebtedness, whether or not in the ordinary course of business, or issue any commercial paper; (i) enter into any material Contract in which any Related Person or Affiliate has any beneficial interest, in each case other than in the ordinary course of business; (j) redeem, purchase or otherwise acquire, directly or indirectly, any membership interests or equity securities or any option, warrant or other right to purchase or acquire any membership interests or equity securities, or declare, accrue, set aside or pay any dividend or other distribution (whether in cash, equity securities or other property) with respect to such membership interests or equity securities; (k) pay or apply any assets to the direct or indirect payment, discharge, satisfaction or reduction of any amount, directly or indirectly, to or for the benefit of a Related Person or Affiliate; (l) change any of its methods of accounting or accounting practices, except as may be required by GAAP or applicable Law; (m) loan or advance any money or other property to any current or former Member, director, manager, officer or employee, other than as required by Law; or (n) agree or commit to do any of the foregoing. Nothing in this Agreement shall give a Party, directly or indirectly, rights to control or direct another Party’s operations prior to the Closing. Prior to the Closing, each Party shall exercise, consistent with the terms of this Agreement, complete control and supervision of their respective operations.