Common use of Conduct of Company Clause in Contracts

Conduct of Company. Except as otherwise provided in this Agreement or with the consent of the Optionholder, the Shareholder and the Company must ensure that from the date of execution of this Agreement until the earlier of Completion and the Expiry Date, the Company: (a) manages and conducts its affairs in the ordinary course of the business, in a manner comparable to that in which it was conducted for the 12 month period before the date of this Agreement and with all due care and in accordance with normal and prudent practice (having regard to the nature of the business and past practice and so as to comply with all applicable laws); (b) uses its reasonable endeavours to maintain the value of the Company; (c) does not, unless required or contemplated by this Agreement, or unless the Optionholder first consents in writing: (i) enter into any material contract or commitment or terminate or alter any term of any such contract or commitment (including the JV Letter Agreement); (ii) incur any Liabilities of $1,000 or more; (iii) dispose of, agree to dispose of, Encumber or grant an option over any of the Company's assets or any interest in those assets; (iv) engage any new employee, terminate the employment of any employee or alter the terms of employment (including the terms of superannuation or any other benefit) of any employee, or offer to do any of those things; (v) borrow money, increase the amount of existing borrowings or draw on any credit lines; (vi) issue, agree to issue or grant any option to issue any equity or loan securities or any security convertible into any such securities; (vii) issue any shares, or options to take up unissued shares, in the capital of the Company; (viii) declare or pay any dividend, effect a buy back of its shares or make any other distribution of its assets or profits; or (ix) alter or agree to alter its constituent documents.