Conduct of the Business Pending Closing Sample Clauses
Conduct of the Business Pending Closing. From and after the date hereof until the Closing Date, except as set forth in the disclosure schedules hereto or unless Buyer shall otherwise consent in writing, the Company and each its Subsidiaries shall: (a) carry on its business in the ordinary course in substantially the same manner in which it previously has been conducted and, to the extent consistent with such business, use its reasonable best efforts to preserve intact its present business organization, to keep available in all material respects the services of its present officers and employees, and to preserve for its business the good will of the customers, suppliers and others having business relations with it, (b) not amend its Certificate of Incorporation or Bylaws, or other organizational documents, (c) not adopt a plan of liquidation or dissolution, and not merge or consolidate with, or purchase substantially all or a material portion of the assets of, or otherwise acquire any business of any person, (d) not take any action described in Section 5.2(a)-(g), nor otherwise take any action or omit to take any actions which action or omission would result in a breach or inaccuracy of any of their representations and warranties contained herein in any material respect at, or as of any time prior to the Closing, (e) maintain its books of account and records in its usual, regular and ordinary manner, consistent with its past practice, (f) not take any action or omit to take any action which will result in a violation of any applicable law or cause a breach of any agreements, contracts or commitments by it (including, without limitation, the Contracts), except for violations or breaches which, individually or in the aggregate, would not have a Material Adverse Effect, (g) not issue, redeem, repurchase, split or reclassify any capital stock or other equity securities or issue, become a party to, redeem or repurchase any subscriptions, warrants, rights, options, convertible securities or other agreements or commitments of any character relating to its issued or unissued capital stock, or its other equity securities, if any, or grant any stock appreciation, phantom stock or similar rights, (h) not agree or commit to do any of the foregoing referred to in clauses (a) - (g), and (j) promptly advise Buyer of any fact, condition, occurrence or change known to the Investors or the Company that would cause of breach of this Section 7.2 or would have a Material Adverse Effect.
Conduct of the Business Pending Closing. Between the date hereof and the Closing hereunder IDT will, and Shareholders will cause IDT to:
(a) Not take or suffer or permit any action which would render untrue any of the representations or warranties of Shareholders and IDT herein contained, and not omit to take any action, the omission of which would render untrue any such representation or warranty;
(b) Conduct the Business in a good and diligent manner in the ordinary and usual course;
(c) Not enter into any contract, agreement, commitment or arrangement relating to the Business with any party that would obligate IDT in an amount greater than, in the aggregate, Fifty Thousand Dollars ($50,000), other than contracts for the sale of merchandise and contracts for the purchase of materials and supplies in the ordinary and usual course of business, and not amend, modify or terminate any Contracts without the prior written consent of Axiom;
(d) Use its best efforts to preserve IDT's organization intact as it relates to the Business, except as may be required to comply with the terms hereof, to keep available the services of its employees and sales representatives, and to preserve its relationships with customers, suppliers and others with whom it deals;
(e) Not reveal, orally or in writing, to any party, other than Axiom and Axiom's authorized agents, any of the business procedures and practices followed by IDT in the conduct of the Business, or any technology used in the processing, evaluation or manufacture of any of the products of the Business;
(f) Maintain in full force and effect all of the insurance policies listed on Schedule 5.8 and make no change in any insurance coverage without the prior written consent of Axiom;
(g) Keep the premises occupied by IDT and all of IDT's equipment and other tangible personal property in good order and repair and perform all necessary repairs and maintenance in accordance with past practices, normal wear and tear excepted;
(h) Continue to maintain all of IDT's usual business books and records in accordance with its past practices and not change its method of accounting;
(i) Not issue any capital stock or any option, warrant or right relating thereto (except for the options to purchase shares of the IDT Common Stock, as referenced in Section 3.1);
(j) Not waive any right or cancel any claim relating to the Business other than in the ordinary course of business;
(k) Maintain IDT's corporate existence and not merge or consolidate with any other entity; and
(l) Exce...
Conduct of the Business Pending Closing. From and after the date hereof until the Closing, except (x) as required by applicable law, (y) as otherwise expressly contemplated by this Agreement, or (z) with the prior written consent of Purchaser: the Company shall, and Seller shall cause the Company to, conduct the Business only in the ordinary and usual course consistent with past practices; the Company shall, and Seller shall cause the Company to, use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Company and its Subsidiaries, and (B) preserve the present relationships with customers, suppliers, licensors and licensees of the Company and its Subsidiaries; and the Company shall not, and Seller shall not permit the Company to: pay, discharge or satisfy any claims, liabilities or obligations (absolute, accrued, contingent or otherwise), other than the payment, discharge or satisfaction in the ordinary and usual course of business and consistent with past practice of liabilities and obligations incurred in the ordinary and usual course of business and consistent with past practice; borrow any amount or incur or become subject to any other liabilities (absolute or contingent), other than trade payables in the ordinary course of business; declare or made any payment or distribution of cash or other property to Seller or purchase or redeem, or make any agreements to purchase or redeem, any of its equity securities; issue, deliver, sell, pledge or encumber, or authorize, propose or agree to the issuance, delivery, sale, pledge or encumbrance of, any shares of capital stock or bonds or any other security (or any right to acquire such capital stock or other security, including options) of the Company or any of its Subsidiaries, or any right, options or warrants with respect thereto; effect any recapitalization, reclassification or like change in the capitalization of the Company or any of its Subsidiaries, or declare or pay dividends on, or make other distributions in respect of, any of its capital stock, or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, or modify or amend, any shares of capital stock of the Company or any of its Subsidiaries or any other securities thereof or any rights, warrants or options to acquire any such shares or other securities; cancel any debts owing to the Company or waive any claims ...
Conduct of the Business Pending Closing. During the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing, except to the extent expressly contemplated by this Agreement or as consented to in writing by Purchaser, the Company shall not take any action or omission which, if occurring immediately prior to the date of this Agreement, would have rendered Section 4.7 untrue.
Conduct of the Business Pending Closing. Subject to any obligations as a debtor or debtor-in-possession under the Bankruptcy Code, from the date hereof until the Closing Date, Sellers shall use commercially reasonable efforts to conduct the Business in the ordinary course of business. Except as otherwise contemplated under this Agreement or as required by applicable Legal Requirements, from the date hereof until the Closing Date, without the prior written consent of Buyers:
(a) Sellers shall not acquire a material amount of assets of any other Person;
(b) Sellers shall not enter into any contract or agreement which will be an Assumed Contract with a term greater than one year or providing for payments by Buyers after the Closing in the aggregate of greater than $100,000;
(c) Sellers shall not sell, lease, license, or otherwise surrender, relinquish, encumber, or dispose of the Transferred Assets other than dispositions of current assets (as defined under GAAP) or used or obsolete equipment in the ordinary course of business; provided such used or obsolete equipment is replaced with reasonable items of replacement equipment prior to the closing to the extent that such used or obsolete equipment is necessary for the conduct of the Business by Sellers as currently conducted; and provided further that Sellers may continue negotiating with the New Mexico State Engineer's Office regarding title to the Water Rights relating to the Pecos River, but shall not enter into any agreement or letter of intent for the sale, lease, transfer, deposit in any "water bank" or other disposition of any Water Rights;
(d) Sellers shall not change any method of accounting or accounting practice used by them, except for any change required by GAAP;
(e) Sellers shall use their commercially reasonable efforts to preserve their relationships with third parties and keep available the services currently provided to Sellers (excluding the impact of Sellers' rejection or potential rejection of any contracts or Sellers' good faith business judgment to terminate any contract with any vendor);
(f) Sellers shall not obtain any rulings or make any elections with respect to Taxes, or enter into any agreements with any Taxing Authority, to the extent any such elections or agreements have or could reasonably be expected to have any affect on the Transferred Assets after the Closing;
(g) Sellers shall not establish or increase the benefits under, or promise to establish, modify or increase the benefits under, any employee benefit plan (as...
Conduct of the Business Pending Closing. From the date hereof through the Closing Date:
Conduct of the Business Pending Closing. Seller covenants and agrees --------------------------------------- that, prior to the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the provisions hereof, except as otherwise agreed to in writing by Purchaser, or otherwise expressly contemplated by this Agreement, Seller will cause the Business to be conducted in the ordinary ASSET PURCHASE AGREEMENT - Page 7 ------------------------ course of business and consistent in the ordinary course of business and consistent with past practice.
Conduct of the Business Pending Closing. During the period from the date hereof until the Closing, except as consented to in writing by Purchaser, the Company shall (i) not declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or property or any combination thereof) in respect of its capital stock, (ii) not make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such, except pursuant to repurchases of equity pursuant to the terms of its equity compensation plans, or (iii) not amend its Governing Documents in a manner that would adversely affect Purchaser, effect any split, combination, reclassification or similar action with respect to its capital stock or adopt or carry out any plan of complete or partial liquidation or dissolution.
Conduct of the Business Pending Closing. From the date hereof through the Closing Date:
(a) Ordinary Course of Business. Fireline shall use all reasonable efforts to preserve the business organization of the Business intact, to keep available to the Business the services of all current employees and to preserve for Purchaser the goodwill of the suppliers, customers, employees and others having business relations with the Business;
Conduct of the Business Pending Closing. During the period from the date hereof until the Closing, except as consented to in writing by the Investor, the Company shall not (i) declare, set aside or pay any dividend or make any other distribution or payment (whether in cash, stock or property or any combination thereof) in respect of its capital stock or (ii) make any other actual, constructive or deemed distribution in respect of any shares of its capital stock or otherwise make any payments to stockholders in their capacity as such, except pursuant to repurchases of equity pursuant to the terms of its equity compensation plans.