Covenants Relating to Conduct of Business Sample Clauses
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Covenants Relating to Conduct of Business. (a) Except for matters set forth in Schedule 4.01 or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, each Parent Party shall cause its respective Existing Business to be conducted in the usual, regular and ordinary course in substantially the same manner as previously conducted (including with respect to advertising, promotions, capital expenditures and inventory levels) and use all reasonable efforts to keep intact the respective businesses of such Parent Party's Existing Business, keep available the services of their current employees and preserve their relationships with customers, suppliers, licensors, licensees, distributors and others with whom they deal to the end that their respective businesses shall be unimpaired at the Closing. Each Parent Party shall not, and shall not permit any of its Affiliates to, take any action that would, or that could reasonably be expected to, result in any of the conditions set forth in Article V not being satisfied. In addition (and without limiting the generality of the foregoing), except as set forth in Schedule 4.01 or otherwise expressly permitted or required by the terms of this Agreement, each Parent Party shall not, and shall not permit any of its Affiliates to, do any of the following in connection with its Existing Business without the prior written consent of the other Parent Party:
(i) with respect to any of its Contributed Subsidiaries, amend its Organizational Documents, except as is necessary to consummate the Transactions;
(ii) other than sweeping cash in the ordinary course of business consistent with past practice, make any declaration or payment of any dividend or any other distribution in respect of its equity interest in any Contributed Subsidiary;
(iii) with respect to any of its Contributed Subsidiaries, redeem or otherwise acquire any shares of its capital stock or issue any capital stock (except upon the exercise of outstanding options) or any option, warrant or right relating thereto or any securities convertible into or exchangeable for any shares of such capital stock;
(iv) incur or assume any indebtedness for borrowed money or guarantee any such indebtedness in connection with its Existing Business;
(v) permit, allow or suffer any Contributed Assets to become subjected to any Lien of any nature whatsoever, except Permitted Liens;
(vi) cancel any material indebtedness (individually or in the aggregate) or waive any claims or rights of subst...
Covenants Relating to Conduct of Business. 5.1 Conduct of Business. From the date hereof until the earlier of (a) the termination of this Agreement in accordance with Section 8.1 and (b) the Payment Date, except as provided in Section 5.1 of the Company Disclosure Schedule, or as expressly permitted by this Agreement, or as agreed in writing by Parent, the Company shall, and shall cause each of its Subsidiaries to, carry on its business in the ordinary course consistent with past practice, to use their respective reasonable best efforts to preserve intact the business organization of the Company and its Subsidiaries, to keep available the services of their respective present officers and key employees and to preserve the goodwill of those having business relationships with the Company and its Subsidiaries. Without limiting the generality of the foregoing, from the date hereof until the earlier of (a) the termination of this Agreement in accordance with Section 8.1 and (b) the Payment Date, except as provided in Section 5.1 of the Company Disclosure Schedule or as contemplated by this Agreement or as required by Law, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent:
(a) (i) declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property) in respect of, any of its capital stock, other than dividends or distributions by a direct or indirect wholly owned Subsidiary of the Company to its parent in the ordinary course of business consistent with past practice or (ii) split, combine or reclassify 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;
(b) issue, deliver, sell, grant, pledge or otherwise encumber any shares of its capital stock, any other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible securities, or any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock based performance units other than shares issued pursuant to settlement of stock-based awards (including but not limited to stock appreciation rights or performance shares), in each case outstanding as of the date hereof;
(c) amend the Company Governing Documents or the comparable charter or organizational documents of any of its Subsidiaries;
(d) acquire in any manner any assets of any Third Party, ex...
Covenants Relating to Conduct of Business. During the period from the date of this Agreement and continuing until the Closing Date, the Shareholders and the Corporation, jointly and severally, covenant and agree that (except as expressly contemplated or permitted by this Agreement, or to the extent that the Company shall otherwise consent in writing):
Covenants Relating to Conduct of Business. 48 6.1 Conduct of Business Prior to the Effective Time 48
Covenants Relating to Conduct of Business. 24 Section 4.01. Conduct Of Business.........................................................24 Section 4.02. No Solicitation.............................................................28
Covenants Relating to Conduct of Business. SECTION 6.1 Conduct of Business by the Company Pending the Merger......................................... 24 SECTION 6.2
Covenants Relating to Conduct of Business. PENDING THE MERGER
Covenants Relating to Conduct of Business. (a) Except as (i) expressly set forth in Section 5.01 of the Seller Disclosure Letter, (ii) required by applicable Law, Judgment or any Governmental Entity, (iii) consented to in writing in advance by Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), or (iv) otherwise expressly permitted or required by the terms of this Agreement or expressly required to consummate the Pre-Closing Actions in accordance with Section 5.24, from the date of this Agreement to the applicable Closing, Seller shall, and shall cause the Seller Group Members to (A) use commercially reasonable efforts to conduct the Business in the ordinary course in substantially the same manner as previously conducted, (B) use commercially reasonable efforts to make capital expenditures with respect to the Business or any Group Company in accordance with the Capital Expenditure Budget (other than deviations in the ordinary course of business consistent with past practice), (C) use commercially reasonable efforts to preserve substantially intact the business organizations, operations, and goodwill of the Business and preserve the Business and the Group Companies’ rights, franchises, and goodwill and maintain in all material respects the relationships with employees, customers, lenders, suppliers, insurers, Governmental Entities and all other key Persons with whom the Group Companies do business, and (D) comply with applicable Law. In addition, except as (1) set forth in Section 5.01 of the Seller Disclosure Letter, (2) required by applicable Law, Judgment or any Governmental Entity, or (3) otherwise expressly permitted or required by the terms of this Agreement or expressly required to consummate the Pre-Closing Actions in accordance with Section 5.24, from the date of this Agreement to the applicable Closing, Seller shall not, and shall cause each applicable Seller Group Member not to, do any of the following with respect to the Business or any Group Company, as applicable, without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed with respect to Sections 5.01(a)(iii), (v), (vi), (vii), (xii), (xiii), (xiv), (xviii), (xx), (xxiv), and (xxvi) (solely to the extent relating to the foregoing sections) below):
(i) amend the Organizational Documents of a Group Company;
(ii) split, combine, reverse split, subdivide, redeem, purchase or reclassify any shares of capital stock or other Equity Interests (or otherwise ...
Covenants Relating to Conduct of Business. Conduct of Businesses Prior to the Effective Time 49 5.2 Forbearances 49
Covenants Relating to Conduct of Business. Section 4.1 Conduct of Business Pending the Merger.