Further Agreements of the Parties. 5.1 Conduct of Business prior to Closing. Between October 29, 1995 and the Closing, Sellers shall cause the Company to carry on its Business in the ordinary course, and consistent with prior practice. Without limiting the foregoing, except as contemplated by this Agreement, Sellers shall not cause or permit the Company to (and shall not cause or permit the Company to authorize or propose or enter into any contract, agreement, commitment or arrangement to do any of the following): (i) except as otherwise set forth on Schedule 5.1 hereto, split, combine or reclassify any capital stock or issue any other security in respect of, in lieu of or in substitution for shares of the Company's capital stock, or repurchase, redeem or otherwise acquire any shares of capital stock of the Company; (ii) issue, deliver, pledge, encumber, sell, or purchase any shares of the Company's capital stock or securities convertible into, or rights, warrants or options to acquire, any shares of capital stock or other convertible securities of the Company, other than the Shares; (iii) acquire or agree to acquire by merging or consolidating with, or by purchasing any material portion of the capital stock or assets of, or by any other manner, any business, corporation, partnership, association or other business organization, or any division thereof; (iv) amend the Articles of Organization or By-laws of the Company; (v) mortgage, pledge or subject to any mortgage, pledge, lien, charge or other encumbrance of any kind any of the Company's assets, other than pursuant to existing Liens or in the ordinary course of business; (vi) grant any increase in the compensation of any officers of the Company other than in the ordinary course of business and consistent with past practice; (vii) enter into any employment or compensation agreement with any officer or employee of the Company (other than in connection with the hiring of new employees (but not pursuant to written employment agreements) in the ordinary course of business) or terminate the employment of any officer or employee of the Company (other than in the ordinary course of business); (viii) modify, cancel or establish any Company Plan in regard to any of the current employees of the Company; (ix) cancel or compromise any claim or liability of the Business other than in the ordinary course of business; (x) make, pay or declare any dividends or make other distributions to Sellers in respect of their ownership of Shares except as otherwise agreed to herein and except that the Company may pay expenses of Sellers related to transactions contemplated hereby if all such payments are reimbursed to the Company at or prior to the Closing; (xi) acquire or commit to acquire any capital asset having a cost in excess of $100,000; (xii) take any actions, other than in the ordinary course of business, which would restrict the availability of, or these services performed by, the current employees of its Company; (xiii) sell all or substantially all the assets of the Company; or (xiv) terminate any insurance policy currently in effect that insures the Business unless it is replaced by similar insurance coverage.
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Further Agreements of the Parties. 5.1 Conduct of Business prior Prior to Closing. Between October 29.
(a) Except as provided in Section 5.1(b) or Section 5.14, 1995 and from the Effective Date through the Closing, Sellers the Shareholders shall cause the Company and each Purchased Subsidiary to carry on its Business business in the ordinary course, course and consistent with prior practice. Without limiting the foregoing, except as contemplated by this Agreement, the Shareholders shall cause the Company and each Purchased Subsidiary to:
(i) use all reasonable efforts to preserve intact its business and assets;
(ii) use all reasonable efforts to preserve its present relationships with suppliers, distributors and customers;
(iii) maintain its accounting policies and its books, accounts and records in the usual and ordinary manner;
(iv) maintain its assets in good repair and operating condition, ordinary wear and tear excepted;
(v) maintain its Insurance Policies as in effect on the date hereof; and
(vi) make no material change in the character of its business. Without limiting the foregoing, except as contemplated by this Agreement, the Sellers shall not cause or permit the Company or any Purchased Subsidiary to (and shall not cause do any of the following or permit the Company to authorize or propose or enter into any contract, agreement, commitment or arrangement to do any of the following)::
(i) except as otherwise set forth on Schedule 5.1 heretowith respect to the transactions contemplated by this Agreement, incur or become subject to, or agree to incur or become subject to, any liability (whether secured or unsecured, accrued, absolute, contingent or otherwise), except
(a) any such liabilities incurred in the ordinary course of its business, consistent with past practice, the outstanding amount of any of which shall not exceed, at any time, FF 1,000,000, and (b) loans to officers, directors or employees of the Company or any Purchased Subsidiary made in the ordinary course of business but not exceeding FF 20,000 at any time outstanding for any such Person;
(ii) except with respect to the transactions contemplated by this Agreement, enter into any commitment not terminable in less than thirty (30) days;
(iii) split, combine or reclassify any of its capital stock or issue any other security in respect of, in lieu of or in substitution for shares of the Company's capital stocktherefor, or repurchase, redeem or otherwise acquire any of its shares of capital stock of the Companystock;
(iiiv) issue, deliver, pledge, encumber, sell, sell or purchase any shares of the Company's its capital stock or securities convertible into, or rights, warrants or options to acquire, any shares of its capital stock or other convertible securities of the Company, other than the SharesCompany or any Purchased Subsidiary;
(iiiv) acquire or agree to acquire by merging or consolidating with, or by purchasing any material portion of the capital stock or assets of, or by any other manner, any business, corporation, partnership, association or other business organization, or any division thereof;
(ivvi) amend the Articles of Organization its Charter, statuts or Byby-laws of the Company;
(v) mortgage, pledge or subject to any mortgage, pledge, lien, charge or other encumbrance of any kind any of the Company's assets, other than pursuant to existing Liens or in the ordinary course of business;
(vi) grant any increase in the compensation of any officers of the Company other than in the ordinary course of business and consistent with past practicelaws;
(vii) change its accounting methods, principles or investment practices, actuarial practices, underwriting standards or retention policies, claims, payment and processing practices, policies regarding intercompany transactions or other policies or practices affecting its assets, liabilities or business;
(viii) amend, cancel, terminate (other than by its terms) or waive any provision of any Contract to which it is a party which required, requires or is anticipated to require payments in excess of FF 50,000, in the aggregate, in any twelve-month period;
(ix) grant a Lien;
(x) grant any general pay increases ▇▇ ▇▇▇ ▇▇▇▇▇yees, officers or directors or change the rate of compensation, commission, bonus or other remuneration payable to any of its employees, directors, officers, agents or shareholders;
(xi) enter into any employment employment, compensation or compensation other agreement with any officer of its officers, directors, shareholders, Affiliates, employees or employee of the Company agents (other than in connection with the hiring of new employees (but not pursuant to written employment agreements) in the ordinary course of businessbusiness at an annual compensation not in excess of FF 160,000 for any person) or terminate the employment of any officer of its officers or employee employees;
(xii) cancel or establish any Employee Plan or Company Benefit Plan, make any payments or distributions under any Employee Plan or Company Benefit Plan existing on the date hereof or modify any Employee Plan or Company Benefit Plan;
(xiii) cancel or compromise any of the Company (its claims or liabilities other than in the ordinary course of business);
(viii) modifybusiness or pay, cancel cancel, waive or establish discharge any Company Plan in regard to any of the current employees of the Company;
(ix) cancel or compromise any claim or liability of the Business Lien other than in the ordinary course of businessbusiness except as disclosed in Schedule 5.1(xiii);
(xxiv) make, pay pay, set aside or declare any dividends or make other distributions to Sellers any Person in respect of their ownership of Shares except as otherwise agreed to herein and except that any capital stock of the Company may pay expenses of Sellers related to transactions contemplated hereby if all such payments are reimbursed to the Company at or prior to the Closingany Purchased Subsidiary;
(xixv) acquire or commit to acquire any capital asset assets having a cost in excess of $100,000FF 100,000 in any instance or FF 500,000 in the aggregate for the Combined Group, except as disclosed in Schedule 5.1(xv);
(xiixvi) take any actions, other than except for the sale of inventory in the ordinary course of businessbusiness and the sale or disposition of obsolete or unutilized assets in accordance with existing written policy, which would restrict the availability ofsell, assign, transfer, convey, lease or these services performed by, the current employees otherwise dispose of any of its Companyassets or properties;
(xiiixvii) sell all do or substantially all the assets omit to do anything which would cause any of the Companyrepresentations and warranties in Article III to be or become untrue;
(xviii) enter into any lease, whether as lessor or lessee, for real property or incur any obligation to enter into any such lease or purchase any real property;
(xix) dispose of or permit the lapse of any Intellectual Property Rights; or
(xivxx) terminate sell any insurance policy currently marketable securities.
(b) The Sellers, the Company or any Subsidiary of the Company may take any action as may be required to give effect to the Divestiture, the purchase and conversion of the Convertible Bonds (as provided in effect that insures Section 5.14) and the Business unless it is replaced by similar insurance coverageexecution and delivery of the Operating Agreements, and such actions, provided they are consistent with the requirements of the Divestiture, such purchase of the Convertible Bonds and the Operating Agreements shall not be deemed a breach of any representation, warranty or covenant of the Sellers hereunder; provided, however, to the extent not attached hereto as part of Exhibit E, the Operating Agreements shall be in form and substance satisfactory to Buyer. Neither the Company nor any Purchased Subsidiary shall disburse any of the proceeds of the Divestiture.
(c) The Shareholders shall cause the parties to the Operating Agreements to execute and deliver such Agreements on or prior to the Closing and shall deliver a copy thereof to Buyer at the Closing.
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