Operation of Parent Sample Clauses

The 'Operation of Parent' clause defines the obligations and standards by which a parent company must conduct its business during the term of an agreement. Typically, this clause requires the parent to maintain its operations in the ordinary course, refrain from taking actions that could materially affect its financial condition or business, and sometimes to provide regular updates or notifications about significant changes. Its core practical function is to ensure stability and predictability in the parent company's operations, thereby protecting the interests of the other party and reducing the risk of unexpected adverse developments during the contractual relationship.
Operation of Parent. (a) Except as specifically provided in this Agreement between the date of this Agreement and the Effective Time, Parent shall: (i) maintain its books of account and records in the usual and ordinary manner, and in conformity with its past practices; (ii) pay accounts payable and other obligations when they become due and payable in the ordinary course of business consistent with past practices except to the extent disputed in good faith; (iii) conduct its business, if any, in the ordinary course consistent with past practices, or as required by this Agreement; (iv) pay all taxes when due and file all Parent Tax Returns on or before the due date therefor except to the extent disputed in good faith; (v) make appropriate provisions in its books of account and records for taxes relating to its operations during such period (regardless of whether such taxes are required to be reflected in a tax return having a due date on or prior to the Closing Date); (vi) withhold all taxes required to be withheld and remitted by or on behalf of the Parent in connection with amounts paid or owing to any Parent personnel or other person, and pay such taxes to the proper governmental authority or set aside such taxes in accounts for such purpose; (vii) make all required filings on a timely basis with the SEC or any other state, federal or local regulatory body, including, without limitation, making all filings under the Securities Act and the Exchange, on a timely basis so as to maintain Parent’s status as a reporting company in good standing under the Exchange Act; and (viii) comply with the listing requirements of, and take all steps reasonably necessary to maintain Parent’s listing on, the OTC Bulletin Board. (b) Without the prior written consent of the Company, between the date of this Agreement and the Effective Time (or termination of this Agreement), neither Parent nor Merger Sub shall: (i) issue any capital stock (except for the issuance of Parent Common Stock or common stock of Merger Sub specifically contemplated by this Agreement) or any options, warrants or other rights to subscribe for or purchase any capital stock or any securities convertible into or exchangeable or exercisable for, or rights to purchase or otherwise acquire, any shares of the capital stock of Parent or Merger Sub; (ii) directly or indirectly redeem, purchase, sell or otherwise acquire any capital stock of Parent, except as specifically contemplated by this Agreement; (iii) grant any increase in ...
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Operation of Parent. From the date of hereof to the Closing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted by or provided in this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements, or except as consented to in writing by the Sellers' Representatives (which consent shall not be unreasonably withheld or delayed), Parent agrees that: (a) Parent shall, and shall cause each Parent Subsidiary to, conduct its business only in the ordinary and usual course and substantially in the same manner as heretofore conducted. (b) Parent shall, and shall cause US Acquisition Sub and US Acquisition Sub II to, perform all acts to be performed by it pursuant to this Agreement, any other Operative Agreements and the Integration Plan and the Integration Agreements and shall refrain from taking any action (other than any action permitted by or provided in this Agreement) that would result in the representations and warranties of Parent, US Acquisition Sub or US Acquisition Sub II hereunder becoming untrue in any material respect or any of the conditions to Closing not be satisfied. Without limiting the generality of the foregoing, except as described in Section 6.1 of the Parent Disclosure Schedule or as otherwise permitted or contemplated by this Agreement, the other Operative Agreements or the Integration Plan or the Integration Agreements or except as consented to in writing by the Sellers' Representatives (which consent will not be unreasonably withheld or delayed), from the date hereof to the Closing, Parent shall not, and shall cause each Parent Subsidiary not to: (i) amend its certificate of incorporation or bylaws (or similar organizational documents) or adopt or pass further regulations or resolutions inconsistent therewith; (ii) other than in the ordinary course of business consistent with past practice (A) incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of any other Person (other than any Parent Subsidiary), or (B) make any loans, advances or capital contributions to, or investments in, any other Person (other than to any Parent Subsidiary), or enter into any material Contract; (iii) acquire, by merging or consolidating with or by purchasing equity interests in or assets of any other Person or otherwise, any material assets of or any equity interests in any other Person; (iv) pay, discharge or satis...
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Operation of Parent. Section 6.2 Access. . . . . . . . . . . . . . . . 61 Section 6.3 Consents. . . . . . . . . . . . . . . 61 Section 6.4
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Related to Operation of Parent

  • Obligation of Parent Parent shall ensure that Purchaser duly performs, satisfies and discharges on a timely basis each of the covenants, obligations and liabilities applicable to Purchaser under this Agreement, and Parent shall be jointly and severally liable with Purchaser for the due and timely performance and satisfaction of each of said covenants, obligations and liabilities.

  • Cooperation of Parties The Parties to this Agreement agree to cooperate in good faith to prepare and execute all documents, to seek Court approval, defend Court approval, and to do all things reasonably necessary to complete and effectuate the Settlement described in this Agreement.

  • Capitalization of Parent As of February 28, 1998, Parent's authorized capital stock consisted of (i) 40,000,000 shares of common stock, $1.25 par value per share of which (a) 23,607,047 shares were issued and outstanding, (b) 1,166,100 shares were issued and held in treasury (which does not include the shares reserved for issuance as set forth in clause (i)(c) below) and (c) 1,622,935 shares were reserved for issuance upon the exercise or conversion of options, warrants or convertible securities granted or issuable by Parent, and (ii) 10,000,000 shares of preferred stock, $.05 par value per share ("Parent Preferred Stock"), none of which are outstanding or designated except as provided in the next sentence. As of the date hereof, 400,000 shares are designated Preferred Stock, Cumulative Junior Participating Series C ("Parent Series C Preferred Stock") and are reserved for issuance in accordance with the Rights Agreement dated as of March 4, 1991, by and between Parent and Chas▇ ▇▇▇▇▇▇ ▇▇▇reholder Services, L.L.C., as Rights Agent ("Parent Rights Agreement"), pursuant to which Parent has issued rights ("Parent Rights") to purchase shares of Parent Series C Preferred Stock. Each outstanding share of Parent capital stock is, and all shares of Common Stock to be issued in connection with the Merger will be, duly authorized and validly issued, fully paid and nonassessable, and no outstanding share of Parent capital stock has been, and no shares of Common Stock to be issued in connection with the Merger will be issued in violation of any preemptive or similar rights. As of the date hereof, other than as set forth in the Parent SEC Documents, pursuant to the Parent Rights Agreement or in Section 3.3 to the Parent Disclosure Schedule, there are no outstanding subscriptions, options, warrants, puts, calls, agreements, understandings, claims or other commitments or rights of any type relating to the issuance, sale or transfer by Parent or any of its subsidiaries of any securities of Parent, nor are there outstanding any securities which are convertible into or exchangeable for any shares of capital stock of Parent, and Parent has no obligation of any kind to issue any additional securities or to pay for securities of Parent or any predecessor. Parent has no outstanding bonds, debentures, notes or other similar obligations the holders of which have the right to vote generally with holders of Parent Common Stock.

  • Formation of Partnership The Managing GP, the Liquidation GP and the Limited Partner agreed to and formed a limited partnership pursuant to the laws of the Province of Ontario on October 5, 2007. The parties hereto have agreed to confirm their agreements relating to the Partnership on the terms and conditions set out in this Agreement. The Partnership will be effective as a limited partnership from October 5, 2007, the date on which the Declaration was filed in accordance with the LP Act, and the Partnership will file any documents necessary as a result of the amendments reflected in this Agreement.

  • Relation of Parties It is the intention of Landlord and Tenant to hereby create the relationship of landlord and tenant, and no other relationship whatsoever is hereby created. Nothing in this Lease shall be construed to make Landlord and Tenant partners or joint venturers or to render either party hereto liable for any obligation of the other.