From the date of this Agreement through the Closing Date, the Company shall conduct its business in the ordinary course consistent with the Company’s past practice and shall not engage in any extraordinary transaction without the Buyer’s prior written Consent. Without limiting the foregoing, the Company shall not, without the Buyer’s prior written consent,
Conduct of Business. The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any Governmental Entity, except where such violations would not reasonably be expected to result, either individually or in the aggregate, in a Material Adverse Effect.
During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with Section 7.1 or the Closing (the “Interim Period”), each of # the Company on the one hand, and # Parent on the other, shall, and shall cause each of their respective Subsidiaries to except as expressly contemplated by this Agreement, as required by applicable Laws, as set forth on [Schedule 6.2], or to the extent consented to by the Parties in writing: # conduct its respective business, in all material respects, in the Ordinary Course of Business, # not take any action except in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws, # comply with all Laws applicable to their respective businesses, assets, directors, officers, employees, independent contractors, consultants, equity holders, agents, Representatives and Covered Persons, and # take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, business, operations, material assets, material rights, franchises, goodwill and relations with its customers, vendors, regulators, employees and other persons with which it has significant business or other relationships, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice.
During the period of the Arrangement and until this Agreement is terminated, you must make yourself aware of, and comply with, the legal regulations, rules and procedures, working practices and policies of BHI that are in place from time to time. You must also continue to comply with the terms and conditions of your employment in the Netherlands, unless they are amended in this Agreement. To the extent that the rules of BHI and Booking.com are inconsistent, BHI and Booking.com will resolve the inconsistency and inform you of their decision. During the Arrangement, you are also expected to abide by the laws and regulations of the U.S. Accordingly, you are required to maintain a standard of conduct that does not bring discredit upon yourself, your supervisors or upon BHI.
Conduct of Business. Until the closing of the Acquisition or the termination of this Letter of Intent, BITCENTRO will conduct its business and operations in a manner consistent with past practices and will not engage in transactions outside the ordinary course of business.
Conduct of Business. Except as otherwise contemplated herein, or as otherwise agreed in writing by Purchaser, between the date hereof and the time when this Agreement terminates as provided herein, Seller agrees, as majority owner of the Company, to cause the Company to not:
(x) declare, set aside or pay any cash dividends on, make any other distributions in respect of, or enter into any agreement with respect to the voting of, any of its capital stock, # 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;
To the extent applicable to the performance of Ovids obligations under this Agreement and consistent with the laws of the U.S., Ovid warrants to adhere to the principles of Lundbecks Code of Conduct as stated on the following website;
Participants are expected to adhere to ethical and honest business practices in accordance with the
Indemnification. If, in connection with any agreement related to a transaction that will result in a Change in Control, an undertaking is made to provide the Board with rights to indemnification from the Company (or from any other party to such agreement), the Executive will, by virtue of this Agreement, be entitled to the same rights to indemnification as are provided to the members of the Board pursuant to such agreement. Otherwise, the Executive will be entitled to indemnification rights on terms no less favorable to Executive than those available under the Certificate of Incorporation, bylaws or resolutions of the Company at any time after the Change in Control to his peer executives of the Company. Such indemnification rights will be with respect to all claims, actions, suits, or proceedings to which the Executive is or is threatened to be made a party that arise out of or are connected to his services at any time prior to the termination of his employment, without regard to whether such claims, actions, suits, or proceedings are made, asserted, or arise during or after the Protected Period.
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