FRZ » Topics » 4.2. Conduct of the Business of the Company and the Company Subsidiaries.

This excerpt taken from the FRZ DEFA14A filed Jul 2, 2007.
4.2.         Conduct of the Business of the Company and the Company Subsidiaries.  During the Pre-Closing Period, except (i) as set forth in Part 4.2(A) of the Disclosure Schedule, (ii) to the extent necessary to comply with the Company’s obligations under this Agreement, (iii) as necessary to ensure that the Company complies with applicable Laws and contractual obligations, or (iv) with the Parents’ consent, which shall not be unreasonably withheld or delayed by the Parents:  the Company shall and shall cause each Company Subsidiary to (1) carry on its business in the ordinary and usual course and consistent with past practice; (2) use commercially reasonable efforts to preserve substantially intact its present business organization; and (3) use commercially reasonable efforts to preserve its material relationships with suppliers, distributors, licensors, licensees, landlords, employees, franchisees and others with whom the Company has business relations.  Notwithstanding the foregoing, during the Pre-Closing Period, except as set forth on Part 4.2(B) of the Disclosure Schedule with respect to the subsections below referenced therein, neither the Company nor any Company Subsidiary shall, without the consent of the Parents:

(a)           amend its Organizational Documents (except any amendments necessary to effect the transactions contemplated by this Agreement);

(b)           authorize for issuance, issue, grant, sell, pledge, dispose of or encumber any of its capital stock or equity interests, including any other voting securities, or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to authorize for issuance, issue, grant, sell, pledge, dispose of or encumber any capital stock or equity interest, including any other voting securities or other convertible securities; provided that the Company may issue shares of Company Common Stock in connection with the vesting of Company RSUs outstanding on the date of this Agreement;

(c)           split, adjust, combine, reclassify, subdivide or effect any similar transaction with respect to, or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or equity interest;

(d)           except as otherwise expressly provided in Section 1.6, accelerate, amend or change the period of exercisability or vesting of Company RSUs;

(e)           incur, create, assume or otherwise become liable for, or repay or prepay, amend or refinance any indebtedness for borrowed money or capital lease obligations, or guarantee any such indebtedness, or issue or sell any debt securities or guarantee any debt securities of others, other than the incurrence of indebtedness in the ordinary course of business pursuant to credit, loan or similar agreements or lines of credit existing as of the date hereof and identified in the Company SEC Documents;

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(f)            make or agree to make any capital expenditures, capital additions or capital improvements (other than in accordance with the Company’s budget for the 2007 calendar year as previously disclosed in writing by the Company to the Parents);

This excerpt taken from the FRZ 8-K filed Jul 2, 2007.
4.2.         Conduct of the Business of the Company and the Company Subsidiaries.  During the Pre-Closing Period, except (i) as set forth in Part 4.2(A) of the Disclosure Schedule, (ii) to the extent necessary to comply with the Company’s obligations under this Agreement, (iii) as necessary to ensure that the Company complies with applicable Laws and contractual obligations, or (iv) with the Parents’ consent, which shall not be unreasonably withheld or delayed by the Parents:  the Company shall and shall cause each Company Subsidiary to (1) carry on its business in the ordinary and usual course and consistent with past practice; (2) use commercially reasonable efforts to preserve substantially intact its present business organization; and (3) use commercially reasonable efforts to preserve its material relationships with suppliers, distributors, licensors, licensees, landlords, employees, franchisees and others with whom the Company has business relations.  Notwithstanding the foregoing, during the Pre-Closing Period, except as set forth on Part 4.2(B) of the Disclosure Schedule with respect to the subsections below referenced therein, neither the Company nor any Company Subsidiary shall, without the consent of the Parents:

(a)           amend its Organizational Documents (except any amendments necessary to effect the transactions contemplated by this Agreement);

(b)           authorize for issuance, issue, grant, sell, pledge, dispose of or encumber any of its capital stock or equity interests, including any other voting securities, or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to authorize for issuance, issue, grant, sell, pledge, dispose of or encumber any capital stock or equity interest, including any other voting securities or other convertible securities; provided that the Company may issue shares of Company Common Stock in connection with the vesting of Company RSUs outstanding on the date of this Agreement;

(c)           split, adjust, combine, reclassify, subdivide or effect any similar transaction with respect to, or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock or equity interest;

(d)           except as otherwise expressly provided in Section 1.6, accelerate, amend or change the period of exercisability or vesting of Company RSUs;

(e)           incur, create, assume or otherwise become liable for, or repay or prepay, amend or refinance any indebtedness for borrowed money or capital lease obligations, or guarantee any such indebtedness, or issue or sell any debt securities or guarantee any debt securities of others, other than the incurrence of indebtedness in the ordinary course of business pursuant to credit, loan or similar agreements or lines of credit existing as of the date hereof and identified in the Company SEC Documents;

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(f)            make or agree to make any capital expenditures, capital additions or capital improvements (other than in accordance with the Company’s budget for the 2007 calendar year as previously disclosed in writing by the Company to the Parents);

EXCERPTS ON THIS PAGE:

DEFA14A
Jul 2, 2007
8-K
Jul 2, 2007

RELATED TOPICS for FRZ:

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