Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, or (ii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement or (ii) with the prior written consent of Parent, after the date hereof and prior to the Effective Time:
Interim Operations of the Company. Except (i) as required by Law, (ii) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) contemplated by this Agreement or (iv) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time the Company shall, and shall cause each of its Subsidiaries to, conduct its business only in the usual, regular and ordinary course consistent with past practice and use all reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its present relationships with customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. In addition, and without limiting the generality of the foregoing, except (w) as required by Law, (x) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (y) expressly permitted pursuant to this Agreement or (z) as set forth in Section 6.1 of the Company Disclosure Schedule, from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:
Interim Operations of the Company. During the period from the date of this Agreement to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Pre-Closing Period”) (except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule), the business of the Company and its Subsidiaries shall be conducted only in the Ordinary Course of Business, and the Company will use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its officers and employees and maintain its relations and goodwill with its material suppliers, customers, landlords, creditors and others having material business relationships with it. Without limiting the generality of the foregoing, except (w) as may be required by Law, (x) with the prior written consent of Parent (provided that Parent shall be deemed to have consented if Parent does not object within 72 hours after a written request for such consent is delivered to Parent by the Company), which consent shall not be unreasonably withheld, delayed or conditioned, (y) as contemplated or permitted by this Agreement, or (z) as set forth in the Company Disclosure Schedule, prior to the Effective Time neither the Company nor any of its Subsidiaries will:
Interim Operations of the Company. Except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (A) the valid termination of this Agreement in accordance with Article VIII hereto and (B) the time the designees of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors pursuant to Section 1.3 (the “Appointment Date”), the Company shall, and shall cause the Company Subsidiaries to, (i) conduct the ADS Business in the ordinary course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact the ADS Business present business organizations, (iii) use commercially reasonable efforts to maintain satisfactory relations with and keep available the services of their current officers and other key employees who are employed in the ADS Business, (iv) maintain in effect all material foreign, federal, state and local licenses, approvals and authorizations relating to the ADS Business, the Acquired Assets or the Retained Liabilities, including all material licenses and permits that are required for the Company or any Company Subsidiary to carry on the ADS Business and (v) use commercially reasonable efforts to preserve existing relationships with material customers, lenders, suppliers, distributors and others having material ADS Business relationships with the Company and the Company Subsidiaries. Without limiting the generality of the foregoing, except as expressly set forth in Section 5.1 of the Company Disclosure Schedule, as expressly required pursuant to this Agreement (including with respect to the consummation of the Contribution and the Spin-Off) or as agreed in writing by the Purchaser, from the date hereof until the earlier of (x) the valid termination of this Agreement in accordance with Article VIII hereto and (y) the Appointment Date, the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectly:
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement, (ii) with the prior written consent of the Parent or (iii) as set forth on Section 5.1 of the Disclosure Schedule, after the date hereof and prior to the Effective Time:
Interim Operations of the Company. Except as set forth in Schedule 6.3 hereto, contemplated hereby or with the written consent of Parent or Subsidiary, during the period from the date of this Agreement to the earlier of the New Board Date (as defined in Section 6.12) or the Effective Time, the Company shall, and shall cause its subsidiaries to, conduct (except as otherwise permitted by Section 6.1) its and their business only in the ordinary course, will make no material changes in the operations of the Company or its subsidiaries and shall use its reasonable efforts to (i) preserve intact the business organization of the Company and its subsidiaries, (ii) keep available the services of its and their present officers and key employees, and (iii) preserve the good will of those having business relationships with the Company and its subsidiaries. Except as set forth in Schedule 6.3 hereto, contemplated hereby or with the consent of Parent or Subsidiary, during the period from the date of this Agreement to the earlier of the New Board Date or the Effective Time, neither the Company nor any of its subsidiaries will: (a) amend or otherwise change its certificate of incorporation or by-laws, as each such document is in effect on the date hereof; (b) issue or sell, or authorize for issuance or sale, additional shares of any class of capital stock, including Common Shares or any securities convertible into capital stock, or grant any warrants, options, or other rights to acquire, or incur any obligation or make any commitment for issuance of, capital stock or any securities convertible into capital stock; (c) in the case of the Company, declare, set aside, make or pay any dividend or other distribution with respect to its capital stock other than if requested by Parent; (d) redeem, purchase or otherwise acquire, or agree to redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock, other than if requested by Parent; (e) except in the ordinary course of business, sell, pledge, dispose of or encumber, or agree to sell, pledge, dispose of or encumber, any material assets of the Company or any of its subsidiaries other than in connection with discontinued operations; (f) acquire (by merger, consolidation, or acquisition of stock or assets) any significant corporation, partnership or other business organization or division thereof for a cash consideration of $100,000 or more with respect to an acquisition, merge or consolidate with any corporation, or enter into or modify a...
Interim Operations of the Company. Except (A) as expressly contemplated by this Agreement, (B) as set forth on Section 5.1 of the Company Disclosure Letter, (C) as required by Law, or (D) as consented to in writing by Parent after the date of this Agreement and prior to the Effective Time, which consent shall not be unreasonably withheld or delayed, the Company agrees that:
Interim Operations of the Company. The Company covenants and agrees that, --------------------------------- except as set forth on the Disclosure Schedule, prior to the Effective Time (unless Purchaser shall otherwise agree in writing and except as otherwise contemplated by this Agreement):
