Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement or as required by Applicable Law or Governmental Authority, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 3 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (Palm Inc)

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Conduct of the Company. Except as set forth in Section ‎Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement Schedule or as required by Applicable Law or Governmental Authority, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course, including, without limitation, maintaining in good standing all liquor licenses and making timely payments to licensed alcohol wholesale distributors in the ordinary course of business, and use its commercially reasonable best efforts to preserve intact its business organizations and relationships with Third Parties third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority Agreement or set forth in Section ‎Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fogo De Chao, Inc.), Agreement and Plan of Merger (Fogo De Chao, Inc.)

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement or as required by Applicable Law or Governmental Authority, from From the date hereof until the Effective Time or the termination of this Agreement in accordance with its termsAcceptance Date, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable best efforts to (x) preserve intact its present business organizations and relationships with Third Parties and to organization, (y) keep available the services of its present officers officers, employees and employeesconsultants and (z) maintain relationships with its customers, suppliers and others having significant business relationships with it. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or as expressly contemplated by this Agreement, Agreement or as required by Applicable Law or Governmental Authority or set forth in Section 6.01 of the Company Disclosure Schedule, without Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Roche Investments USA Inc.), Agreement and Plan of Merger (Genentech Inc)

Conduct of the Company. Except as set forth in Section 6.01 of the The Company Disclosure Schedule, as expressly contemplated in this Agreement or as required by Applicable Law or Governmental Authority, agrees that from the date hereof until the Effective Time or the termination of Time, except as otherwise expressly contemplated by this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except or with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or ), the Company and its Subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their commercially reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, except as expressly contemplated by this Agreement, as required by Applicable Law without the prior written consent of Parent (which consent shall not be unreasonably withheld or Governmental Authority or set forth in Section 6.01 of the Company Disclosure Scheduledelayed), the Company shall will not, nor shall it and will not permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Imagistics International Inc), Agreement and Plan of Merger (Oce N V)

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, Schedule or as expressly contemplated in or permitted by any other provision of this Agreement or as required by Applicable Law or Governmental AuthorityLaw, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its and its Subsidiaries’ business in the ordinary course and use its commercially reasonable efforts best efforts, consistent with past practice, to preserve intact its business organizations and relationships with Third Parties third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld withheld, conditioned or delayed) or as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority Agreement or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (JIAYUAN.COM International LTD)

Conduct of the Company. Except as set forth in Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement or as required by Applicable Law or Governmental Authority, from From the date hereof until the Effective Time or the termination of this Agreement in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use its commercially reasonable efforts to (i) preserve intact its present business organizations and relationships with Third Parties and to organization, (ii) maintain in effect all of the Company Permits, (iii) keep available the services of its present directors, officers and employeesemployees and (iv) maintain satisfactory relationships with its customers, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, with the prior written consent of Parent (which consent shall not to be unreasonably withheld withheld, conditioned or delayed) or as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority or set forth in on Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor and shall it not permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Logicvision Inc)

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Conduct of the Company. Except During the period from the date hereof until the Effective Date, except as specifically required by this Agreement, the Transactions or as set forth in on Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement or as required by Applicable Law or Governmental Authority, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its business their respective businesses in the ordinary course of business consistent with past practice and to use its commercially their reasonable best efforts to preserve intact its business organizations their respective businesses and relationships with Third Parties customers, 18 regulators, suppliers, lessors, licensors, distributors, creditors, employees and to keep available the services of its present officers agents, and employees. Without limiting the generality of the foregoing(y) not, except with the without Parent’s prior written consent of Parent (consent, which consent shall not be unreasonably withheld withheld, delayed or delayed) or as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority or set forth in Section 6.01 of the Company Disclosure Schedule, the Company shall not, nor shall it permit any of its Subsidiaries toconditioned:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Emmis Communications Corp)

Conduct of the Company. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), as expressly contemplated by this Agreement, as set forth in Section ‎Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement Schedule or as required by Applicable Law or Governmental AuthorityLaw, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and to keep available the services of its present officers and employeesParties. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or ), as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority or set forth in Section ‎Section 6.01 of the Company Disclosure ScheduleSchedule or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Stewart Information Services Corp)

Conduct of the Company. Except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), as expressly contemplated by this Agreement, as set forth in Section 6.01 of the Company Disclosure Schedule, as expressly contemplated in this Agreement Schedule or as required by Applicable Law or Governmental AuthorityLaw, from the date hereof until the Effective Time or the termination of this Agreement in accordance with its termsTime, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and use its commercially reasonable efforts to preserve intact its business organizations and relationships with Third Parties and to keep available the services of its present officers and employeesParties. Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) or ), as expressly contemplated by this Agreement, as required by Applicable Law or Governmental Authority or set forth in Section 6.01 of the Company Disclosure ScheduleSchedule or as required by Applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fidelity National Financial, Inc.)

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