Common use of Actions by Parent Clause in Contracts

Actions by Parent. Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), during the period from the date of this Agreement through the Effective Time, Parent, subject to Section 4.2 hereof, shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Parent, subject to Section 4.2 hereof, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Proffitts Inc), Agreement and Plan of Merger (Carson Pirie Scott & Co /Il/)

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Actions by Parent. Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), during the period from the date of this Agreement through the Effective Time, Parent, subject to Section 4.2 hereof, Parent shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, Parent, subject to Section 4.2 hereof, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Proffitts Inc), Agreement and Plan of Merger (Proffitts Inc)

Actions by Parent. Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), during During the period from the date of this Agreement through the Effective Time, Parentexcept as otherwise expressly required by this Agreement or as set forth in the Parent Letter, subject to Section 4.2 hereof, Parent shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in, and not enter into any material transaction other than in accordance with, the ordinary course of its business as currently conducted and, to the extent consistent therewith, use its reasonable best efforts to preserve intact its current business organizationsorganization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it it, all to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this AgreementAgreement or as set forth in the Parent Letter, Parent, subject to Section 4.2 hereof, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company:

Appears in 2 contracts

Samples: 5 Iii Agreement and Plan of Merger, Agreement and Plan of Merger (Imc Global Inc)

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Actions by Parent. Except as expressly permitted by clauses (i) through (ix) of this Section 4.1(a), during the period from the date of this Agreement through the Effective Time, Parent, subject to Section 4.2 hereof, Parent shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, from the date of this Agreement to the Effective Time, Parent, subject to Section 4.2 hereof, shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Proffitts Inc)

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