Company Interim Operations. (a) Except as set forth in Section 6.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by this Agreement, without the prior written consent of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed following a written request for such consent), from the date hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary (other than any Special Purpose Vehicle) to, conduct its business in all material respects in the Ordinary Course of Business, and, subject to the limitations, restrictions and prohibitions contained herein, shall use all reasonable efforts to (x) maintain in effect all material Permits that are required for the Company or such Company Subsidiary (other than any Special Purpose Vehicle) to carry on its business as currently conducted, (y) keep available the services of the key officers, employees and independent contractors set forth on Section 6.1(a)(y) of Parent Disclosure Schedule, and (z) preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in Section 6.1 of the Company Disclosure Schedule or as otherwise expressly contemplated by this Agreement, from the date hereof until the Effective Time, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectly:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cb Richard Ellis Group Inc), Agreement and Plan of Merger (Trammell Crow Co)
Company Interim Operations. (a) Except as set forth in Section 6.1 of the Company Disclosure Schedule corresponding to this Section 5.01 or as otherwise expressly contemplated by this Agreementor permitted hereby, without the prior written consent of Acquiror (which Purchaser, such consent shall not to be unreasonably withheld, conditioned withheld or delayed following a written request for such consent)delayed, from the date hereof until the Recapitalization Effective Time, the Company shall, and shall cause each of the Company Subsidiary (other than any Special Purpose Vehicle) Subsidiaries to, conduct its business in all material respects in the Ordinary Course of Business, and, subject to the limitations, restrictions ordinary course consistent with past practice and prohibitions contained herein, shall use all commercially reasonable efforts to to: (xi) preserve intact its business organization, rights and other assets and relationships with third parties; and (ii) maintain in effect all material Permits that are required for the Company or such any Company Subsidiary (other than any Special Purpose Vehicle) to carry on its business as currently conducted, (y) keep available the services of the key officers, employees and independent contractors set forth on Section 6.1(a)(y) of Parent Disclosure Schedule, and (z) preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in Section 6.1 of the Company Disclosure Schedule corresponding to this Section 5.01 or as otherwise expressly contemplated or permitted by this Agreement, from the date hereof until the Recapitalization Effective Time, without the prior written consent of Acquiror (Purchaser, such consent not to be unreasonably withheld, conditioned withheld or delayed), the Company shall not, nor shall it permit any Company Subsidiary to, directly or indirectly:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Erie Shores Emergency Physicians, Inc.), Agreement and Plan of Merger (Team Health Inc)
