Common use of Company Interim Operations Clause in Contracts

Company Interim Operations. Except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior written consent of Acquiror, from the date hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary to, conduct its business in all material respects in the ordinary course consistent with past practice, and shall, subject to the other limitations set forth in this Section 6.1, use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material Permits that are required for the Company or such Company Subsidiary to carry on its business, (iii) keep available the services of its present key officers, employees and independent contractors, and (iv) 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 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 with respect to the immediately following clauses (e), (g), (i), (k) and (n)), the Company shall not, nor shall it permit any Company Subsidiary, directly or indirectly, to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cbre Holding Inc), Agreement and Plan of Merger (Insignia Financial Group Inc /De/)

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Company Interim Operations. Except as set forth in Section 4.01 of the Company Disclosure Schedule or as otherwise expressly contemplated or permitted hereby, without the prior written consent of AcquirorPurchaser, such consent not to be unreasonably withheld or delayed, from the date hereof until the Effective Time, the Company shall, and shall cause each of the Company Subsidiary Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice, practice and shall, subject to the other limitations set forth in this Section 6.1, shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) continue to make capital expenditures in accordance with the capital expenditure budget previously disclosed to Purchaser and (iii) maintain in effect all material Permits foreign, federal, state and local licenses, approvals and authorizations, including, without limitation, all material licenses and permits that are required for the Company or such any Company Subsidiary to carry on its business, (iii) keep available the services of its present key officers, employees and independent contractors, and (iv) preserve existing relationships with its material customers, lenders, suppliers and other Persons having material business relationships with itas currently conducted. Without limiting the generality of the foregoing, except as set forth in Section 4.01 of the Company Disclosure Schedule or as otherwise expressly contemplated or permitted by this Agreement, from the date hereof until the Effective Time, without the prior written consent of Acquiror (Purchaser, such consent not to be unreasonably withheld with respect to the immediately following clauses (e), (g), (i), (k) and (n))or delayed, the Company shall not, nor shall it permit any Company Subsidiary, directly or indirectly, Subsidiary to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (National Mentor Holdings, Inc.), Agreement and Plan of Merger (Rem Consulting of Ohio, Inc.)

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Company Interim Operations. Except as set forth in the Company Disclosure Schedule or as otherwise expressly contemplated hereby, without the prior written consent of AcquirorAcquiror (which consent shall not be unreasonably withheld or delayed), from the date hereof until the Effective Time, the Company shall, and shall cause each Company Subsidiary of its Subsidiaries to, conduct its their business in all material respects in the ordinary course consistent with past practice, practice and shall, subject to the other limitations set forth in this Section 6.1, shall use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material Permits foreign, federal, state and local licenses, approvals and authorizations, including, all material licenses and permits that are required for the Company or such Company Subsidiary any of its Subsidiaries to carry on its business, business and (iii) keep available the services of its present key officers, employees and independent contractors, and (iv) preserve existing relationships with its material customers, lenders, suppliers and other Persons others having material business relationships with it. Without limiting the generality of the foregoing, except as set forth in 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 which consent shall not to be unreasonably withheld with respect to the immediately following clauses (e), (g), (i), (k) and (n)or delayed), the Company shall not, nor shall it permit any Company Subsidiary, directly or indirectly, of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Consolidated Papers Inc)

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