Conduct Between Execution Date and the Effective Date Sample Clauses
The 'Conduct Between Execution Date and the Effective Date' clause sets out the obligations and restrictions on the parties' actions during the period between signing the agreement and when it becomes fully effective. Typically, this clause requires the parties—often the seller in a transaction—to operate their business in the ordinary course, refrain from making significant changes, or avoid taking actions that could affect the value or operations of the business without the other party's consent. By doing so, the clause ensures that the business remains stable and substantially unchanged, protecting the interests of the buyer and maintaining the agreed-upon terms until the transaction is finalized.
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Conduct Between Execution Date and the Effective Date. (a) Except (i) to the extent required by Applicable Laws, including applicable Antitrust Laws, or (ii) as consented to in writing by BMS, during the period from the Execution Date to the Effective Date, Immatics shall, and shall cause its Affiliates to, (A) conduct the Development, Manufacture and Commercialization of the Licensed Compounds and Licensed Products in the Field in the Territory (including Immatics’ Initiation or continuation of the Immatics GDP Trial) in the ordinary course consistent with past practice and in compliance with Applicable Laws, (B) maintain the assets and properties related to License Compounds and Licensed Products in the Field in the Territory, or the Immatics Technology in the ordinary course consistent with past practice and in compliance with Applicable Laws, and (C) preserve the current relationships and goodwill of the business related to the Licensed Compounds or Licensed Products in the Field in the Territory with customers, employees, suppliers and others having dealings with Immatics (or any of its Affiliates).
(b) Without limiting the generality of the foregoing, except (i) to the extent required by Applicable Laws, or (ii) as consented to in writing by BMS, during the period from the Execution Date to the Effective Date, Immatics shall not, and shall cause its Affiliates not to, take any of the following actions: [**].
(c) Without limiting the generality of the foregoing, except (i) to the extent prohibited by Applicable Laws, or (ii) as otherwise consented to in writing by BMS, during the period from the Execution Date to the Effective Date, Immatics shall, and shall cause its Affiliates to, take the following actions: [**]. Nothing in this Section 16.2 (Closing) is intended to or shall cause BMS or its Affiliates to directly or indirectly control Immatics or cause Immatics to obtain consents from BMS in violation of the HSR Act, any applicable Antitrust Laws, AWV or AWG.
Conduct Between Execution Date and the Effective Date. Except (i) to the extent required by Applicable Law, or (ii) as consented to in writing by Seagen, [ * ], RemeGen shall, and shall cause its Affiliates to, [ * ].