Conduct of Business by Acquiror. During the period from the date of this Agreement to the Effective Time, except as otherwise contemplated by this Agreement or the transactions contemplated hereby or consented to by Holdings in writing:
Conduct of Business by Acquiror. During the period from the date of this Agreement to the Effective Time, Acquiror agrees as to itself and its subsidiaries that:
Conduct of Business by Acquiror. (a) During the period from the date of this Agreement and continuing until the earlier of termination of this Agreement or the Effective Time, Acquiror and each of its subsidiaries shall, except (i) as set forth in Section 5.2 of the Acquiror Disclosure Letter, (ii) in connection with specific actions that Acquiror is explicitly required or permitted to take pursuant to this Agreement or (iii) to the extent that Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), carry on its business in all material respects, in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings.
Conduct of Business by Acquiror. During the period from the date of this Agreement to the Effective Time, Acquiror shall, and shall cause (or, in the case of Acquiror Subsidiaries that Acquiror does not control, shall use commercially reasonable efforts to cause) the Acquiror Subsidiaries each to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and use commercially reasonable efforts to preserve intact its current business organization, goodwill and ongoing businesses, to keep available the services of the present officers, employees and consultants of Acquiror and the Acquiror Subsidiaries and to preserve the present relationships of Acquiror and the Acquiror Subsidiaries with tenants, landlords, customers, suppliers and other persons with which Acquiror or any of the Acquiror Subsidiaries has significant business relationships. Without limiting the generality of the foregoing, the following additional restrictions shall apply: during the period from the date of this Agreement to the Effective Time, except as set forth in SCHEDULE 4.2 to the Acquiror Disclosure Letter, Acquiror shall not and shall cause (or, in the case of Acquiror Subsidiaries which Acquiror does not control, shall use commercially reasonable efforts to cause) the Acquiror Subsidiaries not to (and not to authorize or commit or agree to) without the prior written consent of the Company (which such consent shall not be unreasonably delayed): 4.2.1 (i) except for regular quarterly dividends not in excess of $.595 per share of Acquiror Common Stock, with customary record and payment dates, declare, set aside or pay any dividends on, or make any other distributions (whether in cash, stock or property or any combination thereof) in respect of, any of Acquiror capital stock or partnership interests or stock in any Acquiror Subsidiary that is not directly or indirectly wholly owned by Acquiror, other than the dividend required to be paid pursuant to SECTION 2.2.4(I), (ii) except in connection with the Transactions, split, combine or reclassify any capital stock or partnership interests or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of such capital stock or partnership interests or (iii) except in connection with the use of Acquiror Common Stock to pay the exercise price or tax withholding in connection with the Acquiror's Employee Stock Plans purchase, redeem or otherwise acquire any shar...
Conduct of Business by Acquiror. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, Acquiror shall, and shall cause its subsidiaries to, act and carry on their respective businesses in the ordinary course of business except where the failure to do so would not adversely affect Acquiror's ability to pay the Merger Consideration.
Conduct of Business by Acquiror. Except as otherwise expressly contemplated by this Agreement or except as consented to by the Company, such consent not to be unreasonably withheld or delayed, during the period from the date of this Agreement to the Effective Time, Acquiror shall, and shall cause its subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice and in compliance in all material respects with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable efforts to preserve intact their current business organizations (other than internal organizational realignments), use all reasonable efforts to keep available the services of their current officers and other key employees and preserve their relationships with those persons having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing (but subject to the above exceptions), during the period from the date of this Agreement to the Effective Time, Acquiror shall not, and shall not permit any of its subsidiaries to:
Conduct of Business by Acquiror. During the Interim Period, except (i) as otherwise provided for or permitted in this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the PIPE Investment) or as required by applicable Law, (ii) consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed) or (iii) or as set forth in Schedule 6.03, Acquiror and Merger Sub covenant and agree that they shall operate in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve their respective material assets, properties, business, operations, organization (including officers and employees), goodwill and relationships with suppliers, customers, contractors, regulators and any other Persons having a material business relationship with Acquiror or Merger Sub. Without limiting the foregoing, except (x) as otherwise provided for or permitted in this Agreement or any Ancillary Agreement (including entering into various Subscription Agreements and consummating the PIPE Investment) or as required by applicable Law, (y) as consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed) or (z) as set forth in Schedule 6.03, during the Interim Period, neither Acquiror nor Merger Sub shall take or permit to occur any of the following actions:
Conduct of Business by Acquiror. During the Interim Period, except (i) as otherwise provided for or permitted in this Agreement, required by applicable Law, consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) in the case of actions that are taken (or omitted to be taken) reasonably in response to an emergency or urgent condition or conditions arising from COVID-19 (including in response to any COVID-19 Measures) or (iii) or as set forth in Schedule 6.03, Acquiror and Merger Sub covenant and agree that they shall operate in the ordinary course of business consistent with past practice and use commercially reasonable efforts to preserve their respective material assets, properties, business, operations, organization (including officers and employees), goodwill and relationships with suppliers, customers, lenders, regulators and any other Persons having a material business relationship with Acquiror or Merger Sub. Without limiting the foregoing, except (i) as otherwise provided for or permitted in this Agreement, required by applicable Law, consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed) (ii) in the case of actions that are taken (or omitted to be taken) reasonably in response to an emergency or urgent condition or conditions arising from COVID-19 (including in response to any COVID-19 Measures) or (iii) as set forth in Schedule 6.03, during the Interim Period, neither Acquiror nor Merger Sub shall take or permit to occur any of the following actions:
Conduct of Business by Acquiror. From the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing, except as otherwise provided or required in connection with this Agreement including the Ancillary Agreements, required by Law or consented to in writing by the Company (which consent shall not be unreasonably withheld, conditioned or delayed) Shelf shall, and shall cause each other Acquiror Party to, (x) operate its business in the ordinary course and consistent with past practice and (y) preserve their respective business, operations and organization, in light of general activities that businesses similar to Acquiror’s business commonly undertake. Without limiting the foregoing, from the date hereof until the earlier of the termination of this Agreement in accordance with its terms or the Closing, except as otherwise provided or required in connection with this Agreement including the Ancillary Agreements, required by Law or consented to in writing by the Company (which consent shall not be unreasonably withheld conditioned or delays), Shelf shall not, and shall cause each other Acquiror Party not to:
Conduct of Business by Acquiror. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Acquiror shall carry on its business in the ordinary course consistent with past practice, except: (a) to the extent that the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (b) with respect to actions taken, or omitted to be taken, by Acquiror required by any COVID-19 Measures or otherwise required to protect the business of Acquiror in response to COVID-19 (but only to the extent in compliance with Applicable Legal Requirements); (c) as expressly required or expressly permitted by this Agreement (including as contemplated by the PIPE Investment or the Domestication), the other Transaction Agreements or the Acquiror Disclosure Letter; or (d) as set forth on Schedule 8.02 of the Acquiror Disclosure Letter or as required by Applicable Legal Requirements. Without limiting the generality of the foregoing, except (i) to the extent the Company shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (ii) with respect to actions taken, or omitted to be taken, by Acquiror reasonably required by any COVID-19 Measures or otherwise reasonably required to protect the business of Acquiror in response to COVID-19 (but only to the extent in compliance with Applicable Legal Requirements); (iii) as expressly required or expressly permitted by this Agreement (including as contemplated by the PIPE Investment or the Domestication), the other Transaction Agreements or the Seller Disclosure Letter; or (iv) as set forth on Schedule 8.02 of the Acquiror Disclosure Letter, or as required by Applicable Legal Requirements, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, Acquiror shall not do any of the following:
