Conduct of Business by the Companies. During the period from the date of this Agreement to the Effective Time, each of the Companies shall carry on their respective businesses in the ordinary course consistent with past practice and in compliance with all applicable laws and regulations and, to the extent consistent therewith, use all reasonable 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, licensors, licensees, distributors and others having business dealings with them with the intention that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, Gooder Agency and G&M shall not:
Conduct of Business by the Companies. Except as otherwise expressly permitted by this Agreement, as may be required by applicable law or as may be consented to in writing by Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.3, Seller shall cause the Companies to conduct their respective businesses in the ordinary course of business and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization and preserve its relationships with significant customers, suppliers, licensors, licensees, and others having business dealings with the Companies. Without limiting the generality of the foregoing, and except for matters as expressly contemplated or permitted by this Agreement, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall not, and shall not permit the Companies to:
Conduct of Business by the Companies. During the period from the Effective Date to the Closing, except as consented to in writing in advance by Purchaser, such consent not to be unreasonably withheld, conditioned, or delayed, or as otherwise required or permitted by this Agreement, or as set forth on Section 5.01 of the Parent Disclosure Letter, Parent shall cause the Companies to use commercially reasonable efforts to carry on the business of the Companies in the ordinary course of business consistent with past practice and to preserve intact the Companies’ business organization, maintain in effect all material Permits existing as of the Effective Date, preserve the Companies’ assets, rights, and properties in good repair and condition, and preserve the Companies’ relationships with customers, suppliers, and others having business dealings with them. In addition to and without limiting the generality of the foregoing, during the period from the Effective Date to the Closing, except as required or permitted by this Agreement, or as set forth on Section 5.01 of the Parent Disclosure Letter, the Parent shall cause the Companies not to do any of the following, without Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed:
Conduct of Business by the Companies. During the period from the date of this Agreement and continuing through the Closing Date, except as expressly required by this Agreement, or as set forth in Section 4.1 of the Company Disclosure Schedule, or with the prior written consent of Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall cause each of the Companies and the Companies' respective Subsidiaries to (x) carry on its business in the Ordinary Course of Business; (y) use commercially reasonable efforts to preserve its present business organization and relationships; and (z) use commercially reasonable efforts to preserve intact its business, operations, assets, rights, franchises, goodwill and relations with existing Clients and others with whom it conducts business. Notwithstanding any other provision of this Agreement, but subject to Section 4.20 hereof, Seller may, on or prior to the Closing Date, (A) sweep, or cause to be swept, all funds from bank accounts maintained by any of the Companies or their Subsidiaries or (B) otherwise transfer, or cause to be transferred, from any of the Companies and their Subsidiaries all cash and cash equivalents generated by the Companies and their Subsidiaries. Nothing contained in this Agreement shall (i) give Buyer, directly or indirectly, the right to control or direct the operations of the Companies or their Subsidiaries prior to the Closing or (ii) limit the ability of Seller to operate its businesses (other than the operations of the HFS Business which shall be conducted as required pursuant to the terms of this Agreement) subject to, in each case after the Closing, Sections 4.13 and 4.16. Without limiting the generality of the foregoing, and except as required by this Agreement or to comply with Applicable Laws or as expressly set forth in Section 4.1 of the Company Disclosure Schedule or consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing through the Closing Date, none of the Companies shall, and Seller shall cause each of the Companies and the Companies' respective Subsidiaries to not, directly or indirectly:
Conduct of Business by the Companies. (a) Except (i) as set forth on Section 6.1 of the Disclosure Schedule, (ii) as expressly permitted, required or contemplated by this Agreement, or (iii) as approved or consented to in writing by Purchaser, during the period commencing on the date hereof and ending on the Closing Date, Sellers will, and will cause the Companies to, conduct the Business in the ordinary course and consistent with past practice and in material compliance with all Laws applicable to the Business.
Conduct of Business by the Companies. During the period from the Effective Date to the Closing, except as consented to in writing in advance by Purchaser, such consent not to be unreasonably withheld, conditioned, or delayed, or as otherwise required or permitted by this Agreement, or as set forth on Section 5.01 of the Parent Disclosure Letter, Parent shall cause the Companies to use commercially reasonable efforts to carry on the business of the Companies in the ordinary course of business consistent with past practice and to preserve intact the Companies’ business organization, maintain in effect all material Permits existing as of the Effective Date, preserve the Companies’ assets, rights, and properties in good repair and condition, and preserve the Companies’ relationships with customers, suppliers, and others having business dealings with them. In addition to and without limiting the generality of the foregoing, during the period from the Effective Date to the Closing, except as required or permitted by this Agreement, or as set forth on Section 5.01 of the Parent Disclosure Letter, the Parent shall cause the Companies not to do any of the following, without Purchaser’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed: (a) amend, authorize, or propose to amend any of the Companies’ articles of incorporation or bylaws (or similar organizational documents); (b) either: (i) except for dividends paid to Parent, set any record or payment dates for, or make, declare, pay, or set aside for payment, any dividend on or in respect of, or declare or make any distribution (whether in cash, stock or property) on, any shares of capital stock or other equity interests of the Companies; (ii) purchase, redeem, or otherwise acquire, shares of capital stock or other equity interests or voting securities of the Companies or any options, warrants, or rights to acquire any such shares or other equity interests or voting securities, or (iii) split, combine, reclassify, or otherwise amend the terms of any capital stock or other equity interests or voting securities of the Companies, or issue or authorize the issuance of any other securities in respect of, in lieu of, or in substitution for shares of capital stock or other equity interests of the Companies; (c) issue, deliver, sell, grant, pledge, or otherwise encumber or subject to any Lien, any shares of the capital stock or other equity interests of the Companies, or any securities convertible into, or exchangeable...
Conduct of Business by the Companies. From the date hereof until the Closing Date, each of the Companies shall, except as required in connection with the transactions contemplated by this Agreement and except as otherwise consented to in writing by the Purchasers:
Conduct of Business by the Companies. During the period ------------------------------------ from the date of this Agreement and continuing through the Closing Date, except as expressly contemplated or permitted by this Agreement or with the prior written consent of Buyer, each of the Companies shall (a) carry on its business in the ordinary course consistent with past practice; (b) make all commercially reasonable efforts to preserve its present business organization and relationships; (c) make all commercially reasonable efforts to keep available the present services of its employees; and (d) make all commercially reasonable efforts to preserve its rights, franchises, goodwill and relations with its customers and others with whom it conducts business, consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Schedule 6.1, expressly permitted or contemplated by this Agreement or consented to in writing by Buyer, none of the Companies shall, directly or indirectly:
Conduct of Business by the Companies. During the period from the date of this Agreement to the Effective Time, each Company agrees, as to itself, that it shall, and shall cause each of its Subsidiaries to, carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent therewith, use commercially reasonable efforts (i) to preserve intact its current business organization, goodwill, ongoing businesses and its status as a REIT within the meaning of the Code, (ii) to preserve its current beneficial relationships with any Person with which such Company has material business relationships (including, without limitation, customers, suppliers, directors, officers and other employees if any), and (iii) to keep available the services of its officers and key employees, if any. 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 on Schedule 4.1 of the Disclosure Letter of such Company, or as otherwise contemplated by this Agreement, each Company agrees, as to itself, that it shall not, and shall cause each of its Subsidiaries, not to (and not to authorize or commit or agree to), unless each of the other Apple REITs, with the approval of their respective Special Committees, shall otherwise consent in writing:
Conduct of Business by the Companies. Since December 31, 2007, except for the Divestiture Transactions, all actions to be taken in connection therewith and all effects (legal, financial or other) thereof, and except for the declaration and payment of dividends, the Transferred Business has been conducted only in the Ordinary Course of Business, and neither Company has reduced its paid-up share capital or has issued or agreed to issue any equity securities.
