Common use of Conduct of Business of Purchaser Clause in Contracts

Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 8.3, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 8.3, nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with Purchaser’s Organizational Documents and IPO Prospectus, the deadline by which it much complete its Business Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.

Appears in 1 contract

Samples: Business Combination Agreement (Hainan Manaslu Acquisition Corp.)

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Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or as set forth on Schedule 8.3, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply in all material respects with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all use commercially reasonable measures necessary or appropriate efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 8.3, nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with Purchaser’s Organizational Documents the Purchaser Charter and IPO Prospectus, the deadline by which it much complete its Business Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.

Appears in 1 contract

Samples: Business Combination Agreement (Evo Acquisition Corp)

Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or Agreement, as set forth on Schedule 8.3Section 7.3 of the Purchaser Disclosure Schedules, or as required by applicable Law, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective its businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all use commercially reasonable measures necessary or appropriate efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective its material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 8.37.3, nothing in this Agreement shall prohibit or restrict Purchaser from extendingextending one or more times, in accordance with Purchaser’s Organizational Documents the Purchaser Charter and IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it much must complete its initial Business Combination (each, an “Extension”), and no consent of any other Party shall be required in connection therewith.. 58

Appears in 1 contract

Samples: Business Combination Agreement (Golden Star Acquisition Corp)

Conduct of Business of Purchaser. (a) Unless the Company Company, the Sellers and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or any Ancillary Document or as set forth on Schedule 8.3, or as required by applicable Law, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective its businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all commercially reasonable measures necessary or appropriate to preserve intact, in all material respects, their respective its business organizations, to keep available the services of their respective its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective its material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 8.3, nothing in this Agreement shall prohibit or restrict Purchaser from extending, in accordance with Purchaser’s Organizational Documents the Purchaser Memorandum and Articles and IPO Prospectus, the deadline by which it much must complete its Business Combination (an “Extension”), and no consent of any other Party shall be required in connection therewith.

Appears in 1 contract

Samples: Business Combination Agreement (Edoc Acquisition Corp.)

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Conduct of Business of Purchaser. (a) Unless the Company and Pubco shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the Interim Period, except as expressly contemplated by this Agreement or Agreement, as set forth on Schedule 8.37.3, or as required by applicable Law, Purchaser shall, and shall cause its Subsidiaries to, (i) conduct their respective its businesses, in all material respects, in the ordinary course of business consistent with past practice, (ii) comply with all Laws applicable to Purchaser and its Subsidiaries and their respective businesses, assets and employees, and (iii) take all use commercially reasonable measures necessary or appropriate efforts to preserve intact, in all material respects, their respective business organizations, to keep available the services of their respective its managers, directors, officers, employees and consultants, and to preserve the possession, control and condition of their respective its material assets, all as consistent with past practice. Notwithstanding anything to the contrary in this Section 8.37.3, nothing in this Agreement shall prohibit or restrict Purchaser from extendingextending one or more times, in accordance with Purchaser’s Organizational Documents the Purchaser Charter and IPO Prospectus, or by amendment to the Purchaser Charter, the deadline by which it much must complete its initial Business Combination (each, an “Extension”), and no consent of any other Party shall be required in connection therewith.. 41

Appears in 1 contract

Samples: Business Combination Agreement (East Stone Acquisition Corp)

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