Conduct of Business of the Acquired Companies Sample Clauses

Conduct of Business of the Acquired Companies. Except as contemplated or permitted by this Agreement (including the transactions contemplated by Section 4.8), as set forth in Section 4.1 of the Sellers’ Disclosure Letter, any actions related to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptions, the “Ordinary Course Exceptions”), from the date hereof to the Closing Date, Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to conduct their business in all material respects in the ordinary course. Without limiting the foregoing, from the date hereof to the Closing Date, except for the Ordinary Course Exceptions, Sellers shall not permit any Acquired Company or Acquired Company Subsidiary to take any of the following actions, without the prior consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned:
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Conduct of Business of the Acquired Companies. Except as otherwise consented to by Purchaser in writing, or as required or expressly permitted by this Agreement or the MOU, during the period from the date hereof to the Closing Date, Sellers will (a) take all steps as may reasonably be required to cause each Acquired Company to (i) conduct its business and operations only in the ordinary and usual course and in a manner consistent with prior practice, including its past practices with respect to claims settlements, (ii) perform in all material respects all of its obligations under all agreements and commitments referred to in Section 3.1.8, (iii) maintain, keep and preserve its assets and properties in good condition and repair ordinary wear and tear excepted, and maintain insurance thereon in accordance with its past practices and (iv) inform promptly Purchaser of any material adverse change in the business, operations, assets or financial condition, of such Acquired Company, and (b) without limiting the generality of the foregoing, take all steps as may reasonably be required to cause such Acquired Company not to (i) issue any insurance policy or enter into any reinsurance agreement or commit to issue any insurance policy or to enter into any reinsurance agreement, (ii) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (A) additional shares of capital stock of any class, or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities or (B) any other securities in respect of, in lieu of or in substitution for shares outstanding on the date hereof, (iii) declare or set aside any dividend or other distribution on any shares of its capital stock, (iv) authorize, recommend or propose or enter into an agreement with respect to, any merger, consolidation or business combination, any acquisition of a material amount of assets or securities or any change in its capitalization (except that Sellers may seek to liquidate or merge into AARe The 1792 Company prior to the Closing), (v) propose or adopt any amendments to its charter or by-laws, (vi) except in the ordinary course of business consistent with past practices, increase the amount payable by such Acquired Company with respect to the wages, compensation or other benefits payable or to become payable to any employees of any of the Acquired Companies or of the Sellers or their respective Affiliates performing administrative services for such Acquired C...
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Conduct of Business of the Acquired Companies. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time,(a) the Target shall, and shall cause each Target Subsidiary to, conduct its business and operations only in the ordinary course and, without the prior written consent of the Company, the Target shall not, and shall ensure that the Target Subsidiaries do not, undertake any of the actions specified in Section 5.11 other than in the ordinary cause of business and (b) the Company shall, and shall cause each of its subsidiaries to, conduct its business and operations only in the ordinary course.
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Conduct of Business of the Acquired Companies. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except (i) as otherwise contemplated hereby, (ii) as set forth in the Seller Disclosure Schedules, (iii) as required by any Law applicable to Sellers, any Acquired Company, the JV or the assets or operation of the business of Sellers, any Acquired Company or the JV or any Contract to which an Acquired Company is party or by which any of the Acquired Companies’ or the JV’s assets or properties are bound, (iv) as set forth in the Restructuring Plan as in effect on the date hereof, or (v) consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Buyer to respond to such a request for consent within five (5) Business Days thereafter shall be deemed to constitute consent), Sellers shall cause the Acquired Companies to use commercially reasonable efforts to operate the Acquired Companies’ business in the ordinary course of business.
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Conduct of Business of the Acquired Companies. During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Section 7.1, except (a) as expressly required by this Agreement, (b) as set forth in Section 5.1 of the Seller Disclosure Schedule, (c) actions set forth in Section 5.1(1) of the Seller Disclosure Schedule, (d) in accordance with a Contagion Protocol (i) that has been implemented by the Seller or the Acquired Companies prior to the date hereof and (ii) the material terms of which have been made available to Buyer prior to the date hereof (in each case of clauses (i) and (ii), with respect to the Acquired Companies or the Acquired Companies’ businesses), (e) as required by Applicable Law or order of a Governmental Entity, or (f) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall cause each of the Acquired Companies to conduct its business in the ordinary course of business and to refrain from taking any of the following actions and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use its reasonable best efforts to maintain its and its Subsidiaries’ respective relations and goodwill with Governmental Entities, customers, suppliers, insurers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates:
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Conduct of Business of the Acquired Companies. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except (i) as otherwise expressly required by this Agreement (including with respect to the Pre-Closing Restructuring) or to the extent relating exclusively to the Excluded Business, (ii) as set forth in Section 5.1(b) of the Seller Disclosure Schedules, (iii) as required by any Law or Order (including any COVID-19 Measures) applicable to Seller or the Acquired Companies or the assets, or operation of the Business, (iv) for actions taken in Seller’s reasonable judgment that are necessary to protect the health and safety of the employees of any Acquired Company in response to the COVID-19 Pandemic or any COVID-19 Measures (with prompt notice of any material action taken in connection therewith made to Buyer to the extent practicable), or (v) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the Acquired Companies to (A) operate the Business in the ordinary course of business consistent with past practice; (B) use commercially reasonable efforts to maintain and preserve the Business’s organizations, assets and technology; and (C) use commercially reasonable efforts to maintain and preserve the Business’s relationships and good will with customers, suppliers and others having material business dealings with the Business.
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Conduct of Business of the Acquired Companies. Except as permitted or contemplated by this Agreement or as required by applicable law or governmental regulation, during the period from the date of this Agreement through the Effective Time (the "Pre‑Closing Period"), without Parent's prior consent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall use commercially reasonable efforts to: (i) conduct the business of the Acquired Companies in the ordinary course in all material respects; (ii) maintain and preserve substantially intact the business organization of the Acquired Companies and the goodwill of those having business relationships with the Acquired Companies; and (iii) retain the services of the officers of the Company and the Key Employees of the Company and the other Acquired Companies. Without limiting the generality of the foregoing, except as permitted or contemplated by this Agreement, as set forth in Schedule 5.1, or as required by applicable law or governmental regulation, during the Pre‑Closing Period, no Acquired Company shall, without Parent's prior consent (which consent shall not be unreasonably withheld, delayed or conditioned):
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Conduct of Business of the Acquired Companies. From the Effective Date to the Closing, the Company will and Sellers and the Company will cause the Acquired Companies to (a) conduct their operations only in the ordinary course of business consistent with past practices and in accordance with all Laws and Restrictions; (b) use their commercially reasonable efforts to preserve intact its business organization, keep available the services of its officers and employees and maintain satisfactory relationships with customers, suppliers, Payors, subcontractors and others having business relationships with it; and (c) not willfully take or omit to take, agree to take or omit to take, or permit any action to be taken or not taken that could cause any of the representations or warranties of the Company or Sellers to be untrue or incorrect in any material respect, or that could cause a material violation in any respect of any covenant, term or condition to be complied with, fulfilled or performed by the Company or Sellers under this Agreement. From the Effective Date to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), except as contemplated by this Agreement, the Company will not and Sellers and the Company will cause the Acquired Companies not to
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Related to Conduct of Business of the Acquired Companies

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Conduct of Business of the Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business, and Parent shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement ----------------------------------- until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (a) operate its business only in the usual, regular, and ordinary course, (b) preserve intact its business organization and Assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (ii) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

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