Conduct of Business of the Corporation. (1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except (i) with the prior written consent of the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required by this Agreement, (iii) as required by applicable Law, including any COVID-19 Measures, (iv) as contemplated by any Pre-Acquisition Reorganization, or (v) as provided in Section 4.1 of the Corporation Disclosure Letter, the Corporation shall, and shall cause each of its Subsidiaries to (a) conduct business in the Ordinary Course and in accordance with all applicable Laws in all material respects, and (b) use commercially reasonable efforts to maintain and preserve, in the Ordinary Course, its and its Subsidiaries' respective business organization, operations, assets, properties, Authorizations, Intellectual Property, goodwill and relationships with its Employees, consultants, agents and independent contractors or those of any of its Subsidiaries, Governmental Entities, landlords, creditors, lessors, lessees, suppliers, licensors, licensees, strategic or alliance partners and other Persons, in each case with whom the Corporation or any of its Subsidiaries have material business relations.
Conduct of Business of the Corporation. (1) During the Interim Period, the Corporation shall, and the Vendors shall cause the Corporation to, conduct its operations in the ordinary and usual course of business.
Conduct of Business of the Corporation. Since the Financial Statement Date, the Sellers shall have caused the Corporation to conduct its operations only according to its ordinary and usual course of business and used their best efforts to preserve intact the Corporation's Business, kept available the services of its officers and employees and maintained satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with it. Since the Financial Statement Date, the Corporation has (a) not amended its articles of incorporation or bylaws, (b) maintained at their current levels the compensation payable or to become payable by the Corporation to any officer, employee or agent being paid $50,000 per year or more, other than adjustments to compensation which may have been made in the ordinary course of business consistent with the Corporation's past practices, (c) refrained from making any bonus, pension, retirement or insurance payment or arrangement to or with any such persons, (d) refrained from entering into any material Contract or commitment except Contracts in the ordinary course of business, (e) refrained from making any capital expenditures or commitments not necessary for the continued operations of the Corporation other than expenditures which may have been made in the ordinary course of business consistent with the Corporation's past practices, (f) refrained from declaring or paying any dividends or other distributions, (g) refrained from issuing, redeeming, transferring, selling or encumbering any shares of Stock or any securities exchangeable or convertible into shares of Stock and (h) refrained from taking any action, or omitting to take any action, which with the passage of time, would cause the representations and warranties contained in Article II hereof to be untrue or incorrect in any material respect.
Conduct of Business of the Corporation. The Corporation shall conduct its operations only according to its ordinary and usual course of business to preserve intact the Corporation's Business, keep available the services of its officers and employees and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them. In addition, the Corporation shall: (a) not amend its Articles of Incorporation or By-Laws, (b) maintain at their current levels the compensation payable or to become payable by the Corporation to any officer, employee or agent being paid $40,000.00 per year or more on June 30, 2001, other than adjustments to compensation which may have been made in the ordinary course of business consistent in nature and amount with the Corporation's past practices, (c) refrain from making any bonus, pension, retirement or insurance payment or arrangement to or with any such persons except those that may have already been accrued or those which are in the ordinary course of business consistent in nature and amount with the Corporation's past practices, (d) refrain from entering into any contract or commitment except contracts in the ordinary course of business, (e) refrain from making any change affecting any bank, safe deposit or power of attorney arrangements of the Corporation, (f) refrain from taking any of the actions referred to in Section 2.25 of this Agreement, and (g) refrain from taking any action, or omitted to take any action, which with the passage of time would cause the representations and warranties contained in Article II hereof to be untrue or incorrect.
Conduct of Business of the Corporation. (1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Corporation shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course, except (i) with the prior written consent of the Purchaser Parties (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required or permitted by this Agreement or the Plan of Arrangement, (iii) as required by Law or by a Governmental Entity, or (iv) as set out in Section 4.1(1) of the Corporation Disclosure Letter, and the Corporation shall use commercially reasonable efforts to maintain and preserve its and its Subsidiaries’ business organization, assets (including, for greater certainty, the Corporation Assets), goodwill and business relationships with other Persons with which the Corporation or any of its Subsidiaries have business relations.
Conduct of Business of the Corporation. The Corporation covenants and agrees that, during the period from the date of this Agreement to the time (the "Effective Time") of the first appointment or election to the Board of Directors of the Corporation (the "Board") of persons designated by the Purchaser, who at the time of the designation, represent the Applicable Percentage (as defined in Section 4.2) of the directors of the Corporation, except pursuant to the terms hereof, or unless the Purchaser shall otherwise agree in writing, the businesses of the Corporation and its subsidiaries shall be conducted only in, and the Corporation and its subsidiaries shall not take any action except in, the ordinary course of business and in a manner substantially consistent with past practice and in compliance with applicable laws; and the Corporation and its subsidiaries shall each use its reasonable efforts to preserve intact the business organization of the Corporation and its subsidiaries and to preserve the present relationships of the Corporation and its subsidiaries with customers, suppliers and other persons with which the Corporation or any of its subsidiaries has business relations. By way of amplification and not limitation, neither the Corporation nor any of its subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose or commit to do, anything which would cause any of the conditions set forth in section 3 of Schedule "A" to not be satisfied.
Conduct of Business of the Corporation. (1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is validly terminated in accordance with its terms (such period, the Interim Period), the Corporation shall, and shall cause its Subsidiaries to, (a) to conduct its business in the Ordinary Course and (b) use commercially reasonable efforts to maintain and preserve the current business organization, goodwill, assets and properties of the Corporation and its Subsidiaries, keep available the services of the Corporation Employees and maintain its relationships with the Corporation Employees, and maintain good relationships with suppliers, customers, landlords, creditors, distributors, joint venture partners and all other Persons having business relationships with the Corporation or its Subsidiaries, except, in each case, (i) as required by applicable Law, (ii) as required or expressly permitted by this Agreement, (iii) as set forth in Section 4.1(1) of the Corporation Disclosure Letter, or (iv) with the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or delayed).
Conduct of Business of the Corporation. (1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, the Corporation shall, and shall cause each of its Subsidiaries to, conduct business in the Ordinary Course, except as required or permitted by this Agreement, to the extent necessary to comply with Law (including any Law, order or directive by any Governmental Entity in response to COVID-19 (including as required to comply with “quarantine”, “stay at home”, “social distancing” and “travel restrictions” directives)) or a Governmental Entity or with the prior written consent of the Purchaser, acting reasonably, and to comply in all material respects with all applicable Laws. (2) Without limiting the generality of Section 4.1(1) and except as required or permitted by this Agreement, as required by Law or a Governmental Entity or with the prior written consent of the Purchaser, acting reasonably, the Corporation covenants and agrees that, until the earlier of the Effective Time or the time that this Agreement is terminated in accordance with its terms, the Corporation shall, and shall cause its Subsidiaries, to use commercially reasonable efforts to (i) maintain and preserve intact the current business organization and goodwill and assets of the Corporation and its Subsidiaries, keep available the services of the Corporation Employees, contractors and agents of the Corporation and its Subsidiaries and maintain good relations with, and the goodwill of, suppliers, customers, landlords, licensors, lessors, creditors, distributors and all other Persons having business relationships with the Corporation or any of its Subsidiaries, (ii) retain possession and
Conduct of Business of the Corporation. (1) The Corporation covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms (such period, the Interim Period), the Corporation shall, and shall cause its Subsidiaries to, (i) conduct its business in the Ordinary Course, and (ii) use commercially reasonable efforts to maintain and preserve the current business organization, goodwill, assets and properties of the Corporation and its Subsidiaries, keep available the services of the Corporation Employees and maintain its relationships with the Corporation Employees, maintain good relationships with suppliers, customers, landlords, creditors, distributors, joint venture partners and all other Persons having business relationships with the Corporation or its Subsidiaries, except, in each case of clause (i) or (ii), (A) as required by applicable Law, (B) as required or expressly permitted by this Agreement, (C) as set forth in Section 4.1(2) of the Corporation Disclosure Letter, (D) as necessary or advisable to comply with COVID-19 Measures, or (E) with the prior written consent of the Purchaser, acting reasonably (which consent shall not be unreasonably withheld, conditioned or delayed).
Conduct of Business of the Corporation. (a) During the period from the date of this Agreement to the Closing Date, except as permitted, required or specifically contemplated by, or otherwise described in, this Agreement or otherwise consented to or approved in writing by the Purchaser, the Seller (i) shall not vote the Class AC Shares in favor of any action that would cause, or that is part of a transaction that would cause, (ii) shall cause the directors of the Corporation who are also directors of the Seller not to vote in favor of any action that would cause, or that is a part of a transaction that would cause, and (iii) shall otherwise use its reasonable best efforts to cause the Corporation and each of its subsidiaries not to take any action that would cause, any of the representations or warranties with respect to the Corporation set forth in Article IV of this Agreement to be untrue or incorrect.
