Common use of Conduct of Business Pending the Effective Time Clause in Contracts

Conduct of Business Pending the Effective Time. At all times from the execution of this Agreement until the Effective Time, except as set forth in Section 6.1 of the Seller Disclosure Schedule or as expressly permitted or required elsewhere in this Agreement, Seller shall, and shall cause each Subsidiary of Seller to, conduct its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Laws (including the rules of NASDAQ, excluding any stockholder voting requirements contained therein) and accounting standards (including GAAP), and use commercially reasonable efforts in light of its available cash to, preserve substantially intact its business organizations and goodwill, keep available the services of its officers and employees and preserve the relationships with those Persons having business dealings with Seller or any Subsidiary of Seller. Furthermore, except as set forth in Section 6.1 of the Seller Disclosure Schedule or as expressly permitted elsewhere in this Agreement, Seller agrees not to take any of the following actions (and to cause each Subsidiary of Seller not to take such actions) without the prior written consent of Parent (which will not be unreasonably withheld):

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp), Agreement and Plan of Merger (Kenexa Corp)

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Conduct of Business Pending the Effective Time. At all times from the execution of this Agreement until the Effective Time, except as set forth in Section 6.1 of the Seller Disclosure Schedule or as expressly permitted or required elsewhere in this Agreement, Seller shall, and shall cause each Subsidiary of Seller its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Laws (including the rules of NASDAQ, excluding any stockholder voting requirements contained therein) and accounting standards (including GAAP)Laws, and use commercially reasonable efforts in light of its available cash to, preserve substantially intact its business organizations and goodwill, keep available the services of its officers and employees and preserve the relationships with those Persons having business dealings with Seller or any Subsidiary of Sellerits Subsidiaries. Furthermore, except as set forth in Section 6.1 of the Seller Disclosure Schedule or as expressly permitted elsewhere in this Agreement, Seller agrees not to take any of the following actions (and to cause each Subsidiary of Seller its Subsidiaries not to take such actions) without the prior written consent of Parent (which will not be unreasonably withheld):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (BladeLogic, Inc.), Agreement and Plan of Merger (BMC Software Inc)

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Conduct of Business Pending the Effective Time. At all times from the execution of this Agreement until the earlier of the termination of this Agreement upon its terms or the Effective Time, except as set forth in Section 6.1 of the Seller Disclosure Schedule or as expressly permitted or required elsewhere in this Agreement, Seller shall, and shall cause each Subsidiary of Seller its Subsidiaries to, conduct its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Laws (including the rules of NASDAQ, excluding any stockholder voting requirements contained therein) and accounting standards (including GAAP)Laws, and use commercially reasonable efforts in light of its available cash to, to preserve substantially intact its business organizations and goodwill, keep available the services of its officers and employees and preserve the relationships with those Persons having business dealings with Seller or any Subsidiary of Sellerits Subsidiaries. Furthermore, until the earlier of the termination of this Agreement upon its terms or the Effective Time, except as set forth in Section 6.1 of the Seller Disclosure Schedule or as expressly permitted elsewhere in this Agreement, Seller agrees not to take any of the following actions (and to cause each Subsidiary of Seller its Subsidiaries not to take such actions) without the prior written consent of Parent (which will not be unreasonably withheld):Parent:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Med Technologies Inc)

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