Conduct of Business Pending the Merger Sample Clauses


Conduct of Business Pending the Merger. Except as expressly permitted by clauses (i) through (xix) of this Section 4.1, during the period from the date of this Agreement through the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, in all material respects carry on its business in the ordinary course of its business as currently conducted and, to the extent consistent therewith, use reasonable best efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement or as set forth in Section 4.1 of the Company Letter (with specific reference to the applicable subsection below), the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent:


Conduct of Business Pending the Merger (a) Conduct of Business by the Company. From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated in accordance with Section 7.1 (the “Termination Date”), except (w) as may be required by applicable Law, (x) as may be contemplated, permitted or required by this Agreement, (y) as may be consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (z) as set forth in Section 4.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having dealings with it, in each case in all material respects, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time; provided, however, that no action by the Company or any of its Subsidiaries with respect to actions taken in accordance with clauses (i) through (xvi) of this Section 4.1(a) shall be deemed to be a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality of the foregoing, and except (x) as may be contemplated, permitted or required by this Agreement, (y) as may be consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (z) as set forth in Section 4.1 of the Company Disclosure Letter (with specific reference to the applicable subsection below), from and after the date hereof and prior to the Effective Time or the Termination Date, the Company shall not, and shall not permit any of its Subsidiaries to:

Conduct of Business Pending the Merger. AeroAstro and each Principal Shareholder covenants and agrees that, prior to the Effective Time, unless Radyne otherwise agrees in writing or as otherwise expressly contemplated or permitted by this Agreement:

Conduct of Business Pending the Merger. SECTION 6.1 — Conduct of Business by C-COR Pending the Merger. C-COR covenants and agrees that, except as contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement, unless ARRIS shall otherwise consent in writing (which consent shall not be unreasonably withheld), C-COR shall conduct its business and shall cause the businesses of its Subsidiaries to be conducted only in, and C-COR and its Subsidiaries shall not take any action except in, the ordinary course of business and in the manner consistent with past practice; and C-COR shall use reasonable commercial efforts to preserve substantially intact the business organization of C-COR and its Subsidiaries, to keep available the services of the present officers, employees and consultants of C-COR and its Subsidiaries and to preserve the present relationships of C-COR and its Subsidiaries with customers, suppliers and other persons with which C-COR or any of its Subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, neither C-COR nor any of its Subsidiaries shall, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Merger, directly or indirectly do, or propose to do, any of the following without the prior written consent of ARRIS (which consent shall not be unreasonably withheld):

Conduct of Business Pending the Merger. Except as otherwise contemplated by this Agreement, Overstock.com shall not, between the Execution Date and the Effective Time, directly or indirectly do, or propose to do, any of the following without prior written consent of Gear.com, which consent shall not be unreasonably withheld or delayed:

Conduct of Business Pending the Merger. Except (x) as expressly permitted, contemplated or required by this Agreement or required by applicable Law, (y) as set forth in Section 5.1 of the Company Disclosure Letter or (z) with the consent in advance in writing by Parent (such consent not to be unreasonably withheld or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Closing Date:

Conduct of Business Pending the Merger. After the date hereof and prior to the Closing Date or earlier termination of this Agreement, except (i) as set forth in Section 6.1 of the Company Disclosure Schedule or the Acquiror Disclosure Schedule, as applicable, (ii) in connection with specific actions that a party is explicitly required or permitted to take pursuant to this Agreement or (iii) to the extent that the other party hereto shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), each of the Company and Acquiror shall, and shall cause each of its subsidiaries to:


Conduct of Business Pending the Merger. Each party covenants and agrees that, except for the transactions contemplated in or by this Agreement, the Convera Contribution Agreement, the Merger Proxy, and the UK Restructuring and the Second Restructuring, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless the other parties shall otherwise agree in writing, it shall conduct its business and shall cause the businesses of its Subsidiaries to be conducted only in, and such party and its Subsidiaries shall not take any action except in, and shall cause its Subsidiaries not to take any action except in, the ordinary course of business and in a manner consistent with past practice and in compliance in all material respects with all applicable laws and regulations; and each party and its Subsidiaries shall use reasonable best efforts to preserve substantially intact the business organization of such party and its Subsidiaries, to keep available the services of the current officers, employees and consultants of such party and its Subsidiaries and to preserve the present relationships of such party and its Subsidiaries with customers, suppliers and other persons with which such party or any of its Subsidiaries has significant business relations. The parties agree that the individuals identified in Section 5.1(a) of the FL Disclosure Schedule and Section 5.1(a) of the Convera Disclosure Schedule shall be authorized to provide the agreement of such respective party to the various acts of such party contemplated by this Section 5.1 during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time. By way of amplification and not limitation, (a) except as contemplated in or by this Agreement, the Convera Contribution Agreement, the Merger Proxy and the UK Restructuring and the Second Restructuring, and (b) as set forth in Section 5.1(b) of the FL Disclosure Schedule and Section 5.1(b) of the Convera Disclosure Schedule, each not shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the other parties:

Conduct of Business Pending the Merger. Except as (x) otherwise expressly contemplated by this Agreement, (y) required by the terms of any Contract existing on the date hereof between Parent or any of its Subsidiaries and any other Person or (z) as otherwise set forth in Section 4.2 of the Parent Letter, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed):

Conduct of Business Pending the Merger. Each of PLP, PRP-GP and FMRP covenants and agrees that, between the date of this Merger Agreement and the Closing Date, unless the other parties shall otherwise agree in writing or as otherwise contemplated in this Merger Agreement, it shall conduct its businesses only in the ordinary course of business and in a manner consistent with past practice, and it shall not take any action except for actions consistent with such practice. Each of PLP, PRP-GP and FMRP shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its present officers, employees and consultants, and to preserve its relationships with customers, suppliers and other persons with which it has significant business dealings. IMC covenants and agrees that, between the date of this Merger Agreement and the Closing Date, unless the other parties shall otherwise agree in writing or as otherwise contemplated in this Merger Agreement, it shall not take any action outside of the ordinary course of business which could reasonably be expected to imperil the consummation of the Merger and the transactions contemplated hereby; provided, however, that, notwithstanding the foregoing, IMC shall be permitted to take any action that is not prohibited by the Agreement and Plan of Merger and Contribution, dated as of January 26, 2004, by and among IMC, Global Nutrition Solution, Inc. GNS Acquisition Corp., Cargill, Incorporated and Cargill Fertilizer Inc., a copy of which is attached hereto as Exhibit B.