Conduct of Business Pending the Mergers. Each of Pioneer, Pioneer USA and the Partnerships 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, they shall conduct their respective businesses only in the ordinary course of business and in a manner consistent with past practice, and they shall not take any action except for actions consistent with such practice. Each of Pioneer, Pioneer USA and the Partnerships shall use their respective reasonable best efforts to preserve intact the business organization of Pioneer, Pioneer USA and the Partnerships, to keep available the services of the present officers, employees and consultants of Pioneer, Pioneer USA and the Partnerships, and to preserve their relationships with customers, suppliers and other persons with which they have significant business dealings.
Conduct of Business Pending the Mergers. SECTION 6.01. CONDUCT OF BUSINESS BY B PENDING THE B MERGER. Prior to the Effective Time (except as expressly contemplated, required or permitted by this Agreement or any of the ancillary agreements, as set forth in SECTION 6.01 of the B Disclosure Schedule, or to the extent that the Company and A shall otherwise consent in writing, which consent shall not be unreasonably withheld):
Conduct of Business Pending the Mergers. Section 6.1 Conduct of the Company and its Subsidiaries 40 Section 6.2 Conduct of Parent and Merger Sub 44 Section 6.3 No Control of Other Party’s Business 44 ARTICLE VII ADDITIONAL AGREEMENTS Section 7.1 Stockholder Meeting; Proxy Material 45 Section 7.2 Efforts 46 Section 7.3 Access to Information 47 Section 7.4 Solicitation 47 Section 7.5 Director and Officer Liability 52 Section 7.6 Takeover Statutes 54 Section 7.7 Public Announcements 54 Section 7.8 Employee Matters 54 Section 7.9 Rule 16b-3 56 Section 7.10 Notification of Certain Matters 56 Section 7.11 Real Property Leases 56 Section 7.12 Certain Litigation 56 Section 7.13 Stock Exchange Delisting; Deregistration 56 Section 7.14 Resignation of Directors 56 Section 7.15 Financing and Payoff Documentation; Cooperation 56 Section 7.16 Alternative Plan Sponsor Agreement 63 ARTICLE VIII CONDITIONS TO THE MERGERS
Conduct of Business Pending the Mergers. Section 6.01 Conduct of Business by Company Parties Pending the Mergers. The Company Parties agree that, between the date of this Agreement and the Company Merger Effective Time, except as required or expressly permitted by this Agreement or as set forth in Section 6.01 (and any subsection thereto) of the Disclosure Schedule or with the prior written consent of Parent the businesses of the Company, the U.S. Subsidiaries, and the Foreign Subsidiaries shall be conducted in, and the Company, the U.S. Subsidiaries and the Foreign Subsidiaries shall not take any action, except in the ordinary course of business consistent with past practice; and the Company Parties shall and shall cause the U.S. Subsidiaries and the Foreign Subsidiaries to use commercially reasonable efforts to conduct their operations in compliance with applicable Laws and to maintain and preserve substantially intact the business organization of the Company, the U.S. Subsidiaries and the Foreign Subsidiaries, to retain the services of their current officers and key employees, to preserve their assets and properties in good repair and condition and to preserve the goodwill and current relationships of the Company, the U.S. Subsidiaries, and the Foreign Subsidiaries with lessees and other persons with which the Company, any U.S. Subsidiary or any Foreign Subsidiary has significant business relations. Except as otherwise required or expressly permitted by this Agreement, as requested by any of the Buyer Parties, or as set forth in Section 6.01 (and any subsection thereto) of the Disclosure Schedule, neither the Company, any U.S. Subsidiary, nor any Foreign Subsidiary shall do, and with respect to JV Entities in which the Company, a U.S. Subsidiary or a Foreign Subsidiary is not the managing member or general partner, none of the Company, any U.S. Subsidiary or any Foreign Subsidiary shall consent or withhold consent, as the case may be (provided such JV Entity shall only be required to consent or withhold consent, as the case may be, to the extent it has an express contractual consent right with respect to the matters set forth below) to such JV Entity doing, between the date of this Agreement and the Company Merger Effective Time, any of the following without the prior written consent of Parent; provided, however, that consent of Parent shall be deemed to have been given if Parent does not object within four (4) days from the date on which a written request for such consent is provided by the C...
Conduct of Business Pending the Mergers. SECTION 6.1 - Conduct of Business of Telco. Telco covenants ---------------------------- and agrees that, between the date of this Agreement and the Effective Time, unless EXCEL shall otherwise consent in writing, and except as described on Schedule 6.1 hereto or as otherwise expressly contemplated hereby, the business of Telco and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and Telco and its Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers, significant suppliers and with other persons with whom they have significant business relations. By way of amplification and not limitation, except as set forth on Schedule 6.1 hereto or as otherwise expressly contemplated by this Agreement, Telco agrees on behalf of itself and its Subsidiaries that they will not, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of EXCEL:
Conduct of Business Pending the Mergers. During the period from the date of this Agreement to the Effective Time, the Company agrees to conduct its business, and to cause the Company Subsidiaries (as defined in the Master Agreement) to conduct their respective businesses, and to observe all of the agreements, covenants and obligations, and to cause each of the Company Subsidiaries to observe all the agreements, covenants and obligations, in the manner described in Section 7 of the Master Agreement, and such agreements, covenants and obligations are hereby incorporated herein by reference with the same force and effect as if set forth herein.
Conduct of Business Pending the Mergers. Section 7.1 Conduct of Business by Dynegy Pending the DAC Merger. From the date hereof until the Effective Time, unless Illinova otherwise agrees in writing, or except as listed in the Dynegy Disclosure Schedule or as otherwise contemplated by this Agreement, Dynegy will conduct, and will cause its Subsidiaries to conduct, its business in the ordinary course consistent with past practice and will use, and will cause each of its Subsidiaries to use, all reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of its key employees, directors and officers, subject to the terms of this Agreement. Except as listed in the Dynegy Disclosure Schedule or as otherwise provided in this Agreement, and without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the written consent of Illinova, which consent will not be unreasonably withheld:
Conduct of Business Pending the Mergers. 37 6.1 Conduct of Business by the La Quinta Entities 37 6.2 Certain Tax Matters 42 6.3 Conduct of Business by Parent, Company MergerCo and Properties MergerCo Pending the Mergers 42 ARTICLE VII ADDITIONAL AGREEMENTS 42 7.1 Stockholders Meeting 42 7.2 Other Filings 45 7.3 Additional Agreements 46 7.4 Fees and Expenses 47 7.5 No Solicitations 47 7.6 Officers’ and Directors’ Indemnification and Insurance 49 7.7 Access to Information; Confidentiality 51 7.8 Public Announcements 52 7.9 Employee Benefit Arrangements 52 7.10 Required Financing 54 7.11 Transfer Taxes 55 7.12 Resignations 56 7.13 Redemption of Series A Preferred Stock 56 7.14 Takeover Statutes 56
Conduct of Business Pending the Mergers. Section 5.1 Conduct of Business of the Company. After the date hereof and prior to the Effective Time of the First Merger or earlier termination of this Agreement, the Company agrees, each as to itself and to each of its subsidiaries, except as expressly contemplated or permitted in this Agreement and except as expressly contemplated or permitted in Section 5.1 of the Company Disclosure Schedule, or to the extent Parent otherwise consents in writing (which consent as to matters described in clause (m) shall not be unreasonably withheld):
Conduct of Business Pending the Mergers. SECTION 6.01. Conduct of Business by the Company Pending the Mergers. 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 covenants and agrees that, unless Parent shall otherwise agree in writing or as required or permitted under this Agreement, the Company shall conduct its business and shall cause the business of its subsidiaries to be conducted only in, and the Company and its subsidiaries shall not take any action, except in the ordinary course of business and in a manner consistent with past practice; and the Company shall use all commercially reasonable efforts to preserve substantially intact the business organization of the Company and its subsidiaries, to keep available the services of the present officers, employees and consultants of the Company and its subsidiaries and to preserve the present relationships of the Company and its subsidiaries with customers, suppliers and other persons with which the Company or any subsidiary has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement and except for transfers of cash among the Company and its wholly-owned subsidiaries pursuant to the Company's ordinary cash management policies as disclosed in Section 6.01 of the Company Disclosure Schedule, neither the Company nor any subsidiary shall, 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 Parent:
