Conduct of Business Pending the Transaction. The Seller covenants and agrees with the Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Seller will comply with each of the following:
Conduct of Business Pending the Transaction. Prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless the Seller shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement, the Purchaser will comply with each of the following: The business of the Purchaser will be conducted only in the ordinary and usual course, the Purchaser shall keep intact the business organization and goodwill of the Purchaser's business, keep available the services of the employees of the Purchaser and maintain good relationships with suppliers, lenders, creditors, distributors, employees, customers and others having business or financial relationships with the Purchaser, and the Purchaser shall immediately notify the Seller of any event or occurrence or emergency material to, and not in the ordinary and usual course of business of, the Purchaser;
Conduct of Business Pending the Transaction. CERES and those Shareholders listed on Exhibit A, to the extent within each Shareholder’s control, covenant and agree with MACH ONE that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless MACH ONE shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, CERES and those Shareholders listed on Exhibit A, to the extent within each Shareholder’s control, will comply with each of the following:
Conduct of Business Pending the Transaction. AC and the Stockholder, covenant and agree with ACI INC that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless NEWCO shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, AC and the Stockholder, will comply with each of the following:
Conduct of Business Pending the Transaction. Prior to the ------------------------------------------- consummation of the transaction or the termination of this Agreement pursuant to its terms, the Target shall, and each of the officers and directors of the Target shall cause the Target to, carry on its business only in the usual, regular and ordinary course and in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Date, unless the Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise provided in or contemplated by this Agreement:
Conduct of Business Pending the Transaction. 2050 MOTORS and those Shareholders listed on Exhibit A, to the extent within each Shareholder’s control, covenant and agree with ZXXXXXXXX that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless ZXXXXXXXX shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, 2050 MOTORS and those Shareholders listed on Exhibit A, to the extent within each Shareholder’s control, will comply with each of the following:
Conduct of Business Pending the Transaction. The Seller agrees with Capsalus that, prior to the consummation of the transaction called for by this Agreement, and Closing, or the termination of this Agreement pursuant to its terms, unless Capsalus shall otherwise consent in writing, and except as otherwise contemplated by this Agreement, the Seller, will have the Company comply with each of the following:
Conduct of Business Pending the Transaction. (a) Xxxxxxx Xxxxx covenants and agrees that, between the date hereof and the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with ARTICLE VIII (such period being hereinafter referred to as the “Interim Period”), except as expressly required by this Agreement, or as required by applicable or unless Issuer shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, shall cause Scient’x and its Subsidiaries: (i) to conduct its business only in the ordinary course of business, consistent with past practice and according to the revised budget set forth in the Company Disclosure Schedule, provided however appropriate financing is authorized by Luxco; (ii) not to take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) to use its commercially reasonable efforts to preserve intact its business organization and preserve the relationship with customers, licensees, suppliers and other Persons with which it has business or employment relations. By way of amplification and not limitation, except as expressly permitted by this Agreement, Xxxxxxx Xxxxx shall cause the Company, Scient’x and the Subsidiaries of Scient’x, during the Interim Period, not to directly or indirectly, do any of the following without the prior written consent of Issuer, which consent shall not be unreasonably withheld, conditioned or delayed:
Conduct of Business Pending the Transaction. HPC covenants and agrees to cooperate with Xxxxxxx Xxxxx in carrying out all his obligations under Section 5.1 of the OC Acquisition Agreement.
Conduct of Business Pending the Transaction. (a) Each of Sellers on the one-hand, and Navios on the other, covenants and agrees that, between the date hereof and the earlier to occur of the Closing Date or such earlier time as this Agreement is terminated in accordance with Article VII (such period being hereinafter referred to as the “Interim Period”), except as expressly required by this Agreement (including as required in connection with the Horamar Reorganization) or unless the other shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, each shall cause Nauticler and the Horamar Entities or CNSA, as appropriate: (i) to conduct its business only in the ordinary course of business, consistent with past practice and according to the plans previously made available to the other; (ii) not to take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) to use its reasonable best efforts to preserve intact its business organization, properties and assets, keep available the services of their officers, employees and consultants, maintain in effect all Horamar Material Contracts or CNSA Material Contracts, as applicable, and preserve their relationships, customers, licensees, suppliers and any other Persons with which it has business relations. By way of amplification and not limitation, except as expressly permitted by this Agreement or as necessary to implement the Horamar Reorganization, neither Nauticler (nor any of the Horamar Entities, which, for purposes of this Section shall include those entities that are to become Horamar Entities on or before the Closing as part of the Horamar Reorganization) nor CNSA shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Navios or the Sellers, as applicable:
