Conduct of Company’s Business. Except as otherwise provided in, contemplated by or permitted by this Agreement, or as set forth in Section 5.1 of the Company Disclosure Schedule, between the date hereof and the Effective Time, the Company shall, and shall cause its Subsidiaries, (i) to operate their respective businesses in the Ordinary Course of Business, and (ii) to use all commercially reasonable efforts to preserve intact their business relationships with customers and other third parties, and keep available the service of their current officers and employees. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule or consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed), prior to the Effective Time the Company shall not, and shall not permit any of its Subsidiaries to:
Conduct of Company’s Business. From the date of this Agreement through the Closing, the Company (a) shall maintain its existence and carry on its business in the Ordinary Course and, to the extent consistent therewith, (b) shall use commercially reasonable efforts to preserve its business relationships to the end that its goodwill and ongoing business shall continue at the time of the Closing and (c) shall preserve the Company’s status as a REIT within the meaning of the Code and shall not take or omit to take any action, or permit any status to exist, that would likely jeopardize, or is inconsistent with, the Company’s status as a REIT for any period; provided, however, that taking actions required by this Agreement or at the direction of Parent or Sub (or refraining from taking actions prohibited by this Agreement) shall not constitute a breach by the Company. The Company shall promptly answer any reasonable inquiries of Parent with respect to operational matters and promptly advise Parent orally and in writing of any Material Adverse Effect or any matter which would reasonably be expected to result in the Company being unable to deliver the certificate described in Section 5.3(d). Without limiting the generality of the foregoing, during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, except as otherwise contemplated by this Agreement or as set forth on Schedule 4.7 of the Company Letter or is necessary to preserve the Company’s REIT status, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent:
Conduct of Company’s Business. Unless the Designated Representative gives his prior written consent for actions to be taken to the contrary, from the date of this Agreement and until the Closing or termination of this Agreement, whichever first occurs, the Company shall, and the Stockholders shall take no action to prevent or delay the Company from being able to:
Conduct of Company’s Business. During the period from the date of this Agreement to the Effective Time, the Company shall carry on its business in the Ordinary Course and, to the extent consistent therewith, use all reasonable efforts to preserve intact its current business organizations, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as disclosed in Section 6.1 of the Company Disclosure Schedule, the Company shall not, without the prior written approval of Parent:
Conduct of Company’s Business. Except as otherwise provided in, contemplated by or permitted by this Agreement, or as set forth in Schedule 5.1, or with the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed) between the date hereof and the Effective Time, the Company shall:
Conduct of Company’s Business. During the period from the date hereof to the Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to its terms (“Pre-Closing Period”), the Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to (a) carry on their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (b) consistent with past practices and policies, preserve intact the Company’s and each of the Company Subsidiary’s current business organizations, keep available the services of their respective current officers and employees and preserve their respective relationships with customers, suppliers and others having business relationships with them, and (c) promptly notify Buyer of any event or occurrence that will have or could reasonably be expected to have a Company Material Adverse Effect. In addition, during the Pre-Closing Period, the Company, except as set forth on Schedule 5.1 or as required by this Agreement, shall not, and shall cause each Company Subsidiary not to:
Conduct of Company’s Business. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as expressly contemplated by this Agreement or disclosed on any Schedule hereto, RHP shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following, without the prior written consent of QuadraMed, which consent shall not be unreasonably withheld:
Conduct of Company’s Business. Except as set forth in Section 7.1 of the Company Disclosure Letter, between the date hereof and the Closing Date, except with the prior written consent of Healtheon/WebMD or as expressly contemplated by this Agreement, Company shall, and shall cause its Subsidiaries to:
Conduct of Company’s Business. Except as contemplated by this Agreement and for the performance of the transactions contemplated hereunder, during the period from the Execution Date to the Closing Date, Company will conduct its business solely within the normal course of business and will not undertake any transaction nor incur any liability other than those arising from the ordinary and normal course of business or agreed in advance with Parent. During such period Company will operate its business in the usual and ordinary course and in substantially the same manner that it has previously been conducted, and Company will use best efforts to retain the services of its present employees and relationships with its present customers. Notwithstanding the foregoing, Company would not be allowed, without the consent of Parent, to: amend its organizational documents; declare or pay any dividends (other than payment of accrued accumulated dividends payable to the holders of Series A Preferred (the “Series A Preferred Dividend;” as of June 30, 2004, the accrued Series A Preferred Dividend is approximately $119,438, but will accrue thereafter at the rate of 6.25% per annum until Closing), which is hereby expressly permitted); merge or consolidate with another person; lease, license, encumber or dispose of any assets, other than the grant of software licenses in the ordinary course of conducting its business; amend or enter into any Material Agreements with customers; or take or agree to take any action that would have a Material Adverse Effect on the transaction contemplated under this Agreement.
Conduct of Company’s Business. Pending the Closing. From the date hereof until the Closing (as hereinafter defined), and except as otherwise consented to or approved by Purchaser, Seller shall endeavor to cause the Company to operate its business in the ordinary course in accordance with the reasonable judgment of its management diligently and in good faith, consistent with past management practices, and will endeavor to cause the Company to continue to use its reasonable efforts to preserve its present relationships with persons having business dealings with it and to refrain from any extraordinary transactions.
