Common use of Conduct of Parent Clause in Contracts

Conduct of Parent. From the date of this Agreement until the Effective Time except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall, and shall cause each of its Subsidiaries to conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its business organization and (ii) maintain generally its business relationships with its customers, lenders, suppliers and others having business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operations. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (CAREFUSION Corp), Agreement and Plan of Merger (GameStop Corp.), Agreement and Plan of Merger (Geeknet, Inc)

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Conduct of Parent. From During the date of this Agreement until the Effective Time Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall, and shall cause each of its Subsidiaries to conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use its commercially reasonable best efforts to (i) preserve intact its business organization and (ii) maintain generally its business relationships with its customers, lenders, suppliers and others having business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operations. Without In addition, without limiting the generality of the foregoing, from during the date of this Agreement until the Effective TimePre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mavenir Systems Inc), Agreement and Plan of Merger (Mitel Networks Corp)

Conduct of Parent. From the date of this Agreement hereof until the Effective Time except as expressly contemplated by this Agreement or the Contribution Agreement or the Investment Agreement, to effect the Equity Exchange, the Equity Issuance, the Bright House Transactions, or as set forth in Section 7.01 of the Parent Disclosure LetterSchedule, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or OrderApplicable Law, Parent shall, and shall cause each of its Subsidiaries to to, conduct its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, and use its commercially reasonable efforts to (i) preserve intact its business organization and organization, (ii) maintain generally in effect all of its business material foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations, and (iii) maintain its existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operations. Without limiting the generality of the foregoing, from the date of this Agreement hereof until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure LetterSchedule, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or OrderApplicable Law, from the date hereof until the Effective Time Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Mergers (Time Warner Cable Inc.), Agreement and Plan of Mergers (Charter Communications, Inc. /Mo/)

Conduct of Parent. From For the date of this Agreement until the Effective Time Pre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 7.01 6.01 of the Parent Disclosure LetterSchedule, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) ), or as required by applicable Law or Order, Parent shall, and shall cause each of its Subsidiaries to to, conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its business organization organization, goodwill and reputation, (ii) maintain generally preserve in all material respects its business relationships with its customers, lenders, suppliers suppliers, licensors, licensees, distributors and others having business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operationsoperations and (iii) keep available its current officers and key employees. Without In addition, without limiting the generality of the foregoing, from during the date of this Agreement until the Effective TimePre-Closing Period, except as expressly contemplated by this Agreement, as set forth in Section 7.01 6.01 of the Parent Disclosure LetterSchedule, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Implementation Agreement (PowerFleet, Inc.)

Conduct of Parent. From the date of this Agreement hereof until the Effective Time except as expressly contemplated by this Agreement or the Contribution Agreement or the In- vestment Agreement, to effect the Equity Exchange, the Equity Issuance, the Bright House Transactions, or as set forth in Section 7.01 of the Parent Disclosure LetterSchedule, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or OrderApplicable Law, Parent shall, and shall cause each of its Subsidiaries to conduct to, con- duct its business in all material respects in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, and use its commercially reasonable efforts to (i) preserve intact its business organization and organization, (ii) main- tain in effect all of its material foreign, federal, state and local licenses, permits, consents, xxxx- chises, approvals and authorizations, and (iii) maintain generally its business existing relationships with its material customers, lenders, suppliers and others having material business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operations. Without limiting the generality gen- erality of the foregoing, from the date of this Agreement hereof until the Effective Time, except as expressly contemplated con- templated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure LetterSchedule, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or OrderApplicable Law, from the date hereof until the Effective Time Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Mergers

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Conduct of Parent. From the date of this Agreement until the Effective Time except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall, and shall cause each of its Subsidiaries to use its commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice andpractice, to the extent consistent with the foregoing, use including by using its commercially reasonable efforts to (i) preserve intact its business organization and (ii) maintain generally its business relationships with its customers, lenders, suppliers and others having business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operations. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Becton Dickinson & Co)

Conduct of Parent. From the date of this Agreement until the Effective Time except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall, and shall cause each of its Subsidiaries to conduct its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use its commercially reasonable efforts to (i) preserve intact its business organization and (ii) maintain generally its business relationships with its customers, lenders, suppliers and others having business relationships with it and with Governmental Authorities with jurisdiction over the Parent’s operations. Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except as expressly contemplated by this Agreement, as set forth in Section 7.01 of the Parent Disclosure Letter, as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law or Order, Parent shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Geeknet, Inc)

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