Conduct of Target’s Business Sample Clauses

Conduct of Target’s Business. That during the Condition Period, none of Target, or any body corporate which is or becomes a subsidiary of Target:
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Conduct of Target’s Business. Between the date of this Agreement and the Closing Date, Seller shall cause Target to, in all material respects, conduct its businesses and engage in transactions only in the ordinary course and consistent with past practice, except as otherwise required or contemplated by this Agreement or with the written consent of Buyer. Seller shall cause Target and Target Subsidiaries to use its reasonable good faith efforts to preserve their respective business organizations intact, maintain good relationships with employees, and preserve the good will of customers of Target or the Target Subsidiaries and others with whom business relationships exist, provided that non-customer contact job vacancies that occur prior to the Closing Date through attrition shall not be filled or any new employees hired, in each case without the prior written consent of Buyer, such consent not to be unreasonably withheld. For the purpose of obtaining the consent described in the preceding sentence, Seller shall provide notice to Buyer’s Director of Human Resources of any desired filling of a vacancy of a list of positions previously provided to Buyer, and Buyer shall be deemed to have given its consent unless Seller is notified in writing otherwise within six (6) business days of Buyer’s receipt of Seller’s notice. Seller shall have the right to cause Target replace customer contact employees of Target in the ordinary course of business consistent with past practice. Except as set forth in Schedule 5.01, between the date of this Agreement and the Closing Date, except as otherwise required or permitted by this Agreement or consented to in writing by Buyer (such consent shall not be unreasonably withheld), Seller shall cause Target and Target Subsidiaries not to:
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Conduct of Target’s Business. (a) From the date of this agreement up to and including the Implementation Date, Target must procure that each member of the Target Group:
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Conduct of Target’s Business. PRIOR TO THE EFFECTIVE --------------------------------------------------- TIME. Except as expressly contemplated or permitted by this Agreement, during ---- the period from the date of this Agreement to the Effective Time, Target shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (i) conduct its business in the regular, ordinary and usual course consistent with past practice, and (ii) maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees.
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Conduct of Target’s Business. Nothing in this Agreement shall affect Parent's ability to operate its business and the business of the Surviving Corporation in a manner that Parent deems advisable; provided, however, that (i) Parent shall continue to actively market products and services offered by Target until the end of the 1998 Earnout Period; (ii) Revenues shall include any amounts realized upon the license prior to December 31, 1998 of products which are derived from those products of Target existing on the Closing Date (including future versions of existing products); (iii) in the event that any of Target's products are bundled with any of Parent's other products, any discount applied to the sales price of such bundled products shall be applied against all such products, pro rata, in proportion to the sales price of each; and (iv) Revenue shall include amounts received for services rendered by Parent's employees for the servicing of Target's products.
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Conduct of Target’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, Target agrees (except to the extent expressly contemplated by this Agreement or as consented to in writing by Acquiror), to carry on its and its subsidiaries’ business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, including without limitation to (i) pay and to cause its subsidiaries to pay Taxes when due subject to good faith disputes over such Taxes, (ii) to pay or perform other obligations when due, and (iii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries’ present business organizations, use commercially reasonable efforts to keep available the services of its and its subsidiaries’ present officers and key employees and preserve its and its subsidiaries’ relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries. Target agrees to promptly notify Acquiror of any event or occurrence that would reasonably be expected to have a Target Material Adverse Effect. Except as otherwise provided in this Agreement, Target agrees to pay all of its expenses and payables in accordance with the stated or otherwise established payment terms thereof.
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Conduct of Target’s Business. Target covenants and agrees as to itself and its Subsidiaries, except as specifically permitted by any other provision of this Agreement, as required by Law or as set forth in Schedule 6.2, to conduct the Target Business during the period from the date of this Agreement to the Closing Date only in the ordinary course and in a manner consistent with past practice, to use its commercially reasonable efforts to maintain and preserve the Assets of Target and each of its Subsidiaries, and to use commercially reasonable efforts to keep available the services of their respective current officers, employees and consultants and their relationships with customers, suppliers and other Persons with whom they have business relations that relate to the Target Business. In addition to the foregoing, except as specifically permitted by any other provisions in this Agreement, as required by Law or as set forth in Schedule 6.2, neither Target nor any of its Subsidiaries shall, between the date hereof and the Closing Date, directly or indirectly, do any of the following without the prior written consent of Parent.
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Conduct of Target’s Business. Target agrees, from the date of this Agreement until the Effective Time except as may be required by applicable Laws or except with the prior written consent of Buyer (which consent will not be unreasonably withheld or delayed, or as otherwise expressly permitted or contemplated by this Agreement) as follows in this Section 4.1.
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Related to Conduct of Target’s Business

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Interim Conduct of Business (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned 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 IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Outside Businesses Subject to the provisions of Section 6.3, any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee may engage in or possess an interest in other business ventures of any nature or description, independently or with others, similar or dissimilar to the activities of the Trust, and the Trust and the Holders of Securities shall have no rights by virtue of this Trust Agreement in and to such independent ventures or the income or profits derived therefrom, and the pursuit of any such venture, even if competitive with the activities of the Trust, shall not be deemed wrongful or improper. No Covered Person, the Sponsor, the Delaware Trustee or the Property Trustee shall be obligated to present any particular investment or other opportunity to the Trust even if such opportunity is of a character that, if presented to the Trust, could be taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee and the Property Trustee shall have the right to take for its own account (individually or as a partner or fiduciary) or to recommend to others any such particular investment or other opportunity. Any Covered Person, the Delaware Trustee and the Property Trustee may engage or be interested in any financial or other transaction with the Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee or agent for, or act on any committee or body of holders of, securities or other obligations of the Sponsor or its Affiliates.

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business, and Parent shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Limitation on Business Activities The Issuer will not, and will not permit any Restricted Subsidiary to, engage in any business other than a Permitted Business.

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

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