Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates to:
Conduct of the Business Prior to the Closing Date. (a) Except as permitted, required or specifically contemplated by this Agreement, including those actions contemplated in Section 6.2 of the Company Disclosure Schedule or in this Article VI, or as required by a Governmental Authority of competent jurisdiction or by applicable Law, during the period commencing on the date hereof and continuing until the Effective Time, the Company shall operate its business in the ordinary course of business and consistent with past practice in all material respects, including:
Conduct of the Business Prior to the Closing Date. From the date hereof until the Closing Date, the Company shall operate the Business only in the ordinary course of business, and shall not engage in any of the actions described in Section 3.15 without the written consent of Buyer.
Conduct of the Business Prior to the Closing Date. Except as contemplated in this Plan of Merger, prior to the Closing, the Company will:
Conduct of the Business Prior to the Closing Date. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except as expressly contemplated or permitted by this Agreement, Sellers shall, and shall cause CCM and the Company and each of their respective Subsidiaries, to (a) conduct the Business and the Company Business in the usual, regular and ordinary course consistent with past practice, (b) use all reasonable commercial efforts consistent with past practice and policies to preserve intact CCM's and the Company's present business organizations, keep available the services of the employees of CCM and the Company and their Subsidiaries (it being understood that CCM and the Company and their Subsidiaries shall not be obligated to make out of the ordinary course of business payments to their respective employees in order to keep available the services of such employees) and preserve the relationships with customers, suppliers, distributors, licensors, licensees of CCM and the Company and their Subsidiaries, and others having significant business dealings with CCM and the Company and their Subsidiaries, (c) use all reasonable commercial efforts to maintain all of their existing permits, licenses, authorizations, orders and regulatory approvals and the minimum net capital and excess net capital necessary to conduct their businesses as currently conducted and (d) take no action or fail to take an action which would adversely affect or delay in any material respect the consummation of the transactions contemplated hereby, including, without limitation, the ability of either Purchaser or Sellers to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby. Following the date hereof until the Closing, each of CCM, the Company and their respective Subsidiaries shall provide to Purchaser and their Subsidiaries, promptly after the filing thereof, a copy of each report, registration statement, other document or amendment filed with any Governmental Entity. From the date hereof until the Closing, Parent will take all action necessary, including funding, so that if Sellers were preparing consistent financial statements as of the Closing, the earnings of the Business and the Company Business as of the Closing would be consistent (including line items) with the presentations contained in the Combined Financial Statements as of the Closing, and would reflect the Co...
Conduct of the Business Prior to the Closing Date. (a) Except as otherwise contemplated by this Agreement or as disclosed in Section 5.1(a) of the Disclosure Schedule, or as required by a Governmental Authority of competent jurisdiction or by applicable law, rule or regulation, the Sellers covenant that until the Closing they will, and will cause the Companies to use all reasonable efforts to, maintain and preserve intact the Business in all material respects and use all reasonable efforts to maintain the ordinary and customary relationships of the Companies with their respective licensees, employees, vendors and others having business relationships with them. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, (x) the Sellers shall cause each of the Companies to continue to operate and conduct the business of the Companies only in the ordinary course consistent with past practice and (y) the Sellers shall cause each of the Companies not to, without the prior written consent of Purchaser, which consent shall not be unreasonably withheld or delayed, or as otherwise contemplated by this Agreement or specifically set forth in Section 5.1(a) of the Disclosure Schedule, take any of the following actions:
Conduct of the Business Prior to the Closing Date. During the period from the date of this Agreement and continuing through the Closing Date, Seller agrees that, except as expressly contemplated or permitted by this Agreement or to the extent that Purchaser shall otherwise consent in writing, Seller shall operate the Business and its affairs in such a manner so that the representations, warranties and covenants contained in Article IV shall continue to be true and correct throughout such period and on and as of the Closing Date as if made by Seller on the Closing Date, and throughout such period Seller shall operate the Business in the ordinary course in at least the same manner as heretofore conducted and shall (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees,
Conduct of the Business Prior to the Closing Date. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date (the “Pre-Closing Period”), except as expressly contemplated or permitted by this Agreement, the Company and the Operating Company shall, and the Company shall cause the Operating Company and each of its other Subsidiaries, to (a) conduct its business in the ordinary course consistent in all material respects with past practice and all applicable Laws and Regulations, (b) use reasonable commercial efforts consistent with past practice and policies to preserve intact the Company Entity’s present business organizations, keep available the services of the employees of the business and preserve the relationships with customers, suppliers, distributors, licensors, licensees of the business, and others having significant business dealings with the business and (c) not take any action intended to adversely affect or delay in any material respect the ability of either Purchaser or the Company to obtain any necessary approvals of any regulatory agency or other Governmental Entity required to consummate the transactions contemplated hereby.
Conduct of the Business Prior to the Closing Date. Except as contemplated in this Agreement, prior to the Closing, the Company will conduct, and cause its Subsidiaries to conduct, their business (including the Acquired Business) only in the Ordinary Course of Business, and, without limitation of the foregoing (but subject to such exceptions as Purchasers may agree to upon the Company's request therefor, which consent shall not unreasonably be withheld or delayed), will:
Conduct of the Business Prior to the Closing Date. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing, Seller shall:
