Conduct of the Companies. Except as contemplated by this Agreement, during the period from the Effective Date to the Closing Date, the Members will cause the Companies to conduct their business and operations in the ordinary course and, to the extent consistent therewith, to use reasonable efforts to preserve their respective current relationships with customers, employees, suppliers and others having business dealings with them. Accordingly, and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing Date, without the prior written consent of FAAC, neither the Companies or the Members will take, and the Members will not permit the Companies to take, any action that would cause the representations set forth in Section 3.35 not to be true as of the Closing Date, except as expressly contemplated by this Agreement.
Conduct of the Companies. Except as set forth in Schedule 5.3 or Schedule 3.13 or as may be required in connection with the other provisions of this Agreement or the Transaction Documents, until the Closing, Seller shall not permit any Company to do any of the following without the prior written consent of Purchaser (such consent not to be unreasonably withheld, conditioned or delayed (except with respect to clause (a), (b)(A), (b)(C), (c), (h), (i) or (l) of this Section 5.3 or, to the extent related to such clauses, clause (m) of this Section 5.3)):
Conduct of the Companies. (a) From the date hereof until the Effective Time or until the earlier termination of this Agreement (the “Interim Period”), Seller shall not, and shall cause the Acquired Companies not to, enter into (or agree to enter into) any transaction with respect to the Purchased Securities, except as contemplated by this Agreement (including, without limitation, Section 6.2(c)) or with the prior written consent of Purchaser, which consent shall not be unreasonably withheld, conditioned or delayed. During the Interim Period, except as otherwise contemplated by this Agreement, set forth on Schedule 6.1(a) or consented to in writing by Purchaser, Seller shall, and shall cause the Acquired Companies to: (i) conduct the Business in the ordinary course of business; (ii) use commercially reasonable efforts to preserve intact the Business and to keep available the services of the Transferred Employees (as defined below), provided, that Seller and its Affiliates shall have no obligation to pay any Transferred Employee any stay or retention bonus or similar payment; and (iii) use commercially reasonable efforts to preserve the goodwill of, and maintain satisfactory relationships with, all material customers, suppliers, distributors, lessors, tenants, creditors, debtors, employees, consultants and agents of the Business.
Conduct of the Companies. (a) From the date hereof and prior to the earlier to occur of the Closing and the date that this Agreement is terminated in accordance with Article IX (the “Interim Period”), except as otherwise approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed, and provided that consent shall be deemed to have been given if Buyer does not object within five (5) Business Days after the date on which Seller requests such consent), Seller shall cause the Company Entities to:
Conduct of the Companies. From the date of the execution of this Agreement until Closing, the Sellers shall cause the Companies to conduct their businesses in all material respects in the ordinary course. Without limiting the generality of the foregoing, from the date hereof until the Closing or a termination of this Agreement, and except as contemplated by this Agreement, each of the Sellers shall cause each of the Companies to:
Conduct of the Companies. Sellers shall, and Parent shall cause Sellers to, conduct its Vessel Business in the ordinary course consistent with past practice and use its reasonable commercial efforts to maintain, preserve and protect the Vessels and Other Assets and the Vessel Business, keep available the services of the present officers and employees of the Vessel Business and preserve the present relationships with persons having business dealings with Sellers. Without limiting the generality of the foregoing, from the date hereof until the Closing Date:
Conduct of the Companies. Except as otherwise ________________________ expressly provided in this Agreement, during the period from the date hereof to the Closing, Seller will cause the Companies and their Subsidiaries to conduct their operations according to their ordinary course of business consistent with past practice, will cause the Companies and their Subsidiaries to use their reasonable best efforts to preserve intact their respective business organizations, generally to keep available the services of their respective officers and employees and generally to maintain existing relationships with agents, licensors, licensees, suppliers, contractors, distributors, customers and others having business relationships with them, and will cause the Companies and their Subsidiaries, to the extent permitted by applicable law, to confer with Buyer on a regular basis and confer with Buyer on significant operational matters and material decisions affecting the business of the Companies and the Subsidiaries. Without limiting the generality of the foregoing, as promptly as practicable following the date hereof, Seller shall establish an interim transition committee (the "Transition Committee") which shall meet on a regular basis to review the financial and operational affairs of the Companies and their Subsidiaries. Such review shall be conducted in accordance with applicable law and shall not cover current or future pricing of specific products, marketing or strategic plans, specific breakdowns of sales by customers, or plans to introduce new competitive products. A majority of the Transition Committee shall consist of senior officers of the Companies designated by
Conduct of the Companies. Except as disclosed on Schedule 5.01, from the date hereof until the Closing Date, the Sellers shall cause each Company and Subsidiary to conduct its business in the ordinary course consistent with past practice (including, without limitation, collecting receivables and paying or otherwise satisfying obligations and liabilities on a timely basis as they become due in the ordinary course of business and consistent with past practice) and to use its reasonable efforts to preserve intact its assets, business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as disclosed on Schedule 5.01 or as otherwise expressly contemplated by this Agreement, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed), the Sellers will not permit any Company or Subsidiary to take any of the following actions:
Conduct of the Companies. From the date hereof until the Closing Date, except as expressly provided otherwise in this Agreement, including Schedules 3.09 and 5.01 hereto, Seller shall cause each Company and each Subsidiary to conduct their businesses in the ordinary course consistent with past practices and to use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as expressly provided otherwise in this Agreement, including Schedules 3.09 and 5.01 hereto, Seller will not permit any Company or any Subsidiary to:
Conduct of the Companies. (a) Except (i) to the extent compelled or required by applicable Law or a Material Contract, (ii) as otherwise permitted or contemplated by this Agreement, (iii) as set forth in Section 5.1 of the Disclosure Schedule, or (iv) as consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), during the period from the date hereof to the Closing Date, Pregis shall cause each of Pregis Mexico and the Companies to conduct its business and operations in the ordinary course, consistent with past practice, and to the extent consistent therewith (x) use commercially reasonable efforts to maintain its assets and properties and to preserve its current relationships with customers, employees, suppliers and others having business dealings with it, (y) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice, and (z) use commercially reasonable efforts to preserve the goodwill and ongoing operations of its business and the Mexico Business.
