Conduct Prior to the Effective Time Sample Clauses

Conduct Prior to the Effective Time. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company, except to the extent that the Buyer shall otherwise consent in writing, shall carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, pay its debts and taxes when due subject to good faith disputes over such debts or taxes, pay or perform other material obligations when due, and use its commercially reasonable efforts consistent with past practices and policies to preserve substantially intact its present business organization.
Conduct Prior to the Effective Time. During the time period from the date hereof until the earlier to occur of (a) the Effective Time or (b) the termination of this Agreement in accordance with the provisions of Article IX, the Company covenants and agrees with Parent as follows:
Conduct Prior to the Effective Time. 4.1Conduct of Business of the Company. Except as set forth in this Agreement, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time (the “Pre-Closing Period”), without Acquiror’s prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall:(a)conduct its business in the ordinary course consistent with past practices and in material compliance with all applicable Legal Requirements;(b)(i) pay all of its Indebtedness and Taxes when due, subject to good faith disputes over such Indebtedness or Taxes, (ii) pay or perform its other obligations when due, (iii) use commercially reasonable efforts consistent with past practice and policies to collect accounts receivable when due and not extend credit outside of the ordinary course of business consistent with past practices, (iv) conduct sales of Company Products consistent with past practices, and (v) use commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, keep available the services of its present officers and key employees, and preserve its relationships and goodwill with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it;(c)promptly notify Acquiror of any change, occurrence or event not in the ordinary course of its business, or of any change, occurrence or event which, individually or in the aggregate, would reasonably be expected to cause any of the conditions to Closing set forth in Article VI not to be satisfied;(d)the Company shall ensure that each of the Material Contracts (other than with Acquiror) entered into after the Agreement Date will not require the procurement of any consent, waiver or novation or provide for any change in the obligations of any party in connection with, or terminate as a result of the consummation of, the Merger; (e)the Company shall maintain the Company Real Estate in accordance with the terms of the applicable lease; and (f)the Company shall cause each of the Persons listed in the definition of Knowledge to conduct the inquiry described in such definition with respect to each representation qualified by Knowledge.4.2Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 4.1, and except as set forth on Schedule 4.2 to the Disclosure Letter, during the ...
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Conduct Prior to the Effective Time. 5.01Conduct of Business of BOTH. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, BOTH agrees (unless XCR shall give its prior consent in writing) to carry on its business in the ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with BOTH’s past practices (and in any event when due), to pay or perform other obligations when due consistent with XCR’s past practices (other than Liabilities, Taxes and other obligations, if any, contested in good faith through appropriate proceedings), and, to use its best efforts and institute all policies to preserve intact its present business organization, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement, each of BOTH and Merger Sub shall not, without the prior written consent of XCR, take, or agree in writing or otherwise to take, any of the following actions: (a)Charter Documents: Cause or permit any amendments to its certificate or articles of incorporation or bylaws; (b)Dividends; Changes in Capital Stock: Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase or otherwise acquire, directly or indirectly, any shares of its capital stock; (c)Contracts: Enter into any Contract, amend or otherwise modify or waive any of the terms of any of its Contracts; (d)Issuance of Securities: Issue, deliver or sell or authorize or propose the issuance, delivery or sale of, any shares of its capital stock or securities convertible into, or subscriptions, rights, warrants or options to acquire, or other agreements or commitments of any character obligating it to issue any such shares or other convertible securities; (e)Dispositions: Sell, lease, license or otherwise dispose of or encumber any of its properties or assets; (f)Indebtedness: Incur any Indebtedness for borrowed money or guarantee any such Indebtedness or issue or sell any debt securities or guarantee any debt securities of others; (g)Payment of Obligations: Pay, discharge or satisfy any claim, Liability or obligation (absolute, accrued...
Conduct Prior to the Effective Time. Except as otherwise expressly provided herein, the Company and each of the Stockholders covenant and agree that, without the prior written consent of Matria in each instance, between the Agreement Date and the Closing Date:
Conduct Prior to the Effective Time. 31 4 .1 Conduct of Business of the Company 314 .2 No Solicitation 33
Conduct Prior to the Effective Time. 4.1 Conduct of Business of the Company.
Conduct Prior to the Effective Time. 4.1. Conduct of Business of the Company and Subsidiaries 4.2. Restrictions on Conduct of Business of the Company and Subsidiaries
Conduct Prior to the Effective Time. 4.1. Conduct of Business of the Company.