COVENANTS AND AGREEMENTS Section 5 Sample Clauses

COVENANTS AND AGREEMENTS Section 5. 1. Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the earlier of the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), (iii) as expressly required by this Agreement, or (iv) as set forth in Section 5.1(a) of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to (A) conduct its business and operations in the ordinary course of business consistent with past practice and (B) use commercially reasonable efforts to (1) maintain and preserve intact its business organization and business relationships, including its relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, contractors, creditors and lessors and (2) keep available the services of its officers and key employees. (b) Except as set forth on Section 5.1(b) of the Company Disclosure Letter and subject to the exceptions contained in clauses (i) through (iv) of Section 5.1(a) at all times during the period between the date hereof and the earlier of the Effective Time and the Termination Date, the Company shall not, and shall not permit any of its Subsidiaries to (it being understood and hereby agreed that if any action is expressly permitted by any of the following subsections, such action shall be expressly permitted under Section 5.1(a)): (i) amend, adopt any amendment or otherwise change its Articles of Incorporation, Code of Regulations or any similar organizational document;