Operation of Company Business. During the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all laws applicable to the Company, WRG or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company Stockholder and the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld, conditioned or delayed), accrue any material funded indebtedness:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ds Healthcare Group, Inc.), Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Operation of Company Business. During Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all laws Laws applicable to the Company, WRG any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company Stockholder shall not (and the shall cause each Company shall notSubsidiary not to), without the written consent of the Parent (which shall not be unreasonably withheld, conditioned withheld or delayed), accrue any material funded indebtedness) and except as contemplated by this Agreement:
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.), Agreement and Plan of Merger and Reorganization (Miramar Labs, Inc.)
Operation of Company Business. During the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all laws Laws applicable to the Company, WRG or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company Stockholder and the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld, conditioned or delayed), accrue any material funded indebtedness:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Ds Healthcare Group, Inc.)
Operation of Company Business. During Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company Stockholder and the Company shall (and shall cause each Company Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all laws Laws applicable to the Company, WRG any Company Subsidiary or any of their properties or assets and, to the extent consistent therewith, use its Reasonable Best Efforts commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect. Without limiting the generality of the foregoing, prior to the Effective Time, the Company Stockholder and the Company shall not, without the written consent of the Parent (which shall not be unreasonably withheld, conditioned withheld or delayed), accrue any material funded indebtedness) and except as contemplated by this Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Makamer Holdings, Inc.)
