Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, 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 at the Effective Time.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Hadco Acquisition Corp Ii), Agreement and Plan of Merger (Zycon Corp), Agreement and Plan of Merger (Continental Circuits Corp)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizationsorganization, 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 at the Effective Timeit.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hc Acquisition Corp), Agreement and Plan of Merger (Ero Inc), Agreement and Plan of Merger (Ero Marketing Inc)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all its reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and key employees and endeavor to 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 at the Effective Time.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Service Experts Inc), Agreement and Plan of Merger (Lennox International Inc), Agreement and Plan of Merger (Lennox International Inc)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted Ordinary Course and shall use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current officers organizations and employees and preserve its their 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 at the Effective Timethem.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Michael Foods Inc /Mn), Agreement and Plan of Merger (Mg Waldbaum Co), Agreement and Plan of Merger (Mg Waldbaum Co)
Ordinary Course. Each of the The Company and its Subsidiaries subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in all material respects in substantially the same manner as heretofore conducted conducted, shall preserve their present business organizations and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current their present officers and employees and endeavor to preserve its in all material respects their relationships with customers, suppliers and others having business dealings with it to the end that Company and its goodwill and ongoing business shall not be impaired in any material respect at the Effective Timesubsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hovnanian Enterprises Inc), Agreement and Plan of Merger (Hovnanian Enterprises Inc)
Ordinary Course. Each of the The Company and its Subsidiaries subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it to the end that Company and its goodwill and ongoing business shall not be impaired in any material respect at the Effective Timesubsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Federal Paper Board Co Inc), Agreement and Plan of Merger (International Paper Co /New/)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizationsorganization, 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 at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Seven Up Rc Bottling Company of Southern California Inc), Agreement and Plan of Merger (DR Pepper Bottling Company of Texas)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, 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 at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cooperative Computing Inc /De/), Agreement and Plan of Merger (Triad Systems Corp)
Ordinary Course. Each of the The Company shall, and shall cause its Subsidiaries shall to, carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations and shall use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it to the end that Company and its goodwill and ongoing business shall not be impaired in any material respect at the Effective TimeSubsidiaries.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Norstan Inc), _________________________________________ Stock Purchase Agreement (Netwolves Corp)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in all material respects, in substantially the same manner as heretofore conducted conducted, including with respect to their claims paying policies and practices, and shall use all their reasonable best efforts to preserve intact its their present business organizationslines of business, keep available the services of its current officers maintain their rights and employees franchises and preserve its their relationships with customers, suppliers and others all third parties having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Timethem.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enstar Group Inc), Agreement and Plan of Merger (Castlewood Holdings LTD)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it them to the end that its their goodwill and ongoing business shall not be impaired in any material respect at the Effective Time.
Appears in 2 contracts
Samples: Conformed Copy (Zurich Reinsurance Centre Holdings Inc), Conformed Copy (Zurich Insurance Co)
Ordinary Course. Each of the Company and its the Subsidiaries shall carry on its respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees employees, and endeavor to 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 at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Concentra Operating Corp), Agreement and Plan of Merger (Occupational Health & Rehabilitation Inc)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers officers, employees and employees any sales representatives 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 at the Effective Time.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (U S Intec Inc), Agreement and Plan of Merger (G I Holdings Inc)
Ordinary Course. Each of the The Company and its Subsidiaries subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted conducted, shall preserve intact their present business organizations and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it to the end that Company and its goodwill and ongoing business shall not be impaired in any material respect at the Effective Timesubsidiaries.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rochester & Pittsburgh Coal Co), Agreement and Plan of Merger (Consol Inc)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on conduct its businesses business and operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees and preserve its satisfactory relationships with customers, suppliers suppliers, distributors and others having business dealings with it and will take no action which would adversely affect its ability to consummate the end that its goodwill and ongoing business shall not be impaired in any material respect at Merger or the Effective Timeother transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compdent Corp), Agreement and Plan of Merger (Compdent Corp)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its businesses business in the usual, regular and ordinary course in substantially consistent with past practices and the same manner as heretofore conducted and Company shall use all reasonable efforts to preserve intact its present business organizationsorganization, keep available the services of its current present officers and employees and preserve its maintain satisfactory relationships with customers, suppliers and others having business dealings relationships with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective TimeCompany.
Appears in 1 contract
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all their reasonable best efforts to preserve intact its their present business organizations, preserve their working capital, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it them to the end that its their goodwill and ongoing business shall not be impaired in any material respect at following the Effective TimeMerger.
Appears in 1 contract
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted conducted, and shall use all reasonable efforts to preserve intact its present business organizations, 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 at the Effective Time.. 17
Appears in 1 contract
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizationsorganization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having material business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Madison Dearborn Partners Inc)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizationsorganization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having material business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Time.. (b)
Appears in 1 contract
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall and, to the extent consistent with such businesses, use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their 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 at the Effective Timethem.
Appears in 1 contract
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees employees, and endeavor to 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 at the Effective Time.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spinnaker Exploration Co)
Ordinary Course. Each of (i) the Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in all material respects, in substantially the same manner as heretofore conducted conducted, and shall use all their reasonable commercial efforts to preserve intact its present business organizations, keep available the services of its current their respective present officers and employees key employees, preserve intact their present lines of business, maintain their rights and franchises and preserve its their relationships with customers, suppliers and others having business dealings with it them to the end that its goodwill and their ongoing business businesses shall not be impaired in any material respect at the Effective Time.
Appears in 1 contract
