Parent Conduct of Business. During the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, except (a) as may be required by applicable Law, (b) with the prior written consent of the Company, (c) as may be expressly required or permitted by this Agreement, or (d) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall not permit any of its Subsidiaries to:
Parent Conduct of Business. (a) Except as expressly permitted by this Agreement, as required by applicable Law or with the prior written consent of the Company, which consent shall not be unreasonably withheld, delayed or conditioned, during the period from the date of this Agreement until the earlier of the date on which this Agreement is terminated and the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to:
Parent Conduct of Business. The Parent covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement, except (x) as otherwise expressly permitted or required under this Agreement (including the schedules hereto, including Schedule 5.2), (y) for transactions between or among the Parent and wholly owned Parent Subsidiaries, and (z) as otherwise agreed to by the Company (which agreement, if sought by Parent, shall not be unreasonably withheld, conditioned or delayed), the businesses of Parent and the Parent Subsidiaries shall be conducted only in, and Parent and the Parent Subsidiaries shall not take any action except in, the ordinary course and in a manner consistent with past practice, in each case in all material respects, except that Parent shall have the right to enter into new immaterial business lines and markets consistent with its business strategy existing as of the date of this Agreement and previously provided in writing to the Company, and Parent shall use its commercially reasonable efforts to (i) maintain the material assets of Parent and Parent Subsidiaries, (ii) preserve substantially intact the business organization and goodwill of Parent and the Parent Subsidiaries, (iii) keep available the services of the current officers, key employees and key consultants of Parent and the Parent Subsidiaries, (iv) preserve the current relationships of Parent and the Parent Subsidiaries with its material customers, suppliers, contractors, distributors, licensors, licensees and other persons with which Parent or any Parent Subsidiary has material business relations, (v) comply in all material respects with all material laws associated with the operation of the businesses of Parent and the Parent Subsidiaries, and (vi) make all material filings and pay all material fees required by any Governmental Authority; provided, however, that nothing in this Section 5.2 shall be construed as an unauthorized transfer of control of Parent to the Company prior to the receipt of any consent or approval of any Governmental Authority required under this Agreement and the Closing; and provided further that to the extent that any Governmental Authority determines that any covenant set forth in this Section 5.2 constitutes an unauthorized transfer of control, such covenant shall be deemed modified to the extent so required with respect to the actions governed by such Governmental Authority and the remaining covenants set forth i...
Parent Conduct of Business. During the period from the date of this Agreement until the Effective Time or, if earlier, the termination of this Agreement in accordance with its terms, each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action or fail to take any action that would reasonably be expected to delay or prevent the consummation of the Transactions.
Parent Conduct of Business. During the period from the Agreement Date until the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, as applicable (unless the Company shall otherwise approve in writing and except as otherwise expressly contemplated by or provided in this Agreement or in the Parent SEC Reports or as set forth the corresponding section of the Parent Disclosure Schedules) not take or agree to take any intentional action which would reasonably be expected to prevent or materially impair or delay the ability of Parent or Merger Sub to consummate the Merger or any action which would result in the failure of either of the conditions set forth in Sections 8.03(a) or 8.03(b) to be satisfied.
Parent Conduct of Business. During the Interim Period, Parent shall, and shall cause Merger Sub to (except as required or explicitly permitted by this Agreement or the Ancillary Agreements, as required by Law or as consented to by the Company in writing, such consent not be unreasonably conditioned, withheld or delayed), operate the business of Parent in the ordinary course consistent with past practice and comply with all obligations under Parent’s Governing Documents and the Trust Agreement. Without limiting the generality of the foregoing, Parent shall not, and shall cause Merger Sub not to (except as required or explicitly permitted by this Agreement or the Ancillary Agreements, as required by Law or as consented to by the Company in writing, such consent not be unreasonably conditioned, withheld or delayed):
Parent Conduct of Business. (a) During the Interim Period, Parent shall, and shall cause Merger Sub to, except as contemplated by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements, as required by Law, as set forth on Section 6.2 of the Parent Disclosure Letter or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course (which consent shall not be unreasonably conditioned, withheld, delayed or denied). Without limiting the generality of the foregoing, except as set forth on Section 6.2 of the Parent Disclosure Letter or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), Parent shall not, and Parent shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements or as required by Law:
Parent Conduct of Business. During the period from the date hereof until the Closing, Parent shall, and shall cause each of its Subsidiaries to, as applicable (unless the Company shall otherwise approve in writing and except as required or provided in this Agreement or in the Parent SEC Reports or to the extent required by applicable Law) not take or agree to take any intentional action which would reasonably be expected to prevent or materially impair or delay the ability of Parent or MergerCo to consummate the Merger or any action which would result in the failure of the condition set forth in Section 5.3(a) to be satisfied.
Parent Conduct of Business. (a) During the Interim Period, each Parent Entity shall, and shall cause its Subsidiaries to, except as contemplated by this Agreement, as required by applicable Law (including for this purpose any COVID-19 Measures) or as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), operate its business in the ordinary course and consistent with past practice.
Parent Conduct of Business. Other than with the prior written approval of Lionheart (such approval not to be unreasonably withheld or delayed) Parent must not and must cause its Subsidiaries not to, and SMX must ensure that Parent does not and causes its Subsidiaries not to, from the date of this document up to and including the Implementation Date, except to the extent contemplated by this document, the BCA, the Schemes, or any other Transaction Document:
