Purchaser Conduct of Business Sample Clauses

Purchaser Conduct of Business. In order to give effect to the intent of Section 2.4, the Purchaser covenants to continue the Business until the termination of the Third Earn-Out Period subject to the Purchaser being unable, or it being impracticable, to so continue the Business due to adverse general economic conditions in the Company's target business market, an Act of God or other force majeure event; provided, however, that nothing herein shall prohibit or restrict the Purchaser in any way from making changes to the Business, or discontinuing the Business, if such changes or discontinuation is a direct result of the Business having suffered a Material Adverse Effect in the Purchaser's reasonable discretion. The Purchaser further covenants that, in the event it transfers any content currently available for download from the Company as part of the Business to the Purchaser, any Affiliate of the Purchaser or any URL, domain or web site, for purposes of calculating the Earn-Out Payments under Section 2.4, the Purchaser shall, until the termination of the Third Earn-Out Period, account for all transactions attributable to the Business as though such portion of the Business were owned by the Company.
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Purchaser Conduct of Business. (a) Purchaser agrees to take all reasonable steps necessary and required to allow the Company to meet the applicable maximum Earn-Out Payment for each of the Earn-Out Periods. In furtherance thereof and not in limitation thereto, except as otherwise agreed to by Seller, the Purchaser, until the termination of the Third Earn-Out Period, covenants:
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Purchaser Conduct of Business. (a) Except as consented to by the Acquired Companies in writing (such consent not to be unreasonably withheld, conditioned or delayed), during the period commencing on the date hereof and concluding on the earlier to occur of the Closing or the termination of this Agreement in accordance with Section 12.1, the Purchaser shall not, and the Purchaser shall cause its Subsidiaries (including Merger Sub) not to, except as otherwise contemplated by this Agreement or as required by Law:
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Purchaser Conduct of Business. The Purchaser covenants and agrees that, during the period from the date hereof until the Closing Date and the time that this Agreement is terminated in accordance with its terms, except as permitted by this Agreement, as required by law or with the consent of the Seller, the Purchaser will conduct its business and that of its direct and indirect subsidiaries in the ordinary course and, without limiting the generality of the foregoing, the Purchaser shall not:
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Related to Purchaser Conduct of Business

  • Interim Conduct of Business (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in all material respects in the usual, regular and ordinary course consistent with the manner as heretofore conducted, and (B) use its commercially reasonable efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations.

  • Conduct of Business by Parent (a) From and after the date hereof until the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of its Subsidiaries, (ii) as may be agreed in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees that the business of Parent and its Subsidiaries shall be conducted in the ordinary course of business, and Parent shall, and shall cause its Subsidiaries to, use their commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with customers and suppliers; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Business The business of the Company and its Subsidiaries shall not be conducted in violation of any law, ordinance or regulation of any governmental entity, except where such violations would not result, either individually or in the aggregate, in a Material Adverse Effect.

  • Existence; Conduct of Business The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement ----------------------------------- until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (a) operate its business only in the usual, regular, and ordinary course, (b) preserve intact its business organization and Assets and maintain its rights and franchises, and (c) take no action which would (i) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (ii) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

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