CONDUCT OF BUSINESSES PENDING THE MERGER. Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01. Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as specifically contemplated by any other provision of this Agreement or Section 5.01 of the Company Disclosure Letter, unless Parent shall otherwise agree in writing (such agreement not to be unreasonably withheld or delayed):
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01. Conduct of Business by the Company Pending the Merger...........28 SECTION 5.02. Conduct of Business by Parent Pending the Merger................32 SECTION 5.03. Adverse Changes in Condition....................................34 ARTICLE VI ADDITIONAL AGREEMENTS
CONDUCT OF BUSINESSES PENDING THE MERGER. From and after the date of this Agreement and prior to the effective time of the Merger, neither of the Constituent Corporations will, without the prior written consent of the other:
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 6.01. Conduct of Business by the Company Pending the Merger.
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01. Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as specifically contemplated by any other provision of this Agreement or Section
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01 Conduct of Business by the Company and the Subsidiaries Pending the Merger. Except as set forth in Section 5.01 of the Company Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, and shall cause each Subsidiary (except to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld), to carry on its business, pay its debts and Taxes, pay or perform its other obligations, all in its usual, regular and ordinary course and substantially the same manner as previously conducted (subject to good faith disputes over such debts or Taxes), to use all reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and consultants and to preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company or any Subsidiary. By way of amplification and not limitation, except as specifically contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure Schedule, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld (it is hereby agreed by Parent that following an email request for consent by the Company, consent via email from Parent by Xxx Xxxxx, Xxxxxxx Xxxxxxxxx (xxxxxxx.xxxxxxxxx@xxxxxxxxxxx.xxx) or Xxx Xxxxx (xxxxxx.xxxxx@xxxxxxxxxxx.xxx) to the Company or Parent’s failure to respond within five (5) business days shall be deemed written consent for purposes of this Section 5.01, provided that a response within such time period indicating a need for more time or requesting additional information shall not be deemed a “failure to respond” where a similarly situated reasonable acquirer acting in good faith would require such additional time or additional information before consenting):
CONDUCT OF BUSINESSES PENDING THE MERGER. Section 6.1 Conduct of Business by the Company Pending the Merger 18 Section 6.2 Conduct of Business by Parent and Acquisition Corp 18 ARTICLE VII ADDITIONAL AGREEMENTS Section 7.1 Access and Information 19 Section 7.2 Additional Agreements 20 Section 7.3 Publicity 20 Section 7.4 Appointment of Directors 20 Section 7.5 Name Changes 20 Section 7.6 Stockholder Consent 20 ARTICLE VIII CONDITIONS OF PARTIES’ OBLIGATIONS Section 8.1 Company Obligations 21 Section 8.2 Parent and Acquisition Corp. Obligations 21
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01. Conduct of Business by the Company Pending the Merger. Except as contemplated by this Agreement, the Company agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business; and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company Subsidiaries, maintain their rights and keep available the services of the current officers, employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with customers, licensors, licensees and other persons with which the Company or any Company Subsidiary has significant business relations and where the loss of any such relationship would, either individually or in the aggregate, have a Material Adverse Effect. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any of its subsidiaries shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent:
CONDUCT OF BUSINESSES PENDING THE MERGER. SECTION 5.01 Conduct of Business by the Company Pending the Merger. ----------------------------------------------------- During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the ordinary course of business consistent with past practices and to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company. By way of amplification and not limitation, except as specifically contemplated by this Agreement or as specifically set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent:
