Conduct Prior to the Closing. 19 4.1 Conduct of Business of the Company.............................. 19 4.2
Conduct Prior to the Closing. Dignyte, eWellness and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
Conduct Prior to the Closing. From the date of this Agreement to and including the Closing Date, except as specifically provided in this Agreement or otherwise specifically approved in each instance in writing by Purchaser:
Conduct Prior to the Closing. Between the date hereof and the Closing:
Conduct Prior to the Closing. On or after the date hereof and prior to the Closing, except (x) as disclosed in Schedule 5.2 hereto, (y) as consented to or approved in writing by an authorized officer of Purchaser or (z) as contemplated by this Agreement:
Conduct Prior to the Closing. ITI covenants and agrees as to itself that, after the date hereof and prior to the Closing (unless Biophan shall otherwise approve in writing, which approval shall not be unreasonably withheld):
Conduct Prior to the Closing. 4.1 Conduct of Business by the Company, Parent and Merger Subs. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Closing, each of the Company, the Company’s Subsidiaries, Parent and Merger Subs shall, except (i) to the extent that Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) to the extent in a good faith response to a COVID-19 Measure, (iv) as set forth in Schedule 4.1 of the Company Schedule or the Parent Schedule (“Schedule 4.1”) or (v) as contemplated by this Agreement or any Ancillary Agreement, use commercially reasonable efforts to carry on its business in the usual, regular and ordinary course consistent with past practices, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations (except as expressly contemplated by Schedule 4.1) and use its commercially reasonable efforts to (A) preserve substantially intact its present business organization, (B) keep available the services of its present key officers and employees and (C) preserve its relationships with key customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, (i) without the prior written consent of Parent (in the case of a request by the Company) or the Company (in the case of a request by Parent or Merger Subs) (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) except as required by any applicable Law (including as may be compelled by any Governmental Entity) or contract, (iii) except to the extent in a good faith response to a COVID-19 Measure, (iv) except as set forth in Schedule 4.1, or (v) except as contemplated by this Agreement or any Ancillary Agreement, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, each of the Company (on its behalf and on behalf of its Subsidiaries), Parent and Merger Subs shall not do any of the following:
Conduct Prior to the Closing. Between the Effective Date and the earlier of the termination of this Agreement pursuant to Section 9.1 or the Closing Date, unless Buyer otherwise agrees in writing, the Company will, and Seller will cause the Company to, (1) conduct the Business only in the ordinary course of business and in a manner consistent with past practice (provided that the Company will not be required to, and without Buyer’s written consent will not, enter into or sell any sponsorships), (2) use commercially reasonable efforts to preserve intact the Business and goodwill with respect to the Business, and (3) use commercially reasonable efforts to preserve the existing relationships (contractual or otherwise) with employees, customers, vendors, and others having business relationships with the Business; provided, however, notwithstanding any other provision of this Agreement, the Company will be permitted, without the prior consent of Buyer, to take or refrain from taking all actions, whether or not in the ordinary course of business, that the Company reasonably believes necessary or appropriate in response to the COVID-19 virus, including cancelling or postponing events at the Building, suspending some or all operations of or related to the Business, and otherwise complying with orders of any Governmental Authority. Notwithstanding the foregoing, between the Effective Date and the earlier of the termination of this Agreement pursuant to Section 9.1 or the Closing Date, the Company will during any period of full or partial suspension of operations relating to the COVID-19 virus, use commercially reasonable efforts to (i) treat the corporate administrative Business Employees in a manner substantially similar to how Seller Parent treats its corporate administrative employees (excluding consideration of any benefits provided under any state or municipal Law), (ii) treat the events-based Business Employees in a manner substantially similar to how Seller Parent treats the events-based employees of its other venues (excluding consideration of any benefits provided under any specific state or municipal Law, or any separate, individual arrangements with a labor union) and (iii) otherwise take actions with respect to the Business in response to the COVID-19 virus that are consistent with those taken by Seller Parent in respect of its other live event venues (excluding differences that pertain to any specific state or municipal Law or collective bargaining agreement or union requirement). ...
Conduct Prior to the Closing. Sage and the Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
Conduct Prior to the Closing. BMI and the PMW Shareholders covenant that between the date of this Agreement and the Closing as to each of them:
