Company Conduct. The Company agrees that there will be no discrimination, intimidation, interference, or coercion exercised or practised by the Company, or its representatives, with respect to any employee because of participating in SPEA or the employee exercising of any rights established by the Collective Agreement or the Canada Labour Code.
Company Conduct. 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 usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any event involving or adversely affecting the Company or its business or assets. Except as expressly contemplated by this Agreement, including the consummation of the Recapitalization (as defined in Section 5.30) and the conversion of the Company Series A&C Preferred Stock into Company Common Stock, the Company shall not, without the prior written consent of Parent:
Company Conduct. Seller shall have taken all steps reasonably under its control to cause the Company to execute and deliver to Purchaser the Amended License Agreement.
Company Conduct. Notwithstanding anything to the contrary in Section 5.1 or Section 5.1.1, neither the Company nor any of its Subsidiaries shall, between the date of this Agreement and the earlier of the Effective Time or the termination of this Agreement pursuant to Article VIII, do any of the actions set forth in Section 5.1.2 of the Company’s Disclosure Letter without the prior written consent of Buyer, except for such actions as are expressly contemplated by contracts or other items set forth expressly in sections of the Company’s Disclosure Letter other than Section 5.1.2.
Company Conduct. For purposes of this Article IV, the ordinary course of business shall be deemed to include a course of business consistent with the Business Plan of the Company attached hereto as EXHIBIT F (the "BUSINESS PLAN"). During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement and the Closing, each Management Seller shall, and each Seller shall make commercially reasonable efforts to cause the Company and the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts in substantially the same manner as heretofore conducted and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired its goodwill and ongoing businesses at and after the Closing. Each Management Seller shall, and each Seller shall make commercially reasonable efforts to cause the Company, and the Company agrees, to promptly notify Parent of any event or occurrence or emergency not in the ordinary course of its business, and any material event involving or adversely affecting the Company or its business. Except as expressly contemplated by this Agreement, each Management Seller shall, and each Seller shall make commercially reasonable efforts to cause the Company, and the Company agrees, not to take any of the following actions without the prior written consent of Parent, such consent not to be unreasonably withheld or delayed:
Company Conduct. 7.6.1. Sandoz promotes the societal and environmental values of the United Nations Global Compact to its external suppliers and uses its influence where possible to encourage their adoption. Sandoz expects suppliers with whom it works to comply with the law and to adhere to ethical business practices set out in the Novartis Supplier Code. The Company shall: (a) comply with the Novartis Supplier Code (and any published updates) which can be viewed and downloaded from xxxxx://xxx.xxxxxxxx.xxx/about-us/corporate-responsibility/resources-news/codes-policies-guidelines (you may request a copy free of charge from Novartis); (b) allow Sandoz (or its nominated Third Party experts) adequate access for the purposes of auditing compliance with these standards and provide information and documentation on reasonable request to Sandoz and its Affiliates to allow Sandoz and its Affiliates to verify compliance with the Novartis Supplier Code in the form requested; (c) to rectify identified non-compliances with the Novartis Supplier Code (where capable of remedy) and report remediation progress to Novartis on request; and (d) ensure that where the Company’s Affiliates and/or permitted Third Party subcontractors/agents of the Company, which have been pre-approved by Sandoz, that such Affiliates and/or Third Party subcontractors/agents also comply with the above requirements relating to the Novartis Supplier Code.
Company Conduct. During the period from the date of this --------------- Agreement and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company agrees (unless Parent shall give its prior consent in writing which consent will not be unreasonably withheld) to carry on its business in the usual, regular and ordinary course consistent with past practice, to pay its Liabilities and Taxes consistent with the Company's past practices, to pay or perform other obligations when due consistent with the Company's past practices, subject to any good faith disputes over such Liabilities, Taxes and other obligations and, to the extent consistent with such business, to use reasonable efforts and institute all policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business dealings with it, all with the express purpose and intent of preserving unimpaired its goodwill and ongoing businesses at the Effective Time. Except as expressly contemplated by this Agreement or as set forth in the Disclosure Schedule, the Company shall not, without the prior written consent of Parent, which consent will not be unreasonably withheld:
Company Conduct. (a) Subject to the decisions permitted to be taken by the Shareholder Committee and the Reserved Matters Decision Committee, each Party undertakes to procure that all decisions made by or on behalf of the Company or any of its subsidiaries which are material to the Group as a whole are approved either (i) at a properly convened meeting of the Board of Directors or (ii) in the absence of a meeting, by a resolution in writing signed by or otherwise approved in writing by all of the Directors (or as otherwise permitted by applicable law at the relevant time), and shall ensure that the delegation of any material matter to any committee of the Board shall only be approved with the prior consent of the requisite majority of a quorate meeting of the Board of Directors.
Company Conduct. The Company shall be free to conduct its business and the business of the Company Group in the manner it determines to be reasonably prudent and in the best interest of the Company but shall not take any action or omit to take any action that is intended or designed to delay, impede or prevent the occurrence of an Earnout Event, the automatic exercise and conversion of Earnout Rights or the issuance of Earnout Shares in respect thereof.
Company Conduct. (A) Subject to the decisions permitted to be taken by the Reserved Matters Decision Committee, each Party undertakes to procure that all decisions made by or on behalf of the Company or any of its subsidiaries which are material to the Group as a whole are approved either (i) at a properly convened meeting of the Board of Directors or (ii) in the absence of a meeting, by a resolution in writing signed by or otherwise approved in writing by at least the same number of Directors whose affirmative votes are required to pass a decision at a properly convened meeting of the Board of Directors and such resolution shall be distributed to all Directors (or as otherwise permitted by applicable Law at the relevant time), and shall ensure that the delegation of any material matter to any committee of the Board of Directors shall only be approved with the prior consent of the requisite majority of a quorate meeting of the Board of Directors.
