Common use of Conduct of Business by Parent Clause in Contracts

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.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (SemGroup Corp), Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger

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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 consented to in writing by the Company Partnership (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 best efforts to (x) conduct their businesses in the ordinary course, and (y) preserve substantially intact their present lines of business, maintain their rights, franchises and Parent Permits business and preserve their relationships with significant 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 covenant unless such action would constitute a breach of such other provision.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Oasis Midstream Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Equity Partners LP)

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 consented to in writing by the Company Partnership (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement (including the Pre-Closing Transactions and the Preferred Contribution) 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, to use their commercially reasonable efforts to (x) conduct its businesses in the ordinary course, and (y) preserve substantially intact their present lines of business, maintain their rights, franchises and Parent Permits business and preserve their relationships with significant 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 covenant unless such action would constitute a breach of such other provision.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Energy Transfer LP), Agreement and Plan of Merger (Enable Midstream Partners, LP)

Conduct of Business by Parent. (a) From and after the date hereof until the earlier of and prior to the Effective Time and or 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 SubsidiariesLaw, (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(a6.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in in, and that such entities shall not take any action except in, the ordinary course of business, and Parent shall, business and shall cause its Subsidiaries to, use their commercially reasonable best efforts to preserve intact their present material lines of business, maintain their rights, rights and franchises and Parent Permits and preserve their relationships with material customers and supplierssuppliers and other Persons with whom Parent or any of its Subsidiaries has significant business relations; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b6.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (GenOn Energy, Inc.), Agreement and Plan of Merger (NRG Energy, Inc.)

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 consented to in writing by the Company Partnership (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement Agreement, (iv) to the extent action is reasonably taken (or reasonably omitted) in response to an Emergency or (ivv) 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 (x) conduct its business in the ordinary course, and (y) preserve substantially intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with significant 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Crestwood Equity Partners LP), Agreement and Plan of Merger (Crestwood Midstream Partners LP)

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Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Effective Time and or 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 with the written consent of the Company (which consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), (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 it shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct 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 including by using commercially reasonable efforts to preserve intact their present lines of business, maintain their rights, franchises and Parent Permits and preserve their relationships with significant 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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Callon Petroleum Co), Agreement and Plan of Merger (Carrizo Oil & Gas Inc)

Conduct of Business by Parent. (a) From and after the date hereof until the earlier of and prior to the Effective Time and or 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 SubsidiariesLaw, (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(a6.2(a) of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in in, and that such entities shall not take any action except in, the ordinary course of business, and Parent shall, business consistent with past practice and shall cause its Subsidiaries to, use their commercially reasonable best efforts to preserve intact their present material lines of business, maintain their rights, rights and franchises and Parent Permits and preserve their relationships with material customers and supplierssuppliers and other Persons with whom Parent or any of its Subsidiaries has significant business relations; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b6.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Fitlife Brands, Inc.), Agreement and Plan of Merger (iSatori, Inc.)

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