Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. (a) From the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, (y) as set forth in Section 5.2(a) of the Parent Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld), Parent shall maintain the status of Parent as a REIT and shall, and shall cause each of the Parent Subsidiaries to, use commercially reasonable efforts (i) to conduct its business in the ordinary course consistent with past practice in all material respects, (ii) to preserve intact in all material respects its business organization and goodwill and relationship with customers, third party payors, including Governmental Entities, and others with which it has material business dealings and (iii) to maintain its material assets and properties in adequate working condition and good repair, ordinary wear and tear excepted.

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Agreement and Plan of Merger (Equity Commonwealth)

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Conduct of Business by Parent. (a) From and after the date of this Agreement until the and prior to earlier of the First Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1Termination Date, except (xi) as prohibited or may be required by applicable Law or by any Governmental EntityLaw, (yii) as set forth may be agreed in Section 5.2(a) of the Parent Disclosure Schedule or (z) as otherwise contemplated, required or permitted writing by this Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent shall maintain the status of Disclosure Schedules, Parent as a REIT and shall, and shall cause each of the Parent its Subsidiaries to, use its commercially reasonable efforts to (iA) to conduct its business in the ordinary course consistent with past practice in all material respects, respects in the Ordinary Course of Business and (iiB) to preserve intact in all material respects its business organization and maintain existing relationships and goodwill and relationship with customers, third party payors, including Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and others business associates; provided, that no action by Parent or its Subsidiaries with which it has material business dealings and (iiirespect to matters specifically addressed by any provision of Section 5.2(b) to maintain its material assets and properties in adequate working condition and good repair, ordinary wear and tear exceptedshall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

Appears in 4 contracts

Samples: Voting Trust Agreement (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn), Agreement and Plan of Merger (Canadian Pacific Railway LTD/Cn)

Conduct of Business by Parent. (a) From the date of this Agreement and after May 4, 2021 until the earlier of the Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, (y) as set forth in Section 5.2(a) of the Parent Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld), Parent shall maintain the status of Parent as a REIT and shall, and shall cause each of the Parent Subsidiaries to, use commercially reasonable efforts (i) to conduct its business in the ordinary course consistent with past practice in all material respects, (ii) to preserve intact in all material respects its business organization and goodwill and relationship with customers, third party payors, including Governmental Entities, and others with which it has material business dealings and (iii) to maintain its material assets and properties in adequate working condition and good repair, ordinary wear and tear excepted.

Appears in 3 contracts

Samples: Amended and Restated Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Amended and Restated Agreement and Plan of Merger (Monmouth Real Estate Investment Corp), Amended and Restated Agreement and Plan of Merger (Equity Commonwealth)

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Conduct of Business by Parent. (a) From and after the date of this Agreement until the and prior to earlier of the Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1Termination Date, except (xi) as prohibited or may be required by applicable Law or by any Governmental EntityLaw, (yii) as set forth may be agreed in Section 5.2(a) of the Parent Disclosure Schedule or (z) as otherwise contemplated, required or permitted writing by this Agreement, unless the Company shall otherwise consent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated, required or expressly permitted by this Agreement or (iv) as set forth in Section 5.2 of the Parent shall maintain the status of Disclosure Schedules, Parent as a REIT and shall, and shall cause each of the Parent its Subsidiaries to, use its commercially reasonable efforts to (iA) to conduct its business in the ordinary course consistent with past practice in all material respects, respects in the Ordinary Course of Business and (iiB) to preserve intact in all material respects its business organization and maintain existing relationships and goodwill and relationship with customers, third party payors, including Governmental Entities, customers, suppliers, licensors, licensees, creditors, lessors, distributors, employees, contractors and others business associates; provided, that no action by Parent or its Subsidiaries with which it has material business dealings and (iiirespect to matters specifically addressed by any provision of Section 5.2(b) to maintain its material assets and properties in adequate working condition and good repair, ordinary wear and tear exceptedshall 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 (Canadian National Railway Co), Agreement and Plan of Merger (Kansas City Southern)

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