Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spansion Inc.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur of (i) the Effective Time or date of the termination of this Agreement pursuant and (ii) the Effective Time, except as set forth in this Section 4.01(a) of the Company Disclosure Letter or as consented to Article 7in writing by Parent (such consent not to be unreasonably withheld or delayed) or as otherwise permitted, contemplated or required by this Agreement or required by Law, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in with all material respects with Laws and all applicable Legal Requirements, pay its material debts and Taxes when due (subject authorizations from Governmental Entities prior to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, the Closing and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their its current business organizationsorganization and goodwill, (y) preserve its assets and properties in good repair and condition, maintain capital expenditure levels consistent with past practices, keep available the services of their its current officers and key officers, employees and (z) consultants and preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors, and others having significant business dealings with them, in each case it. In addition to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of (i) the Effective Time or date of the termination of this Agreement pursuant to Article 7and (ii) the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 4.01(a) of the Company Disclosure LetterLetter or as otherwise permitted, as contemplated or required by applicable Legal Requirements, this Agreement or as consented to in writing required by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Law, the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (such consent not to be unreasonably withheld or delayed):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Graham Packaging Co Inc.), Agreement and Plan of Merger (Silgan Holdings Inc), Agreement and Plan of Merger (Graham Packaging Co Inc.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to until the earlier to occur of the Company Merger Effective Time or termination of and the date, if any, on which this Agreement is terminated pursuant to Article 7Section 9.1 (the “Interim Period”), except to the extent required by Law, as otherwise expressly required or permitted by this Agreement or as may be consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shallParties shall use their commercially reasonable efforts to, and shall cause each of the Company Subsidiaries to use its Subsidiaries commercially reasonable efforts to, (x) carry on their respective businesses in all material respects in the ordinary course course, consistent with past practice practice, and (y) (1) maintain its material assets and properties in compliance their current condition (normal wear and tear and damage caused by casualty or by any reason outside of the Company’s or any Company Subsidiary’s control excepted), (2) preserve intact in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current present business organizations, ongoing businesses and significant business relationships, (y3) keep available the services of their current officers and key employees executive officers, and (z4) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respectCompany’s status as a REIT. Without limiting the generality foregoing, neither the Company Parties nor any of the foregoingCompany Subsidiaries will (and the Company Parties will cause the Company Subsidiaries not to), during the period from the date of this Agreement Interim Period, except (A) to the earlier extent required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to occur of the Effective Time Company or termination of this Agreement pursuant to Article 7any Company Subsidiary, except (B) as otherwise expressly contemplated required or permitted by this Agreement, (C) as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as may be consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedwithheld, delayed or conditioned), or (D) as set forth in Section 6.1 of the Company shall not, and shall not permit any of its Subsidiaries toDisclosure Schedule:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Extra Space Storage Inc.), Agreement and Plan of Merger (Life Storage Lp)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur Closing Date, except (A) as expressly permitted by Section 5.01 of the Effective Time Company Disclosure Letter, (B) as consented to in writing by the Purchasing Parties (which consent shall not be unreasonably withheld, delayed or termination of conditioned), (C) as expressly required or permitted by this Agreement pursuant to Article 7or (D) as required by applicable Law, the Company shall, and Seller Parent shall cause its the Company and each of the Company’s Subsidiaries to, to (i) carry on their respective its businesses and operations in all material respects in the ordinary course consistent with past practice, (ii) continue all advertising, pricing, sales, inventory, receivables, payables, customer credit and proprietary credit card operations and currency hedging practices, in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, with this Section 5.01(a)) and (iii) use commercially its reasonable best efforts to (x) preserve intact their current its assets, brands, licenses, technology, Intellectual Property Rights and business organizations, (y) keep available the services of their its current officers and key employees Employees and (z) preserve their in all material respects in accordance with past practice its relationships with those Persons suppliers, licensors, licensees, distributors and others having business dealings with themit and maintain its franchises, in each case to rights and Permits, with the end intention that their its goodwill and ongoing businesses business shall not be impaired in any material respectunimpaired as of the Closing Date. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Closing Date, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent Purchasing Parties or denial as expressly permitted by the applicable subsection of such request for consent shall not be unreasonably delayed)Section 5.01 of the Company Disclosure Letter or as expressly required or permitted by this Agreement or as required by applicable Law, the Company shall not, and shall Seller Parent will not permit the Company or any of its the Company’s Subsidiaries to:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Jones Apparel Group Inc), Stock Purchase Agreement (Jones Apparel Group Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms or the Effective Time of Merger I (the “Pre-Closing Period”), the Company shallagrees, except (i) as specifically provided in this Agreement or (ii) to the extent that Parent shall otherwise consent in writing (the provision of a response to any request for such consent not to be unreasonably delayed or, with respect to subsections (d), (j) and shall cause its Subsidiaries to(t) below, unreasonably withheld), to carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws, rules and regulations, to pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), to pay or perform other material obligations when due, andsubject to good faith disputes over such obligations, to the extent consistent therewith, and use its commercially reasonable efforts consistent with past practices and policies to (x) preserve intact their current its present business organizationsorganization, (y) keep available the services of their current officers and key its present officers, employees and (z) consultants and preserve their its relationships with those Persons having customers, suppliers, distributors, licensors, licensees and others with which it has business dealings with them, in each case dealings. In addition to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during the period from the date of except (x) as specifically provided in this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 4 of the Company Disclosure Letter, as required by applicable Legal RequirementsSchedule, or as consented (y) to the extent that Parent shall otherwise consent in writing by (the Parent (which consent or denial provision of such a response to any request for such consent shall not to be unreasonably delayed), during the Pre-Closing Period, the Company shall not, and shall not permit do any of its Subsidiaries tothe following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Arthrocare Corp), Agreement and Plan of Merger (Arthrocare Corp)
Conduct of Business by the Company. Except 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 Effective Time, each of the Company and its subsidiaries shall, except to the extent that Parent shall otherwise previously consent in writing (which consent shall not be unreasonably withheld), carry on its business in the usual, regular and ordinary course of business, in substantially the same manner as otherwise expressly contemplated heretofore conducted and in compliance in all material respects with all Applicable Laws, pay its debts and Taxes in the ordinary course of business consistent with past practice, subject to good faith disputes over such debts or Taxes, and pay or perform other material obligations in the ordinary course of business consistent with past practice, and use its commercially reasonable efforts consistent with past practice to (i) preserve intact its present business organization, (ii) to keep available the services of its officers and employees and (iii) continue to manage in the ordinary course of business its business relationships with third parties. In addition, except as permitted by the terms of this Agreement, as required by applicable Legal Requirements, Agreement and except as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by Schedule, without the prior written consent of Parent (which consent or denial of such request for consent shall not be unreasonably delayedwithheld), during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts terms or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, not do any of the following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Inverness Medical Innovations Inc), Agreement and Plan of Merger (Matria Healthcare Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to until the earlier to occur Second Deferred Payment Date, except as set forth on Schedule 7.1 of the Effective Time Disclosure Schedules, as consented to in writing in advance by the Stockholders or termination of as otherwise permitted or required by this Agreement pursuant to Article 7Section 7.1, the Company shall, and Buyer shall cause its Subsidiaries to, the Company to carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice of business and as currently proposed by the Company to be conducted prior to the Closing (including in respect of research, development, and clinical trial activities and programs) and carry on such business in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, Laws and, to the extent consistent therewith, use all commercially reasonable efforts to (x) preserve intact their its current business organizations, (y) keep available the services of their its current officers officers, employees, and key employees consultants, and (z) preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors, and others having business dealings with them, in each case to it with the end intention that their its goodwill and ongoing businesses business shall be unimpaired as of the Second Deferred Payment Date. For the avoidance of doubt, this Section 7.1 shall not be impaired limit the Buyer or any of its Affiliates from engaging in any material respectof the activities set forth below, or entering into any of the agreements set forth below; provided, however, that Buyer shall not sell, transfer or encumber the Common Stock. Without In addition to, and without limiting the generality of of, the foregoing, during the period from the date of this Agreement to until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Second Deferred Payment Date, except as otherwise set forth on Schedule 7.1 of the Disclosure Schedules or as otherwise expressly contemplated required by this Agreement, as set forth on Section 4.1 without the consent of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Stockholders, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp), Stock Purchase Agreement (TEKMIRA PHARMACEUTICALS Corp)
Conduct of Business by the Company. Except as for matters set forth in the Company Disclosure Letter, expressly agreed to in writing by Parent or otherwise expressly contemplated permitted by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier earliest to occur of the Effective Time or date of the termination of this Agreement pursuant Agreement, the date directors designated by Parent or Sub have been elected to Article 7, and shall constitute a majority of the Company Board (the "CONTROL DATE") or the Effective Time the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses in all material respects conduct the business of the Company and the Company Subsidiaries taken as a whole in the usual, regular and ordinary course consistent with past practice in substantially the same manner as previously conducted and in compliance in use all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their its current business organizationsorganization, (y) keep available the services of their its current officers and key employees and (z) preserve their keep its relationships with those Persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case them to the end that their its goodwill and ongoing businesses business shall not be impaired unimpaired in any all material respectrespects at the Effective Time. Without In addition, and without limiting the generality of the foregoing, during except for matters set forth in the period Company Disclosure Letter, expressly agreed to in writing by Parent or otherwise expressly permitted by this Agreement, from the date of this Agreement to the earlier earliest to occur of the Effective Time or date of the termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, Control Date or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries tothe following without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alcon Holdings Inc), Summit Autonomous Inc
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier Effective Time, except as consented to occur in writing by Parent (which consent shall not be unreasonably withheld or delayed; and which consent shall be deemed given if the Company has not received written notice otherwise from Parent within five business days after requesting such consent of the Effective Time Parent as provided in Section 4.01(b)) or termination of as specifically contemplated by this Agreement pursuant to Article 7Agreement, the Company shall, and shall cause each of its Subsidiaries subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects use their commercially reasonable efforts to comply with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, Applicable Laws and, to the extent consistent therewith, use their commercially reasonable efforts to (x) preserve intact their current business organizationsmaterial assets and technology, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons PUCs, Health Agencies, customers, suppliers and others having business dealings with themthem and maintain their material franchises, in each case rights and Permits necessary to the end that conduct of their goodwill and ongoing businesses shall not be impaired in any material respectbusiness. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent shall not unreasonably be withheld or denial of such request for delayed; and which consent shall be deemed given if the Company has not be unreasonably delayedreceived written notice otherwise from Parent within five business days after requesting such consent of Parent as provided in Section 4.01(b)) or as specifically contemplated by this Agreement or as set forth in Section 4.01(a) of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (American Water Works Company, Inc.)
Conduct of Business by the Company. Except 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 Effective Time, the Company and each of its subsidiaries shall, except to the extent that Parent shall otherwise consent in writing, carry on its business in the usual, regular and ordinary course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable laws and regulations, pay its debts and Taxes in the ordinary course of business, consistent with past practice, subject to good faith disputes over such debts or Taxes, pay or perform other material obligations in the ordinary course of business consistent with past practice, and use its commercially reasonable efforts, consistent with past practice to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, (iii) collect its accounts receivable and any other amounts payable to it when due and otherwise expressly contemplated enforce any obligations owed to it by others substantially in accordance with their terms, and (iv) preserve its relationships with customers, suppliers, licensors, licensees, and others with which it has business dealings. In addition, the Company will promptly notify Parent of any material event involving its business or operations. In addition, except as permitted by the terms of this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 without the prior written consent of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Parent, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts terms or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, not do any of the following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Art Technology Group Inc), Agreement and Plan of Merger (Art Technology Group Inc)
Conduct of Business by the Company. Except as set forth on Schedule 4.1 to the Company Disclosure Schedule, as required by applicable law or regulation and except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 until the earlier of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and the Effective Time, the Company shall, and shall cause its Subsidiaries Target OP and each of their subsidiaries to, carry on their respective businesses in all material respects in the usual, regular and ordinary course consistent with past practice and in material compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material their respective debts and Taxes when due (subject to good faith disputes over such debts or Taxes)due, pay or perform their other material respective obligations when due, and, to the extent consistent therewith, and use commercially reasonable efforts consistent with the terms of this Agreement to (x) preserve intact their current business organizations, (y) their current business relationships with their respective suppliers and customers, goodwill, and the Company's status as a REIT, use commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and key employees and (z) preserve their relationships Employees, all with those Persons having business dealings with them, in each case to the end that goal of preserving unimpaired their goodwill and ongoing businesses shall not be impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during senior officers of Parent and the period from Company shall meet on a regular basis as reasonably requested by Parent to review the date financial and operational affairs of this Agreement the Company, Target OP, and their subsidiaries, to the earlier extent permitted by applicable law. Except as set forth on Schedule 4.1 to occur of the Effective Time Company Disclosure Schedule, as required by applicable law or termination of this Agreement pursuant to Article 7, regulation and except as otherwise expressly contemplated by this AgreementAgreement or except as previously consented to by Parent in writing, as set forth on Section 4.1 after the date hereof until the earlier of the Company Disclosure Lettertermination of this Agreement or the Effective Time, as required by applicable Legal Requirementswithout the prior consent of Parent, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to:
Appears in 2 contracts
Samples: Agreement (RFS Hotel Investors Inc), Agreement (CNL Hospitality Properties Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms or the Effective Time, each of the Company and its subsidiaries shall, and except to the extent that Parent shall cause its Subsidiaries tootherwise consent in writing (which consent shall not be unreasonably withheld), carry on their respective businesses in all material respects its business in the usual, regular and ordinary course consistent with past practice of business, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (in the ordinary course of business consistent with past practice, subject to good faith disputes over such debts or Taxes), and pay or perform other material obligations when duein the ordinary course of business consistent with past practice, and, to the extent consistent therewith, and use its commercially reasonable efforts consistent with past practice to (xi) preserve intact their current its present business organizations, (y) keep available the services of their current officers and key employees organization and (zii) preserve their continue to manage in the ordinary course of business its business relationships with those Persons having business dealings with themthird parties. In addition, except as permitted by the terms of this Agreement or as set forth in each case to Part 4.1 of the end that their goodwill and ongoing businesses Company Disclosure Schedule, without the prior written consent of Parent (which consent shall not be impaired in any material respect. Without limiting the generality of the foregoingunreasonably withheld), during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of its terms or the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Effective Time, the Company shall not, not do any of the following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Cholestech Corporation), Agreement and Plan of Reorganization (Inverness Medical Innovations Inc)
Conduct of Business by the Company. Except Pending the Merger. Following the date of this Agreement and prior to the earlier of the Effective Time and the date on which this Agreement is terminated pursuant to Section 9.1, except as otherwise may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly contemplated by this Agreement, as required by applicable Legal Requirements, a Transaction Agreement or as set forth in Section 4.1 7.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Letter, the Company shall, covenants and agrees that the Company and each of the Company Subsidiaries shall cause conduct its Subsidiaries to, carry on their respective businesses operations in all material respects in the accordance with its ordinary course of business, consistent with past practice and in compliance in all material respects with all Laws applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts it or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewithconduct of its business, and use all commercially reasonable efforts to (x) preserve intact their current its present business organizationsorganization, (y) maintain rights and franchises, keep available the services of their its current officers and key employees and (z) preserve their its relationships with those Persons having business dealings with them, customers and vendors in each case to the end such a manner that their its goodwill and ongoing businesses shall would not reasonably be anticipated to be impaired in any material respect. Without limiting the generality of the foregoing, during the period from Following the date of this Agreement and prior to the earlier to occur of the Effective Time and the date on which this Agreement is terminated pursuant to Section 9.1 (and notwithstanding the immediately preceding sentence) except (i) as may be required by Law or termination to comply with any Order relating to the transactions contemplated hereby, (ii) as may be consented to in writing by Verizon (which consent shall not be unreasonably withheld, conditioned or delayed, except in the case of clauses (a), (b) and (d) and, in respect of the foregoing clauses, (p) of this Agreement pursuant Section 7.1, with respect to Article 7which such consent may be withheld in Verizon’s sole discretion), except (iii) as otherwise may be expressly contemplated by this AgreementAgreement or the other Transaction Agreements, or (iv) as set forth on in Section 4.1 7.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and nor shall not it permit any of its the Company Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verizon Communications Inc), Agreement and Plan of Merger (Frontier Communications Corp)
Conduct of Business by the Company. Except (I) for matters set forth in the Company Disclosure Letter, (II) for actions required to be taken by applicable Law (provided that the Company shall reasonably promptly notify Parent after taking any action, other than in the ordinary course of business, in reliance on this clause (II)), (III) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned) and (IV) or otherwise expressly permitted or contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses in all material respects conduct its business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their its current business organizationsorganization, (y) keep available the services of their its current officers and key employees and (z) preserve maintain their relationships with those Persons customers, suppliers, licensors, licensees, distributors, Governmental Entities and others having business dealings with them. However, in each case the Company agrees not to issue any new equity compensation awards between the date of this Agreement to the end that their goodwill Effective Time except as specifically provided for in clause (ii) below or with Parent’s prior written consent. In addition, and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during except (A) for matters set forth in the period Company Disclosure Letter, (B) for actions required to be taken by applicable Law (provided that the Company shall reasonably promptly notify Parent after taking any action, other than in the ordinary course of business, in reliance on this clause (B)) or (C) as otherwise expressly permitted or contemplated by this Agreement from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries to:the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Hercules Inc), Agreement and Plan of Merger (Ashland Inc.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of Pending the Merger. The Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)covenants and agrees that, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Effective Time, unless Parent shall otherwise agree in writing, the Company shallshall conduct its business and shall cause the businesses of its Subsidiaries to be conducted only in, and the Company shall not take any action except in, and shall cause its Subsidiaries tonot to take any action except in, carry on their respective businesses in all material respects in the ordinary course of business and in a manner consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay laws and regulations; and the Company shall use reasonable best efforts to preserve substantially intact the business organization of the Company and its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, andSubsidiaries, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their the current officers and key officers, employees and (zconsultants of the Company and its Subsidiaries and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company or any of its Subsidiaries has significant business relations. Parent and the Company agree that the individuals identified in Section 5.1(a) preserve their relationships with those Persons having business dealings with them, in each case of the Disclosure Schedule shall be authorized to provide the agreement of Parent to the end that their goodwill various acts of the Company contemplated by this Section 5.1 during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time. By way of amplification and ongoing businesses not limitation, (a) except as contemplated by this Agreement and (b) as set forth in Section 5.1(b) of the Disclosure Schedule, the Company shall not be impaired in any material respect. Without limiting the generality of the foregoingand shall not permit its Subsidiaries to, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant or the Effective Time, directly or indirectly do, or propose to Article 7do, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 any of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by following without the Parent (which prior written consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries toParent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier Effective Time, except as consented to occur in writing in advance by Parent or as otherwise specifically required by this Agreement, as required by applicable Law (including, upon written notice to Parent, as required by a Governmental Entity to respond to the impact, presence, outbreak or spread of any pandemic (including COVID-19); provided, if an action would reasonably be expected to require notice under a WARN Act, such notice to Parent shall be provided at least five (5) days prior to taking such action) or as set forth in Section 6.1(a) of the Effective Time or termination of this Agreement pursuant to Article 7Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and use reasonable best efforts to preserve intact its business organization, preserve its material assets, rights and properties in good repair and condition and preserve its goodwill and maintain satisfactory relationships with customers, lenders, suppliers, licensors, licensees, distributors and others having business dealings with it and in compliance in all material respects with all applicable Legal Requirements, pay its material debts Laws and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to maintain its listing with Nasdaq (xprovided, that in no event shall the Company’s ultimate failure to maintain such listing be considered in determining the satisfaction of the conditions set forth in Section 7.2(b) preserve intact their current business organizations, (yor Section 7.2(d) keep available or form the services of their current officers basis for any termination under Article VIII). In addition to and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise expressly contemplated specifically required by this Agreement, as required by applicable Law or as set forth on in Section 4.1 6.1(a) of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries Subsidiaries, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed with respect to the matters in clauses (v), (vii) through (xxi), (xxiii) and, to the extent related to any of the foregoing clauses, (xxv)), to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Neos Therapeutics, Inc.), Agreement and Plan of Merger (Aytu Bioscience, Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of Pending the Merger. The ----------------------------------------------------- Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)covenants and agrees that, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Offer Completion Date, unless Parent shall otherwise agree in writing, and except as set forth in Section 5.1 of the Company Disclosure Letter or as contemplated hereby, the Company shall, shall conduct its business and shall cause the businesses of its Subsidiaries toto be conducted only in, carry on their respective businesses in all material respects in and the Company and its Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice practice; and in compliance in all material respects with all applicable Legal Requirements, pay the Company shall use reasonable commercial efforts to preserve substantially intact the business organization of the Company and its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, andSubsidiaries, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key the present officers, employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality consultants of the foregoingCompany and its Subsidiaries and to preserve the present relationships of the Company and its Subsidiaries with customers, suppliers and other persons with which the Company or any of its Subsidiaries has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, or as required by applicable law or rule of any stock exchange or over-the-counter market, neither the Company nor any of its Subsidiaries shall, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Offer Completion Date, and except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.1 of the Company Disclosure Letter, as required by applicable Legal Requirementsdirectly or indirectly do, or as consented propose to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)do, the Company shall not, and shall not permit any of its Subsidiaries tothe following without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novartis Inc), Agreement and Plan of Merger (Wesley Jessen Visioncare Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to until the earlier to occur of the Effective Time or (i) termination of this Agreement pursuant to Article 7VIII or (ii) the Appointment Time, except as set forth in Section 5.01(a) of the Company Disclosure Schedule or as consented to in writing in advance by Parent (provided that Parent shall not unreasonably delay its response to a request for consent and provided further that where Parent is given at least three (3) Business Day’s notice, Parent shall consult with the Company regarding such request) or as otherwise expressly permitted or required by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts Laws and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, regulations and, to the extent consistent therewith, use commercially its reasonable efforts to (x) preserve intact their its current business organizations, (y) keep available the services of their its current officers and key officers, employees and (z) consultants, maintain its rights, Permits and other authorizations issued by Governmental Entities and preserve their its relationships with those Persons customers, suppliers, licensors, licensees, landlords, distributors, franchisees and others having business dealings with them, in each case it. In addition to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during the period from the date of this Agreement to until the earlier to occur of the Effective Time or (i) termination of this Agreement pursuant to Article 7VIII or (ii) the Appointment Time, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.01(a) of the Company Disclosure Letter, Schedule or as otherwise expressly permitted or required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (provided that Parent shall not unreasonably delay its response to a request for consent and provided further that where Parent is given at least three (3) Business Day’s notice, Parent shall consult with the Company regarding such request):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Darden Restaurants Inc), Agreement and Plan of Merger (Rare Hospitality International Inc)
Conduct of Business by the Company. Except as otherwise expressly specifically provided ---------------------------------- by this Agreement (including without limitation the actions contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedSchedule 4.1(i) hereto), during the period from the date of this Agreement to and --------------- continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms or the Effective Time, the Company and each of its subsidiaries shall, and except to the extent that Parent shall cause its Subsidiaries tootherwise consent in writing, carry on their respective businesses its business, in all material respects respects, in the usual, regular and ordinary course consistent with past practice course, in substantially the same manner as heretofore conducted and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material debts and Taxes taxes when due (subject to good faith disputes over such debts or Taxes)taxes, pay or perform other material obligations when duedue subject to good faith disputes over such obligations, and, to the extent consistent therewith, and use its commercially reasonable efforts consistent with past practices and policies to (xi) preserve intact their current its present business organizationsorganization, (yii) keep available the services of their current its present officers and key employees and (ziii) preserve their its relationships with those Persons having customers, suppliers, distributors, licensors, licensees, and others with which it has business dealings with themdealings. In addition, except as permitted by the terms of this Agreement, and except as provided in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality Part 4 of the foregoingCompany Disclosure Schedule, without the prior written consent of Parent, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of its terms or the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Effective Time, the Company shall not, not do any of the following and shall not permit its subsidiaries to do any of its Subsidiaries tothe following:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Extended Systems Inc), Agreement and Plan of Reorganization (Palm Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the Closing Date, or earlier to occur of the Effective Time or termination of this Agreement, except (A) as otherwise expressly contemplated or permitted by this Agreement pursuant to Article 7or as required by any Governmental Authority or Applicable Law, (B) as set forth on Schedule 5.1 of the Company Disclosure Schedule, or (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses (x) conduct its business and operations in the ordinary and usual course of business in all material respects and in the ordinary course a manner consistent with past prior practice and in compliance in all material respects accordance with all applicable Legal RequirementsApplicable Law, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) use reasonable best efforts to preserve their relationships with those Persons having business dealings with themthe rights, in each case to the end that their franchises, goodwill and ongoing businesses shall not be impaired in any material respectrelations of its customers, clients and others with whom business relationships exist. Without limiting the generality of the foregoing, during the period from Company covenants and agrees that between the date of this Agreement to and the Closing Date, or earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 without the prior written consent of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably withheld, conditioned or delayed)) or as expressly contemplated or permitted by this Agreement, or required by a Governmental Authority or Applicable Law, or as set forth in Schedule 5.1 of the Company Disclosure Schedule, the Company shall not, and shall not permit any of cause its Subsidiaries not to, directly or indirectly:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (ConnectOne Bancorp, Inc.), Agreement and Plan of Merger (Bancorp of New Jersey, Inc.)
Conduct of Business by the Company. Except From and after the date hereof and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated in accordance with Section 7.1 (the “Termination Date”), except (w) as otherwise expressly contemplated may be required by applicable Law, (x) as may be contemplated, permitted or required by this Agreement, (y) as required may be consented to in writing in advance by applicable Legal RequirementsParent (which consent shall not be unreasonably withheld, conditioned or delayed) or (z) as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Letter, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses conduct its business in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their its current business organizationsorganization, (y) keep available the services of their its current officers and key employees and (z) preserve their its relationships with those Persons customers, suppliers and others having business dealings with themit, in each case in all material respects, to the end that their its goodwill and ongoing businesses business shall not be impaired unimpaired at the Effective Time; provided, however, that no action by the Company or any of its Subsidiaries with respect to actions taken in any material respectaccordance with clauses (i) through (xvi) of this Section 4.1(a) shall be deemed to be a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time and except (x) as may be contemplated, permitted or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated required by this Agreement, (y) as may be consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (z) as set forth on in Section 4.1 of the Company Disclosure LetterLetter (with specific reference to the applicable subsection below), as required by applicable Legal Requirements, from and after the date hereof and prior to the Effective Time or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Termination Date, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Framework Agreement (Misys PLC), Agreement and Plan of Merger (Eclipsys Corp)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier Effective Time, except (i) as consented to occur in writing in advance by Parent (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as set forth in Section 5.1(a) of the Effective Time Company Disclosure Letter, (iii) as required by any Governmental Entity or termination of any applicable Law (including any COVID-19 Measures), (iv) for reasonable actions taken in response to COVID-19 (including all COVID-19 Measures) that are taken in good faith and are consistent with reasonable commercial practice in response to COVID-19 and with respect to which the Company has reasonably consulted with Parent (to the extent practicable) or (v) as otherwise specifically required, contemplated or permitted by this Agreement pursuant to Article 7Agreement, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to carry on their respective businesses its business in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their current its business organizationsorganization, (y) preserve its assets, rights and properties in good repair and condition, keep available the services of their its current officers and key employees and (z) consultants and preserve their its goodwill and its relationships with those Persons customers, suppliers, licensors, licensees, distributors and others having material business dealings with themit; provided, however, that the failure to take any action expressly prohibited by or the taking of any action specifically addressed by the covenants and agreements set forth in each case to the end that their goodwill and ongoing businesses next sentence by the Company or any of its Subsidiaries shall not be impaired deemed to be a breach by the Company or its Subsidiaries of the covenants and agreements set forth in any material respectthis sentence. Without In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise expressly contemplated by this Agreement, (1) as set forth on in Section 4.1 5.1(a) of the Company Disclosure Letter, as required by applicable Legal Requirements, or (2) as consented to in writing in advance by the Parent (which such consent or denial of such request for consent shall not to be unreasonably withheld, conditioned or delayed), (3) as required by any Governmental Entity or any applicable Law (including any COVID-19 Measures), (4) for reasonable actions taken in response to COVID-19 (including all COVID-19 Measures) that are taken in good faith and are consistent with reasonable commercial practice in response to COVID-19 and with respect to which the Company has reasonably consulted with Parent (to the extent practicable) or (5) as otherwise specifically required, contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Evoqua Water Technologies Corp.), Agreement and Plan of Merger (Xylem Inc.)
Conduct of Business by the Company. Except (i) as set forth in SECTION 4.1 of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or (iii) as consented to in writing advance by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)in writing, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material their respective debts and Taxes when due (subject to good faith disputes over such debts or Taxes)due, pay or perform their other material respective obligations when due, and, to the extent consistent therewith, and use all commercially reasonable efforts consistent with the other terms of this Agreement to (x) preserve intact their current business organizations, (y) use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and key employees Employees and (z) preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in each case to the end that all material respects their goodwill and ongoing businesses shall not be impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during senior officers of Parent and the period from Company shall meet on a reasonably regular basis to review the date financial and operational affairs of the Company and its Subsidiaries, in accordance with applicable law, and the Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.3(d) hereof, with the understanding that, notwithstanding any other provision contained in this Agreement Agreement, Parent shall in no event be permitted to exercise control of the Company prior to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except Time. Except as otherwise (i) expressly contemplated by this Agreement, as set forth on Section (ii) disclosed in SECTION 4.1 of the Company Disclosure Letter, as required by applicable Legal RequirementsSchedule, or as (iii) consented to in writing advance by Parent in writing, after the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), date hereof the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Financial Corp \Mn\)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms and the Effective Time, the Company shallagrees, except to the extent that Parent shall otherwise consent in writing, and shall to cause each of its Subsidiaries to, carry on their respective businesses in all material respects its business in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementssubstantially the same manner as heretofore conducted, to pay timely its material debts and Taxes when due (Taxes, subject to good faith disputes over such debts or Taxes)taxes, and on the same payment terms such debts and taxes have historically been paid, to attempt to collect its receivables in the same manner and on the same terms such receivables have historically been collected, to timely pay or perform other material obligations when due, and, and to the extent consistent therewith, use its commercially reasonable efforts consistent with past practices and policies to (x) preserve intact their current the Company's and each of its Subsidiaries present business organizations, (y) keep available the services of their current its present officers and key employees and (z) preserve their its relationships with those Persons customers, suppliers, distributors, licensors, licensees, and others having business dealings with themthe Company and each of its Subsidiaries, in each case to the end that their the Company's and each of its Subsidiaries goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of unimpaired at the Effective Time or termination (provided that the failure to meet such objectives shall not in and of itself be deemed a breach of this Agreement pursuant to Article 7, except Section 6.1 if the Company shall have complied with its obligations hereunder). The Company shall promptly notify Parent of any material event or occurrence not in the ordinary course of business of the Company or any of its Subsidiaries. Except as otherwise expressly contemplated provided for by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any cause each of its Subsidiaries not to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Argosy Education Group Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this AgreementPending the Closing. The Company agrees that, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time Time, except as specifically permitted, required or termination contemplated by any other provision of this Agreement pursuant (exclusive of the schedules hereto), as specifically set forth in a closing condition in Article VII or with Xxxxxx's prior written consent (such consent not to Article 7be unreasonably withheld), the Company shall, and shall cause each Company Subsidiary to: (i) conduct its Subsidiaries to, carry on their respective businesses in all material respects operations only in the ordinary course consistent Ordinary Course of Business, and not to take any action inconsistent therewith or with past practice and in compliance in all material respects with all applicable Legal Requirementsthis Agreement, pay (ii) use its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their current business organizations, (y) keep available the services of their the current officers and key officers, employees and consultants of the Company and each Company Subsidiary (zsubject to terminations for cause or performance reasons) and to preserve the current relationships of the Company and each Company Subsidiary with their relationships respective customers, suppliers, distributors, business partners and other Persons with those Persons having which the Company or any Company Subsidiary has business dealings with themrelations, (iii) use its Best Efforts to have in effect and maintain at all times insurance of the kinds, in each case to the end that their goodwill amounts and ongoing businesses shall not be impaired with the insurers as is in any material respecteffect as of the date of this Agreement, (iv) keep in working condition and good order and repair all of its assets and other properties, normal wear and tear excepted, and (v) protect the Company's Intellectual Property. Without limiting the generality of the foregoing, during the period from the date and as an extension thereof, except as specifically permitted, required or contemplated by any other provision of this Agreement to the earlier to occur (exclusive of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedschedules hereto), the Company shall not, and shall not permit any Company Subsidiary to, from the date of its Subsidiaries to:this Agreement to the Effective Time, directly or indirectly, do, or agree to do, any of the following without Parent's prior written consent (such consent not to be unreasonably withheld):
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Superior Galleries Inc)
Conduct of Business by the Company. Except (x) as set forth in Section 5.1(a) of the Company Disclosure Letter, (y) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19, as determined by the Company in its reasonable discretion after providing at least two business days’ written notice to Parent prior to taking or omitting to take such action or (z) as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter Agreement or as consented to by Parent in writing by the Parent (which such consent or denial of such request for consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause its Subsidiaries subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their current business organizations, (y) preserve their assets and properties in good repair and condition, use reasonable best efforts to keep available the services of their current officers and other key employees and (z) preserve their relationships with those Persons persons having business dealings with them, in each case them to the end that their goodwill and ongoing businesses shall not be impaired unimpaired at the Effective Time. Except as set forth in any material respect. Without limiting the generality Section 5.1(a) of the foregoingCompany Disclosure Letter or as otherwise expressly contemplated by this Agreement or as consented to by Parent in writing (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to:
Appears in 1 contract
Conduct of Business by the Company. Except Pending the Merger. Following the date of this Agreement and prior to the earlier of the Effective Time and the Termination Date, except as otherwise expressly contemplated may be consented to in writing by this AgreementAT Co. and Spinco (which consent shall not be unreasonably withheld, as required by applicable Legal Requirements, conditioned or delayed) or as set forth in Section 4.1 8.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Letter, the Company shall, covenants and agrees that each of the Company and the Company Subsidiaries shall cause conduct its Subsidiaries to, carry on their respective businesses operations in all material respects in the accordance with its ordinary course of business, consistent with past practice and in compliance in all material respects with all Laws applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts it or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewithconduct of its business, and use commercially all reasonable best efforts to (x) preserve intact their current its present business organizationsorganization, (y) maintain rights and franchises, keep available the services of their its current officers and key employees and (z) preserve their its relationships with those Persons customers, suppliers and others having business dealings with them, it in each case to the end such a manner that their its goodwill and ongoing businesses shall are not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from Following the date of this Agreement and prior to the earlier to occur of the Effective Time and the Termination Date except (i) as may be required by Law (provided that any party availing itself of such exception must first consult with the other party), (ii) as may be consented to in writing by AT Co. and Spinco (which consent shall not be unreasonably withheld, conditioned or termination of delayed), (iii) as may be expressly permitted by this Agreement pursuant to Article 7or the other Transaction Agreements, except as otherwise expressly contemplated by this Agreement, or (iv) as set forth on in Section 4.1 8.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and nor shall not it permit any of its the Company Subsidiaries to:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, (i) as set forth in Section 4.1 of the Company Disclosure Letter or Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing writing, or (iv) as required by the Parent (which consent applicable law or denial of such request for consent shall not be unreasonably delayed)regulation, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material their respective debts and Taxes when due (subject to good faith disputes over such debts or Taxes)due, pay or perform their other material respective obligations when due, and, to the extent consistent therewith, use all commercially reasonable efforts consistent with the other terms of this Agreement to (x) preserve intact their current business organizations, (y) use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and key employees Employees and (z) preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in each case to the end that all material respects their goodwill and ongoing businesses shall not be impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during senior officers of Parent and the period from Company shall meet on a reasonably regular basis to review the date financial and operational affairs of the Company and its Subsidiaries, in accordance with applicable law, and the Company shall give due consideration to Parent's input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement Agreement, Parent shall in no event be permitted to exercise control of the Company prior to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except Time. Except as otherwise (i) expressly contemplated by this Agreement, as set forth on (ii) disclosed in Section 4.1 of the Company Disclosure LetterSchedule, (iii) consented to by Parent in writing or (iv) except as required by applicable Legal Requirementslaw or regulation, or as consented to in writing by after the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), date hereof the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Webster Financial Corp)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier Effective Time, except (i) with the prior written consent of Parent (such consent not to occur be unreasonably withheld, conditioned or delayed), (ii) as required by applicable Law, (iii) for any commercially reasonable actions that the Company reasonably determines are necessary or prudent for the Company or its Subsidiaries to take in response to COVID-19 or COVID-19 Measures (provided, that with respect to this clause (iii), the Company has provided prior notice to and consults with Parent in good faith to the extent any such actions would otherwise require consent of Parent under this Section 5.01(a), unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case the Company shall provide notice to Parent as soon as reasonably practicable), (iv) as specifically directed by Parent or any of its affiliates or (v) as specifically contemplated by this Agreement or as set forth in Section 5.01(a) of the Effective Time or termination of this Agreement pursuant to Article 7Company Letter, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) carry on its and their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, B) to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current present officers and key employees other employees, and (z) preserve substantially intact their relationships with those Persons their business partners and others having material business dealings with them; provided, in each case however that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of the end that their goodwill and ongoing businesses next sentence of this Section 5.01(a) shall not be impaired in any material respectdeemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier Effective Time, except (i) with the prior written consent of Parent (such consent not to occur be unreasonably withheld, conditioned or delayed); provided, that Parent shall be deemed to have provided its prior written consent if it fails to acknowledge or otherwise respond to the Company’s request for consent within five (5) Business Days of the Effective Time or termination Parent’s receipt of this Agreement such request, with all communications pursuant to Article 7this proviso to be made in accordance with Section 5.01(c), except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, (ii) as required by applicable Legal RequirementsLaw, (iii) for any commercially reasonable actions that the Company reasonably determines are necessary or prudent for the Company or its Subsidiaries to take in response to COVID-19 or COVID-19 Measures (provided, that with respect to this clause (iii), the Company has provided prior notice to and consults with Parent in good faith to the extent any such actions would otherwise require consent of Parent under this Section 5.01(a), unless it is not reasonably practicable under the circumstances to provide such prior notice, in which case the Company shall provide notice to Parent as soon as reasonably practicable), (iv) as specifically directed by Parent or any of its affiliates, or (v) as consented to specifically contemplated by this Agreement or as set forth in writing by Section 5.01(a) of the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Company Letter, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Conduct of Business by the Company. Except (i) for matters set forth in Section 5.1(a) of the Company Disclosure Schedule, (ii) as otherwise expressly contemplated permitted by or required in accordance this Agreement, (iii) as required by applicable Legal Requirements, Law or (iv) as set forth in Section 4.1 of the Company Disclosure Letter or as may be consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedwithheld, delayed or conditioned), during the period from the date of this Agreement to the earlier to occur of Effective Time, or, if earlier, the Effective Time or termination of this Agreement pursuant to Article 7in accordance with its terms (such time, the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses (x) conduct its business in all material respects in the ordinary course consistent Ordinary Course of Business and (y) use commercially reasonable efforts to (1) preserve intact the material components of its present business organization, (2) keep available the services of its present officers and key employees in all material respects, (3) preserve its relationships with past practice manufacturers, suppliers, vendors, distributors, Governmental Entities with jurisdiction over the Company’s operations, customers, licensors, licensees and in compliance others with which it has material business dealings, (4) comply in all material respects with all applicable Legal RequirementsLaws, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z5) preserve maintain in effect all Company Permits in accordance with their relationships with those Persons having business dealings with themterms and renew any Company Permit that would otherwise expire pursuant to their terms. In addition, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during except for matters set forth in the period from the date of this Agreement to the earlier to occur of the Effective Time Company Disclosure Schedule or termination of this Agreement pursuant to Article 7, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as Agreement or required by applicable Legal Requirements, Law or as consented to in writing by with the prior written consent of Parent (which consent or denial of such request for consent shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier earliest to occur of the Effective Time Time, the date directors designated by Parent or Sub shall have been elected to and shall constitute a majority of the Board of Directors of the Company (the “Control Date”) or the date of termination of this Agreement, except as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned) or as specifically contemplated by this Agreement pursuant to Article 7or as required by law, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects use their commercially reasonable efforts to comply with all applicable Legal RequirementsApplicable Laws, pay its material debts rules and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, regulations and, to the extent consistent therewith, use their commercially reasonable efforts to (x) preserve intact their current business organizations, (y) organization and keep available the services of their its current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case sufficient to the end that their maintain its goodwill and ongoing businesses shall not be impaired business. The Company will take all steps reasonably necessary to preserve the Company’s legal rights in, and, in any material respectthe case of confidential Intellectual Property Rights only, the secrecy of, all its Intellectual Property Rights in accordance with past practices of the Company and subject to Section 4.02(a). Without Subject to, and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier earliest to occur of the Effective Time or date of termination of this Agreement pursuant to Article 7Agreement, the Control Date or the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedwithheld, delayed or conditioned), or as specifically contemplated by this Agreement, or as required by law, or as set forth in Section 4.01 of the Company Disclosure Schedule, or as specifically contemplated by the MBO Agreement, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause each of its Subsidiaries to, to (x) carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use all commercially reasonable efforts to (x) preserve intact their its current business organizations, (y) keep available the services of their its current officers and key employees and (z) preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case to it with the end intention that their its goodwill and ongoing businesses business shall not be impaired unimpaired at the Effective Time and (y) promptly notify Parent of (A) the occurrence of any Company Material Adverse Effect, (B) the material breach of any representation or warranty of the Company contained herein, which breach, alone or together with any other breaches of the representations and warranties of the Company contained herein, would reasonably be expected to result in a Company Material Adverse Effect or the failure to satisfy any condition to the obligations of Parent and Merger Sub to consummate the transactions contemplated hereby, and (C) any material respectchange with respect to the disclosures set forth on the Company Disclosure Schedule. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise expressly provided in Section 5.01(a) of the Company Disclosure Schedule or as contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (such consent not to be unreasonably withheld, conditioned or delayed with respect to any matters set forth in clauses (iv), (v), (vi), (x), (xi), (xii), (xiii) and, to the extent relating to any of the foregoing, clause (xxiv)):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Eye Care Centers of America Inc)
Conduct of Business by the Company. Except From the date of this Agreement until the Effective Time, except (i) as otherwise required by Law, (ii) as expressly required or contemplated by this Agreement, as required by applicable Legal Requirements, (iii) as set forth in on Section 4.1 5.1 of the Company Disclosure Letter Letter, or as consented to in writing by (iv) with the prior written consent of Parent (which consent or denial of such request for consent shall not be unreasonably withheld, conditioned or delayed; provided that if Parent does not respond to a request for consent delivered in accordance with Section 8.3 within seven calendar days of receipt thereof (which period may be extended by an additional seven calendar days at Parent’s reasonable election), during the period from the date of this Agreement Parent shall be deemed to the earlier have consented to occur of the Effective Time or termination of this Agreement pursuant to Article 7such request), the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects (x) conduct the business of the Company and its Subsidiaries in the ordinary course of business, consistent with past practice and in compliance practice, in all material respects with all applicable Legal Requirementsrespects, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available use its reasonable best efforts to maintain and preserve its business and material assets and current organization and to preserve the services of their current officers rights, franchises, goodwill and key employees and (z) preserve their relationships with those Persons employees, customers, lenders, suppliers, distributors, licensors, licensees, regulators and others having material business dealings relations with themthe Company or its Subsidiaries and maintain and preserve the Company Real Property and the tangible personal property of the Company or its Subsidiaries in good operating condition (and, with respect to Company Real Property, structurally sound), subject to normal wear and tear, and in each case a manner adequate for the uses to which they are being put as of the end that their goodwill and ongoing businesses shall not be impaired in any material respectdate of this Agreement. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of until the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent clauses (which consent or denial of such request for consent shall not be unreasonably delayed)i) through (iv) above, the Company shall not, and shall not permit any of cause its Subsidiaries not to, directly or indirectly:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tempur Sealy International, Inc.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to until the earlier to occur of the Effective Time Closing or termination of the date, if any, on which this Agreement is earlier terminated pursuant to Article 7Section 9.1 (the “Pre-Closing Period”), except (i) as required by applicable Law, (ii) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), or (iii) as otherwise required or specifically contemplated by the Transaction Agreements, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective conduct its businesses in all material respects in the ordinary course of business and in a manner consistent with past practice practices, and in compliance in all material respects with all applicable Legal Requirements, pay use its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve substantially intact their current the business organizationsorganization of the Group Companies, (y) comply with all applicable Laws, keep available the services of their current officers and key employees and (z) present employees, preserve their its assets, preserve its relationships with those Persons having customers, suppliers, licensors, licensees, distributors and others with whom the Company or any Subsidiaries has material business dealings with them, in each case to relations as of the end that their goodwill and ongoing businesses shall not be impaired in any material respectdate hereof. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except (w) as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as may be required by applicable Legal RequirementsLaw, or as consented to in writing by (x) with the prior consent of Parent (which consent or denial of such request for consent shall not be unreasonably conditioned, withheld or delayed, and without limiting the generality of the foregoing, which consent shall be deemed given if approved by any of the Rollover Shareholders in their respective capacity as an officer of the Company), or (y) as otherwise permitted or specifically contemplated by the Transaction Agreements, during the Pre-Closing Period, the Company shall not, and shall not permit any of its Subsidiaries the other Group Companies to:
Appears in 1 contract
Conduct of Business by the Company. Except 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, the Company shall (A) carry on its business in the ordinary course consistent with past practice (including, for the avoidance of doubt, recent past practice in light of COVID-19; provided that, any commercially reasonable action taken, or omitted to be taken, that relates to, or arises out of, COVID-19 shall be deemed to be in the ordinary course of business), and (B) use commercially reasonable efforts to maintain its goodwill and relationships with customers, suppliers, employees and other material business relations, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (b) as otherwise expressly contemplated by this Agreement, Agreement or Section 6.1 of the Company Disclosure Letter; or (c) as required by applicable Legal RequirementsLaw. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company from taking or failing to take any commercially reasonable action, including the establishment of any commercially reasonable policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures so long as, in each instance, prior to taking any such action that would otherwise violate this Section 6.1, the Company, to the extent reasonably practicable under the circumstances, provides Parent with advance notice of such anticipated action and consults with Parent in good faith with respect to such action and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Section 6.1 in any way, and (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or as set forth in on Section 4.1 6.1 of the Company Disclosure Letter Letter, or as consented to in writing required by applicable Law, without the prior written consent of Parent (which such consent or denial of such request for consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, its terms or the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Closing, the Company shall not, and shall not permit do any of its Subsidiaries tothe following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Stable Road Acquisition Corp.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance comply with all [AGREEMENT AND PLAN OF MERGER] applicable Laws in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when duerespects, and, to the extent consistent therewith, use its commercially reasonable efforts to (x) preserve intact their its current business organizations, (y) keep available the services of their its current officers and key officers, employees and consultants (zprovided that the Company shall not have any requirement to pay stay or retention bonuses or similar arrangements without Parent agreement to reimburse the Company, it being agreed that Parent shall not be required to reimburse the Company for any such arrangements permitted by this Agreement but not expressly requested by Parent) and preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case to it with the end intention that their its goodwill and ongoing businesses business shall not be materially impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise provided on Section 5.01(a) of the Company Disclosure Letter and except as expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as Agreement or required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Laws, the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (in the case of clauses (v), (vi), (vii)(D) to the extent in the ordinary course of business consistent with past practice such consent not to be unreasonably withheld, conditioned or delayed, and in the case of clause (ix), and, solely with respect to the foregoing clauses in this parenthetical, (xix), such consent not to be unreasonably withheld, conditioned or delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as (i) for matters set forth in Section 4.1 5.01 of the Company Disclosure Letter or otherwise contemplated or required by this Agreement, (ii) as consented required by a Governmental Entity of competent jurisdiction (including pursuant to in writing a Judgment issued by any of the State Utilities Commissions) or by applicable Law, or as expressly permitted pursuant to Section 5.02 with respect to any Proceedings or pursuant to Section 5.04 with respect to the Restructuring, or (iii) with the prior written consent of Parent (which consent or denial of such request for consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier to occur of until the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses (x) conduct its business in the ordinary course of business in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, y) to the extent consistent therewithwith the foregoing clause (x), use commercially reasonable efforts to (x) preserve intact their current intact, in all material respects, its business organizationsorganization, (y) keep available the services of their current officers assets, properties and key existing relationships with customers, suppliers, employees and (z) preserve their relationships with those Persons having business dealings with themGovernmental Entities. In addition, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during except (i) as set forth in the period Company Disclosure Letter, (ii) as otherwise contemplated or required by this Agreement, or as required by a Governmental Entity (including pursuant to a Judgment issued by any of the State Utilities Commissions) or by applicable Law, (iii) as expressly permitted pursuant to Section 5.02 with respect to any Proceedings or pursuant to Section 5.04 with respect to the Restructuring, or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the earlier to occur of until the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, and shall not permit any Company Subsidiary to, do any of its Subsidiaries tothe following:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from From the date of this Agreement to until the earlier to occur of the Effective Time Closing Date or the termination of this Agreement pursuant to Article 7in accordance with its terms (the “Interim Period”), the Company shall, and shall cause its Subsidiaries each Company Entity to, carry except as set forth on their respective businesses Section 5.2 of the Disclosure Schedules, as expressly contemplated by this Agreement or any Ancillary Agreement or as consented to by Parent in writing (which consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law (including as may be requested or compelled by any Governmental Authority), (i) use commercially reasonable efforts to conduct its Business in all material respects in the ordinary course and in a manner consistent with past practice practice, other than due to any actions taken due to a “shelter in place,” “non-essential employee” or similar direction of any Governmental Authority, and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, ii) use commercially reasonable efforts to preserve their respective properties, business, operations, organization (x) preserve intact their current business organizations, (y) keep available the services of their current including officers and key employees employees), goodwill and (z) preserve their relationships with those suppliers, customers, agents, lenders, regulators and any other Persons having a material business dealings relationship with themany Company Entity and maintain all Insurance Policies or substitutes therefor (it being understood that in the event a search for a new chief financial officer is conducted during the Interim Period, in each case to the end that their goodwill and ongoing businesses Company shall not be impaired in any material respectkeep Parent reasonably informed regarding such search process). Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 5.2 of the Company Disclosure LetterSchedules, as required expressly contemplated by applicable Legal Requirements, this Agreement or any Ancillary Agreement or as consented to by Parent in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably conditioned, withheld or delayed), or as may be required by Law, the Company shall not, and shall cause each Company Entity not permit any of its Subsidiaries to, during the Interim Period:
Appears in 1 contract
Samples: Agreement and Plan of Merger (INSU Acquisition Corp. II)
Conduct of Business by the Company. Except 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, the Company shall, and shall cause its Subsidiaries to, (A) carry on its business in the ordinary course consistent with past practice in all material respects (including, for the avoidance of doubt, recent past practice in light of COVID-19), and (B) use commercially reasonable efforts to maintain its goodwill and relationships with material customers, suppliers, employees and other material business relations of the Company and its Subsidiaries taken as a whole, except: (a) to the extent that Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (b) as expressly contemplated by this Agreement, Agreement or Section 5.1 of the Company Disclosure Letter; or (c) as required by applicable Legal RequirementsLaw. Notwithstanding anything to the contrary contained herein, nothing herein shall prevent the Company from taking or failing to take any action, including the establishment of any policy, procedure or protocol, in response to COVID-19 or any COVID-19 Measures so long as, to the extent reasonably practicable under the circumstances, the Company provides Parent with advance notice of such anticipated action and (x) no such actions or failure to take such actions shall be deemed to violate or breach this Section 5.1 in any way, and (y) all such actions or failure to take such actions shall be deemed to constitute an action taken in the ordinary course of business. Without limiting the generality of the foregoing, except as required or expressly permitted by the terms of this Agreement or as set forth in on Section 4.1 5.1 of the Company Disclosure Letter Letter, or as consented required by applicable Law or as a result of or in connection with a COVID-19 Measure (but subject to the proviso in writing by the immediately preceding sentence), without the prior written consent of Parent (which such consent or denial of such request for consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, its terms or the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Closing, the Company shall not, and shall cause its Subsidiaries not permit to, do any of its Subsidiaries tothe following:
Appears in 1 contract
Samples: Business Combination Agreement (Ivanhoe Capital Acquisition Corp.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this AgreementPending the Closing. The Company agrees that, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from between the date of this Agreement to and the earlier to occur of (A) the Effective Time or (B) the date of termination of this Agreement pursuant to Article 7Agreement, except as specifically permitted by any other provision of this Agreement, unless Parent shall otherwise agree in writing or as required by applicable Law, the Company shallwill, and shall will cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses (i) conduct its operations in all material respects only in the ordinary and usual course of business consistent with past practice practice, and in compliance in all material respects shall not take any action inconsistent therewith or with all applicable Legal Requirementsthis Agreement, pay (ii) use its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their current business organizations, (y) keep available the services of their the current officers and key officers, employees and consultants of the Company and each Company Subsidiary and to preserve the current relationships of the Company and each Company Subsidiary with such of the customers, suppliers, distributors, business partners and other Persons with which the Company or any Company Subsidiary has business relations, (ziii) preserve their relationships with those Persons having business dealings with themhave in effect and maintain in all material respects at all times, insurance substantially of the kinds and in each case to the end that their goodwill amounts as is in effect as of the date of this Agreement, and ongoing businesses shall not be impaired (iv) keep substantially in any working condition and good order and repair all of its material respectassets and other material properties, normal wear and tear excepted. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and as an extension thereof, except as otherwise expressly contemplated specifically permitted by any other provision of this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any Company Subsidiary to, between the date of its Subsidiaries to:this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without Parent's prior written consent, unless required by applicable Law or in accordance with the Company's 2006 capital budget set forth on Section 6.1 of the Company Disclosure Schedule or as otherwise set forth on Section 6.1 of the Company Disclosure Schedule (with each exception specifically identified by paragraph number):
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from From the date of this Agreement to until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Effective Time, unless the Parent otherwise agrees in writing, the Company shallwill (a) conduct its businesses and operations in the ordinary course of business; (b) preserve intact its corporate existence and business organization; (c) use its commercial best efforts to preserve the goodwill and present business relationships (contractual or otherwise) with all customers, suppliers, resellers, employees, licensors, distributors and shall cause others having business relationships with it; (d) use its Subsidiaries tocommercial reasonable efforts to keep available the services of its current officers, carry on their respective businesses employees and full time consultants; (e) use its commercial best efforts to preserve in all material respects in the ordinary course consistent with past practice its present properties and in compliance its tangible and intangible assets; (f) comply in all material respects with all applicable Legal Requirements, pay Laws and all Contracts to which the Company or its material debts and Taxes when due (subject to good faith disputes over such debts Subsidiaries is a party or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services any of their current officers Assets and key employees Properties are bound; (g) pay all applicable Taxes as such Taxes become due and payable; and (zh) preserve their relationships with those Persons having business dealings with them, in each case maintain all existing licenses and permits applicable to the end that their goodwill its operations and ongoing businesses shall not be impaired in any material respectbusinesses. Without limiting the generality of the foregoing, during and as an extension thereof, or as expressly permitted by any other provision of this Agreement, the period Company will not from the date of this Agreement until the Effective Time, directly or indirectly, do, or agree to the earlier to occur do, any of the Effective Time or termination following without the prior written consent of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably withheld or delayed); provided, that in the event that Parent does not reply to a written request (including email) from the Company within 5 Business Days from receipt of such request (3 Business Days with respect to any customer Contract matters (in which case the request will include a summary of the main terms including terms that the Company reasonably believes that constitute a material deviation from the Company’s ordinary course of business consistent with past practice)), the Company Parent shall not, and shall not permit any of its Subsidiaries tohave been deemed to consent to such action:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, (i) as set forth in Section 4.1 of the Company Disclosure Letter or Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to in writing advance by the Parent in writing, or (which consent iv) as required by applicable law or denial of such request for consent shall not be unreasonably delayed)regulation, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material their respective debts and Taxes when due (subject to good faith disputes over such debts or Taxes)due, pay or perform their other material respective obligations when due, and, to the extent consistent therewith, use all commercially reasonable efforts consistent with the other terms of this Agreement to (x) preserve intact their current business organizations, (y) use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and key employees Employees and (z) preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in each case to the end that all material respects their goodwill and ongoing businesses shall not be impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during senior officers of Parent and the period from Company shall meet on a reasonably regular basis to review the date financial and operational affairs of the Company and its Subsidiaries, in accordance with applicable law, and the Company shall give due consideration to Parent's input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement Agreement, Parent shall in no event be permitted to exercise control of the Company prior to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except Time. Except as otherwise (i) expressly contemplated by this Agreement, as set forth on (ii) disclosed in Section 4.1 of the Company Disclosure LetterSchedule, (iii) consented to in advance by Parent in writing or (iv) except as required by applicable Legal Requirementslaw or regulation, or as consented to in writing by after the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), date hereof the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Berkshire Hills Bancorp Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur of the Effective Time (or termination of such earlier date on which this Agreement may be terminated in accordance with Section 7.01), except as required by applicable Law, consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), or otherwise specifically contemplated or permitted by or required pursuant to Article 7this Agreement, the Company shall, and shall cause each of its Subsidiaries toSubsidiaries, to (subject to the other requirements of this Section 4.01), carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay use its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (xi) preserve intact their in all material respects its current business organizationsorganization, (y) keep available the services of their current officers goodwill, and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case ongoing businesses to the end that their its goodwill and ongoing businesses shall be materially unimpaired at the Effective Time, (ii) (without limiting any additional information Parent may request pursuant to Section 5.02) promptly deliver to Parent copies of (1) its unaudited monthly financial statements as they become available between the date of this Agreement and the Closing Date on or prior to the fifteenth (15th) Business Day following the last day of each such month and (2) its standard weekly cash reports consistent with past practices, and (iii) not be impaired incur aggregate Transaction expenses with the Known Service Providers in excess of the amounts set forth on Section 5.14 of the Company Disclosure Letter (which amount, for the avoidance of doubt, shall not include any material respectTransaction expenses that have been paid by the Company prior to June 30, 2015). Without In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7such period, except as required by applicable Law or as otherwise expressly specifically contemplated or permitted by or required pursuant to this Agreement, as Agreement (including any matters set forth on Section 4.1 4.01 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (which such consent shall not be unreasonably withheld, delayed or conditioned):
Appears in 1 contract
Conduct of Business by the Company. Except 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 (such period, the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries to, (A) carry on their respective businesses in the ordinary course consistent with past practice and in material compliance with applicable Law and company policies, and (B) use commercially reasonable efforts to maintain and preserve their respective businesses, material assets and organizations intact, retain their respective present officers and maintain and preserve their respective goodwill and relationships with customers, suppliers, employees (other than employee terminations in the ordinary course of business), licensors, Governmental Entities, creditors and others having business relations with such Persons, except in each case: (a) to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed); (b) as otherwise expressly contemplated by this Agreement, the Recapitalization or Section 6.1 of the Company Disclosure Letter; or (c) as required by applicable Legal RequirementsLaw or Governmental Entity. Notwithstanding anything to the contrary contained herein, to the extent the Company or any of its Subsidiaries takes or fails to take any commercially reasonable action directly in response to any COVID-19 Measures, including the establishment of any commercially reasonable policy, procedure or protocol, such action or failure to act shall not be deemed to constitute an action taken in violation or breach of Section 6.1(a) through (w) so long as, in each instance, prior to taking or omitting to take any such action that would otherwise violate or breach this Section 6.1, the Company provides Parent with advance notice of such anticipated action and, with respect to taking or omitting to take any action that would violate or breach clauses (a), (c), (d), (e), (f), (h), (m), (n) or (w) (solely as clause (w) pertains to the foregoing clauses), receives Parent’s prior written consent (which may be given or withheld in its sole discretion). Without limiting the generality of the foregoing, except as required or expressly contemplated by the terms of this Agreement or as set forth in on Section 4.1 6.1 of the Company Disclosure Letter Letter, or as consented to in writing required by applicable Law, without the Parent (which prior written consent or denial of such request for consent shall not be unreasonably delayed)Parent, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, its terms or the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Closing, the Company shall not, and shall cause its Subsidiaries not permit to, do any of its Subsidiaries tothe following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (VPC Impact Acquisition Holdings III, Inc.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur Effective Time (the “Interim Period”), except as expressly set forth in Section 4.01(a) of the Effective Time Company Disclosure Schedules, required by Law, consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or termination delayed) or as specifically permitted or required by any other provision of this Agreement pursuant to Article 7(including in any exceptions in clauses (i) – (xxii) below), the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, Ordinary Course of Business and, to the extent consistent therewith, use commercially reasonable efforts its Reasonable Best Efforts to (x) preserve substantially intact their its current business organizationsorganization, (y) to keep available the services of their its current officers and key employees and (z) preserve their its relationships with those customers, suppliers, licensors, licensees, distributors and with such other Persons having with which the Company has significant business dealings with them, in each case relations as reasonably necessary to the end that their goodwill and ongoing businesses shall not be impaired in any material respectpreserve intact its business organization. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and as an extension thereof, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 4.01(a) of the Company Disclosure Letter, Schedules or as specifically permitted or required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial any other provision of such request for consent shall not be unreasonably delayed)this Agreement, the Company shall notnot (unless required by applicable Law or disclosed in the Disclosure Schedules) during the Interim Period, and directly or indirectly do, authorize or agree to do (provided that nothing in this Agreement shall not permit prohibit the Company from arranging backup financing to be incurred in the event of a termination hereof prior to Closing) any of its Subsidiaries to:the following without the prior written consent of Parent (such consent not to be unreasonably withheld conditioned or delayed):
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by The Company agrees that between the date of this AgreementAgreement and the Company Merger Effective Time, as required by applicable Legal Requirements, except as set forth in Section 4.1 5.01(a) of the Company Disclosure Letter Letter, as expressly provided for, permitted or required by any other provision of this Agreement or as consented to required by applicable Law, by a Governmental Entity of competent jurisdiction or by the rules or requirements of the NYSE, unless Gold shall otherwise consent in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedwithheld, delayed or conditioned), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shallwill, and shall will cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses (x) conduct its business and operations in all material respects in the ordinary course consistent with past practice of business and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, y) use commercially reasonable efforts to (xI) preserve substantially intact their current its business organizationsorganization, (y) keep available the services of their its current officers and key employees and (z) preserve their its relationships with those Persons significant Governmental Entities (including applicable Gaming Authorities), customers, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having significant business dealings with themit; and (II) maintain in effect all material Company Permits; provided, in each case however, that no action by the Company or its Subsidiaries with respect to the end that their goodwill and ongoing businesses matters specifically addressed by any provision of this Section 5.01(a) shall not be impaired in any material respectdeemed a breach of clause (x) or clause (y) unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.01(a) of the Company Disclosure Letter, as expressly provided for, permitted or required by any other provision of this Agreement or as required by applicable Legal RequirementsLaw, by a Governmental Entity of competent jurisdiction or as consented to in writing by the Parent (which consent rules or denial requirements of such request for consent shall not be unreasonably delayed)the NYSE, the Company shall not, and shall not permit any Company Subsidiary to, between the date of its Subsidiaries to:this Agreement and the Company Merger Effective Time, do any of the following without the prior written consent of Gold (which consent shall not be unreasonably withheld, delayed or conditioned):
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Game Technology)
Conduct of Business by the Company. Except 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, the Company and each of its Subsidiaries shall, except to the extent that Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement, 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 Legal Requirements (except where noncompliance would not be reasonably expected to have a Material Adverse Effect on the Company or as expressly contemplated by Schedule 4.1 hereto), pay its debts, Taxes and other material obligations when due subject to good faith disputes over such debts, Taxes or other material obligations and subject to the delay in the payment of any of the foregoing that is done in the ordinary course of business, and use its commercially reasonable efforts consistent with past practices and policies to (i) preserve substantially intact its present business organization, (ii) keep available the services of its present key officers and employees and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others with which it has significant business dealings. In addition, except as (w) required or permitted by the terms of this Agreement, (x) set forth on Schedule 4.1, (y) required by the terms of Company Contracts in existence on the date of this Agreement (including any Company Plan) or (z) required by applicable Legal Requirements, as set forth in Section 4.1 without the prior written consent of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Parent, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms and the Closing, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries toshall not do any of the following:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Andina Acquisition Corp. II)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from ---------------------------------- the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms or the Appointment Time, the Company and each of its subsidiaries shall, and except to the extent that Parent shall cause its Subsidiaries tootherwise consent in writing, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, and use commercially its reasonable best efforts to (xi) preserve intact their current its present business organizationsorganization, (yii) keep available the services of their current its present officers and key employees and (ziii) preserve their its relationships with those Persons having customers, suppliers, licensors, licensees and others with which it has business dealings with themdealings. In addition, in each case to during that period the end that their goodwill and ongoing businesses shall not be impaired in Company will promptly notify Parent of any material respectevent involving its business or operations consistent with the agreements contained herein. Without limiting In addition, except as permitted by the generality terms of this Agreement, the foregoingTransaction Option Agreement or the Stockholders' Agreements, and except as contemplated by this Agreement, the Transaction Option Agreement or the Stockholders' Agreements, without the prior written consent of Parent during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7its terms or the Appointment Time, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.1 of the Company Disclosure LetterSchedule, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent ----------- Company shall not be unreasonably delayed), the Company shall not, do and shall not permit any of its Subsidiaries tosubsidiaries to do any of the following:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period (the “Interim Period”) from the date of this Agreement to the earlier to occur of the Effective Time Closing Date or the termination of this Agreement pursuant to Article 7in accordance with Section 8.1 hereof, except as otherwise expressly contemplated or permitted by this Agreement, the Company shallshall (i) use its commercially reasonable efforts to, and shall cause each Company Subsidiary to use its Subsidiaries commercially reasonable efforts to, carry on their respective businesses in all material respects its business in the usual, regular and ordinary course course, consistent with past practice (except as otherwise set forth in Section 5.1 of the Company Disclosure Schedule), and use its commercially reasonable efforts to preserve intact its present business organization, the services of its present officers and employees consistent with past practice and in compliance its goodwill and relationships with tenants and others having business dealings with it and (ii) comply in all material respects with with, and shall cause each Company Subsidiary to comply in all material respects with, all applicable Legal RequirementsLaws wherever its business is conducted, pay its material debts and Taxes when due (subject to good faith disputes over such debts including the timely filing of reports, forms or Taxes), pay or perform other material obligations when due, and, documents with the SEC required pursuant to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available Securities Act or the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respectExchange Act. Without limiting the generality of the foregoing, during the period from Interim Period, neither the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, Company nor any Company Subsidiary will (except as otherwise expressly contemplated permitted by this Agreement, as expressly contemplated by the transactions contemplated hereby, as set forth on in Section 4.1 5.1 of the Company Disclosure LetterSchedule or to the extent that Parent shall otherwise consent, as required by applicable Legal Requirementssuch consent not to be unreasonably withheld, delayed or as consented to conditioned, in writing by (it being understood that Parent shall respond within five Business Days following receipt of the Parent (which Company’s written request soliciting such consent or denial of such request for consent shall not be unreasonably delayed), the Company shall notfrom Parent, and failure to respond by Parent after five Business Days shall not permit any of its Subsidiaries to:be deemed to be approval by Parent)):
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise for matters expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing otherwise expressly required or expressly permitted by this Agreement or required by applicable Law or with the Parent (which prior written consent or denial of such request for consent shall not be unreasonably delayed)Parent, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause its Subsidiaries each Company Subsidiary to, carry on their respective businesses in all material respects (x) conduct its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) use reasonable best efforts to preserve intact its business organization and advantageous business relationships and keep available the services of their its current officers and key employees and (z) preserve their relationships maintain existing relations and goodwill with those customers, suppliers, creditors, lessors, Governmental Entities and other Persons having business dealings relationships with themthe Company or any Company Subsidiary (including using commercially reasonable efforts to preserve material rights and remedies against counterparties under or in connection with the Material Contracts and Company Leases). In addition, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during except for matters expressly set forth in the period Company Disclosure Letter (for the avoidance of doubt any matters expressly set forth in Section 6.01(a) of the Company Disclosure Letter shall not be counted towards any thresholds set forth in this Section 6.01(a)) or otherwise expressly required by this Agreement or required by applicable Law or with the prior written consent of Parent ((except in the case of the following clauses (i) through (iv), (viii), (xviii) or (xix) in respect of the foregoing sections) not to be unreasonably withheld, conditioned or delayed), from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly, do any of its Subsidiaries tothe following:
Appears in 1 contract
Conduct of Business by the Company. Pending the Merger. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 6.01 of the Company Disclosure Letter Schedule, expressly provided by this Agreement, required by Law or as consented to in writing by the Parent (which such consent or denial of such request for consent shall not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective to (i) conduct the businesses of the Company and its Subsidiaries in all material respects in the ordinary course consistent of business, (ii) use commercially reasonable efforts to preserve materially intact its current business organization and to preserve in all material respects its relationships of the Company and its Subsidiaries with past practice significant Franchisees and in compliance the franchise system as a whole, key employees and its material suppliers, licensors, licensees, distributors, wholesalers, lessors and others having significant business dealings with the Company or any of its Subsidiaries and (iii) comply in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with themLaw, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respecta manner consistent with past practice. Without limiting the generality of the foregoing, except as set forth in Section 6.01 of the Company Disclosure Schedule, expressly required by this Agreement, required by Law or consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed and shall be deemed to be given if, within five (5) Business Days after the Company has provided to Parent a written request for consent, Parent has not rejected such request in writing), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, and shall not permit any Subsidiary of its Subsidiaries the Company to:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance comply with all applicable Laws in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when duerespects, and, to the extent consistent therewith, use commercially its reasonable efforts to (x) preserve intact their its current business organizations, (y) keep available the services of their its current officers and key officers, employees and (z) consultants and preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case to it with the end intention that their its goodwill and ongoing businesses business shall not be materially impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise provided in Section 5.01(a) of the Company Disclosure Schedule and except as expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent's prior written consent, which shall not be unreasonably withheld or delayed (provided that in the case of any issuance, delivery or sale of shares of capital stock proposed by the Company in accordance with Section 5.01(a)(ii), Parent's consent may be withheld or delayed in its sole discretion if such issuance, delivery or sale would reasonably be likely to require an additional issuance of shares by Parent in accordance with Section 2.01(d) hereof):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mid Atlantic Medical Services Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by During the period from the date of this AgreementAgreement to the Effective Time, as required by applicable Legal Requirements, except as set forth in Section 4.1 5.01(a) of the Company Disclosure Letter or as consented to in writing in advance by the Parent (which consent or denial of such request for consent shall not be unreasonably withheld or delayed)) or as otherwise expressly contemplated, during the period from the date of permitted or required by this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and except as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject prior to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, the Closing and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their its current business organizationsorganization and goodwill, (y) keep available the services of their its current officers and officers, key employees and consultants (zbut without any obligation to pay any additional compensation or provide additional benefits) and preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors and Governmental Entities having business regulatory dealings with themit; provided, in each case however, that no action by the Company or its Subsidiaries with respect to the end that their goodwill matters specifically addressed by any other provisions of this Section 5.01(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. In addition to and ongoing businesses shall not be impaired in any material respect. Without without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7Time, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.01(a) of the Company Disclosure LetterLetter or as otherwise expressly contemplated, permitted or required pursuant to this Agreement, and except as required by any applicable Legal RequirementsLaw (provided, or as consented to in writing however, that no action by the Parent (which consent Company or denial its Subsidiaries with respect to matters specifically addressed and permitted by any of such request for consent the following provisions of this Section 5.01(a) shall not be unreasonably delayeddeemed a breach of any other provisions of this Section 5.01(a), ) the Company shall not, and shall not permit any of its Subsidiaries to:, without Parent’s prior written consent (which shall not be unreasonably withheld or delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Talecris Biotherapeutics Holdings Corp.)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, (i) as set forth in Section 4.1 of the Company Disclosure Letter or Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to in writing advance by the Parent in writing, or (which consent iv) as required by applicable law or denial of such request for consent shall not be unreasonably delayed)regulation, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7or the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material their respective debts and Taxes when due (subject to good faith disputes over such debts or Taxes)due, pay or perform their other material respective obligations when due, and, to the extent consistent therewith, use all commercially reasonable efforts consistent with the other terms of this Agreement to (x) preserve intact their current business organizations, (y) use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and key employees Employees and (z) preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in each case to the end that all material respects their goodwill and ongoing businesses shall not be impaired in any material respectat the Effective Time. Without limiting the generality of the foregoing, during senior officers of Parent and the period from Company shall meet on a reasonably regular basis to review the date financial and operational affairs of the Company and its Subsidiaries, in accordance with applicable law, and the Company shall give due consideration to Parent’s input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement Agreement, Parent shall in no event be permitted to exercise control of the Company prior to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except Time. Except as otherwise (i) expressly contemplated by this Agreement, as set forth on (ii) disclosed in Section 4.1 of the Company Disclosure LetterSchedule, (iii) consented to in advance by Parent in writing or (iv) except as required by applicable Legal Requirementslaw or regulation, or as consented to in writing by after the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), date hereof the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Woronoco Bancorp Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.1 of the Company Disclosure Letter, or as required by applicable Legal RequirementsApplicable Law, or to the extent that Parent shall otherwise consent in writing, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to Article VIII or the Effective Time, the Company shall and shall cause each of its Subsidiaries to, carry on its business in the usual, regular and ordinary course, in substantially the same manner as consented heretofore conducted and in material compliance with all Applicable Laws, pay its debts and Taxes when due, pay or perform other material obligations when due, and use commercially reasonable efforts consistent with past practices and policies to preserve substantially intact its present business organization, keep available the services of its present executive officers and Employees and consultants, and preserve its relationships with its Employees, consultants, customers, suppliers, licensors, licensees, lessors and others with which it has significant business dealings. The Company also shall promptly notify in writing by Parent of the occurrence of any Company Material Adverse Effect or the occurrence of any event which is reasonably likely to result in a Company Material Adverse Effect. Without limiting the generality of the foregoing, without the prior written consent of Parent (which consent or denial of such request for consent shall not be unreasonably withheld, conditioned or delayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to Article VIII or the Effective Time, except as set forth in Section 5.1 of the Company Disclosure Letter, the Company shall notnot do any of the following, and shall not permit any of its Subsidiaries toto do any of the following:
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period (the “Interim Period”) from the date of this Agreement to the earlier to occur of the Effective Time or Closing Date and the termination of this Agreement pursuant in accordance with Section 8.1 hereof (except to Article 7the extent required by the terms of this Agreement, to the extent set forth in Section 5.1 of the Company Disclosure Schedule or to the extent that Parent shall otherwise consent in writing), the Company shallshall (i) use its commercially reasonable efforts to, and shall cause each Subsidiary and, to the extent within the power of the Company, cause each Material JV, to use its Subsidiaries commercially reasonable efforts to, carry on their respective businesses in all material respects its business in the usual, regular and ordinary course course, consistent with past practice (except to the extent provided in the budgets for 2005 and 2006 set forth in Section 5.1 of the Company Disclosure Schedule for the Company and each Material JV (collectively, the “Corporate Budget”)), and use its commercially reasonable efforts to preserve intact its present business organization, the services of its present officers and employees consistent with past practice and in compliance its goodwill and relationships with tenants and others having business dealings with it and (ii) use its commercially reasonable efforts to comply in all material respects with with, and shall cause each Subsidiary to comply in all material respects with, all applicable Legal RequirementsLaws wherever its business is conducted, pay its material debts and Taxes when due (subject to good faith disputes over such debts including the filing of reports, forms or Taxes), pay or perform other material obligations when due, and, documents with the SEC required pursuant to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available Securities Act or the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respectExchange Act. Without limiting the generality of the foregoing, during the period from Interim Period, neither the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, Company nor any Subsidiary will (except as otherwise expressly contemplated permitted by this Agreement, as required to effect the transactions contemplated hereby, to the extent set forth on in Section 4.1 5.1 of the Company Disclosure LetterSchedule or to the extent that Parent shall otherwise consent in writing, as required by applicable Legal Requirementssuch consent, with respect to subsections (c), (d), (f), (k), (n), (p)(ii) and (u) only, not to be unreasonably withheld (it being understood that Parent shall respond within three (3) Business Days to the Company’s communications soliciting such consent from Parent or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayedhave been deemed to have been given), the Company shall not, and shall not permit any of its Subsidiaries to:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Centerpoint Properties Trust)
Conduct of Business by the Company. Pending the Merger. Except as otherwise (v) required by applicable Law or a Governmental Authority; (x) expressly contemplated required by this Agreement, as required by applicable Legal Requirements, as (y) expressly set forth in Section 4.1 Item 6.01 of the Company Disclosure Letter Letter; or as (z) consented to in writing by the Parent in writing (which consent or denial of such request for consent shall not be unreasonably delayedwithheld, delayed or conditioned), during the period from the date of this Agreement to the earlier to occur of until the Effective Time (or termination of such earlier date on which this Agreement pursuant to Article 7may be terminated in accordance with its terms), the Company shall, and shall cause each of its Subsidiaries and the Related Entities to, in all material respects, carry on their respective businesses in all material respects its business in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, the Company, its Subsidiaries and the Related Entities shall use their respective commercially reasonable efforts (A) to (x) preserve substantially intact their current business organizations, (yB) to keep available the services of their current present officers and key employees directors consistent with past practice and (zC) preserve their relationships to maintain in all material respects the current, existing relations and goodwill with those Persons tenants, joint venture partners, management companies, lenders, customers, suppliers and others having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7them and, except as otherwise expressly contemplated by this Agreementprovided in clauses (v)-(z) above, as set forth on Section 4.1 during such period, the Company (i) shall not and (ii) shall not, directly or indirectly, permit or authorize any Subsidiary of the Company Disclosure Letteror any Related Entity to, as required by applicable Legal Requirements, or as consented to in writing by without the prior written consent of Parent (which consent or denial of such request for consent shall not be unreasonably delayed)withheld, delayed or conditioned; provided that with respect to the Related Entities, the Company shall not, and shall use commercially reasonable efforts to cause the Related Entities to comply with the foregoing so long as such efforts do not permit conflict with the Company’s or any of its Subsidiaries toSubsidiaries’ obligations under the applicable Organizational Documents of the Related Entities and are consistent with the Company and its Subsidiaries’ fiduciary duties to the Related Entities, provided further that for purposes of this Section 6.01, a failure of the Parent to respond to a written request for consent from the Company within seven (7) Business Days from the communication of such request shall be deemed to constitute consent to such request) take any of the following actions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boston Capital Real Estate Investment Trust Inc)
Conduct of Business by the Company. Except Pending the Closing. The Company agrees that, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, (i) the business 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 consistent with past practice and (ii) the Company shall use its reasonable best efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations as required by applicable Legal Requirementsthe Company deems reasonably necessary in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 4.1 5.01 of the Company Disclosure Letter Schedule or as consented contemplated by any other provision of this Agreement, the Board of Directors of the Company shall not (unless required by applicable Laws or stock exchange regulations) cause or permit the Company or any Company Subsidiary to, and shall neither cause nor permit any of the Company's affiliates (over which it exercises control), or any of their officers, directors, employees and agents to, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to in writing by do, any of the Parent (following without the prior written consent of Parent, which consent or denial of such request for consent shall not be unreasonably withheld or delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization and Merger (U S Energy Systems Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant or the Effective Time (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Article 7the Company and its Subsidiaries, or as set forth in Schedule 5.1 or as otherwise permitted or provided for by this Agreement), the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course of business consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their its current business organizations, (y) keep available the services of their its current officers and key employees and (z) preserve their its relationships with those Persons customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case to them with the end intention that their its goodwill and ongoing businesses business shall not be impaired unimpaired in any material respectrespect at the Effective Time. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time (unless required by applicable Law or termination the regulations or requirements of this Agreement pursuant any stock exchange or regulatory organization applicable to Article 7the Company and its Subsidiaries, except or as set forth in Schedule 5.1 or as otherwise expressly contemplated permitted by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries Subsidiaries, without the prior written consent of Parent (it being understood and agreed that Parent shall consider each request by the Company for consent in good faith and shall respond to each such request in a timely manner, which shall be within seven calendar days (or such shorter time as may be reasonably required under the circumstances) after the date of receipt of such request accompanied by explanatory documentation reasonably acceptable to Parent), to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atrix Laboratories Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as for matters set forth in Section 4.1 the Part 5.01 of the Company Disclosure Letter or as consented expressly agreed to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)otherwise expressly permitted by this Agreement, during the period from the date of this Agreement to the earlier earliest to occur of the Effective Time or date of termination of this Agreement pursuant to Article 7or the Effective Time, the Company shall, and shall cause its Subsidiaries each Subsidiary to, carry on their respective businesses in all material respects in conduct the ordinary course consistent with past practice business of the Company and the Subsidiaries taken as a whole in compliance in all material respects with all applicable Legal RequirementsLaws and in the usual, pay its material debts regular and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to ordinary course in substantially the extent consistent therewith, same manner as previously conducted and use commercially all reasonable efforts to (x) preserve intact their its current business organizationsorganization, (y) keep available the services of their its current officers and key employees and (z) preserve their keep its relationships with those Persons customers, suppliers, licensors, licensees, distributors, and others having business dealings with them, in each case them to the end that their its goodwill and ongoing businesses business shall not be impaired unimpaired in all material respects at the Effective Time. From the date of this Agreement until the earliest to occur of the date of termination of this Agreement or the Effective Time, without the written consent of Parent, the Company and its Subsidiaries shall keep in force all insurance policies in force on the date of this Agreement, and the Company shall promptly notify Parent of (i) any material respectnotice from any person alleging that the Consent of such individual or entity is required in connection with the Merger and other Transactions, and (ii) any legal proceeding commenced or threatened in writing against or otherwise involving or affecting the Company or any of its Subsidiaries. Without In addition, and without limiting the generality of the foregoing, during except for matters set forth in the period Part 5.01 of the Company Disclosure Letter, expressly agreed to in writing by Parent or otherwise expressly permitted by this Agreement, from the date of this Agreement to the earlier earliest to occur of the Effective Time or date of the termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of or the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Effective Time, the Company shall not, and shall not permit any Subsidiary to, do any of its Subsidiaries tothe following without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Morton Industrial Group Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, (i) as set forth in Section 4.1 of the Company Disclosure Letter or Schedule, (ii) as otherwise expressly contemplated by this Agreement, (iii) as consented to by Parent in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably withheld or delayed), or (iv) as required by applicable law or regulation, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and the Effective Time, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirementslaws and regulations, pay its material their respective debts and Taxes when due (subject to good faith disputes over such debts or Taxes)due, pay or perform their other material respective obligations when due, and, to the extent consistent therewith, use all commercially reasonable efforts consistent with the other terms of this Agreement to (x) preserve intact their current business organizations, (y) use all commercially reasonable efforts consistent with the other terms of this Agreement to keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, all with the goal of preserving unimpaired in each case to the end that all material respects their goodwill and ongoing businesses shall not be impaired in any material respectat the Effective Time. Without 49 limiting the generality of the foregoing, during senior officers of Parent and the period from Company shall meet on a reasonably regular basis to review the date financial and operational affairs of the Company and its Subsidiaries, in accordance with applicable law, and the Company shall give due consideration to Parent's input on such matters, consistent with Section 4.4 hereof, with the understanding that, notwithstanding any other provision contained in this Agreement Agreement, Parent shall in no event be permitted to exercise control of the Company prior to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except Time. Except as otherwise (i) expressly contemplated by this Agreement, (ii) as set forth on disclosed in Section 4.1 of the Company Disclosure LetterSchedule, (iii) as consented to by Parent in writing or (iv) required by applicable Legal Requirementslaw or regulation, or as consented to in writing by after the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), date hereof the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (PNC Financial Services Group Inc)
Conduct of Business by the Company. Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during During the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this the Agreement pursuant to Article 7or the Effective Time, the Company shall, agrees as to itself and shall cause its Subsidiaries tothat (except as expressly contemplated or permitted by this Agreement, including the Company Disclosure Schedules, or required by applicable law or by a Governmental Entity of competent jurisdiction or to the extent that Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed) the Company and its Subsidiaries shall carry on their respective businesses in all material respects in the ordinary and usual course of business, consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts laws and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, regulations and, to the extent consistent therewith, use commercially reasonable best efforts to (x) preserve intact their respective current business organizations, (y) use reasonable best efforts to keep available the services of their respective current officers directors, officers, employees, independent contractors and key employees consultants and (z) preserve their relationships with those Persons Persons, customers, suppliers and vendors having business dealings with them, in each case of them to the end that their respective goodwill and ongoing businesses business shall not be impaired in any material respect. Without unimpaired at the Effective Time and without limiting the generality of the foregoing, during the period from the date of this Agreement to and continuing until the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7VII hereof or the Effective Time, except as otherwise expressly contemplated or permitted by this Agreement, as set forth on Section 4.1 of including the Company Disclosure LetterSchedules, or as required by applicable Legal Requirementslaw or a Governmental Entity of competent jurisdiction or to the extent that Parent shall otherwise consent in writing, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably withheld or delayed), the Company shall not, and shall not permit any of cause its Subsidiaries not to:;
Appears in 1 contract
Conduct of Business by the Company. Except as otherwise expressly contemplated by Pending the Closing. The Company agrees that, between the date of this AgreementAgreement and the Effective Time, as required by applicable Legal Requirements, except as set forth in Section 4.1 5.1 of the Company Disclosure Letter Schedule or as consented to permitted or required by any other provision of this Agreement, unless Parent shall otherwise agree in writing by the Parent (which consent or denial of such request for consent agreement shall not be unreasonably delayedwithheld, delayed or conditioned), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shallwill, and shall will cause its Subsidiaries each Company Subsidiary and direct CPS to, carry on their respective businesses in all material respects (i) conduct its operations only in the ordinary and usual course consistent with past practice of business and in compliance comply in all material respects with all applicable Legal RequirementsLaws and the requirements of all Company Permits, pay its material debts (ii) make all appropriate voluntary disclosures to Governmental Entities in respect of any violation of Law that could reasonably be expected to result in a Company Material Adverse Effect, and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, iii) use commercially reasonable efforts to (xA) maintain and preserve intact their current its business organizationsorganization, assets, intangibles and properties and preserve the goodwill of its business relationships with customers, suppliers and others having substantial business dealings with it, (yB) keep available retain the services of their its current officers and key employees employees, and (zC) preserve their relationships with those Persons having business dealings with themkeep in full force and effect all insurance policies, other than in each case to such changes made in the end that their goodwill and ongoing businesses shall not be impaired in any material respectordinary course of business consistent with past practice. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7and as an extension thereof, except as otherwise expressly contemplated by this Agreement, as set forth on in Section 4.1 5.1 of the Company Disclosure Letter, Schedule or as permitted or required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial any other provision of such request for consent shall not be unreasonably delayed)this Agreement, the Company shall notnot (unless required by applicable Law), and shall not permit any Company Subsidiary to, and direct CPS not to, between the date of its Subsidiaries to:this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned):
Appears in 1 contract
Samples: Agreement and Plan of Merger
Conduct of Business by the Company. Except as otherwise for (i) matters expressly permitted or contemplated by this Agreement, as required by applicable Legal Requirements, as Agreement and (ii) matters set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Schedule, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause each of its Subsidiaries to, carry on subsidiaries (other than DLJ and Alliance and their respective businesses in all material respects subsidiaries) to (1) conduct its business in the usual, regular and ordinary course consistent with past practice practice, including with respect to employee compensation and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due benefits (subject to good faith disputes over such debts including entering into employment agreements or Taxessimilar arrangements), pay severance and retirement benefits, issuance of debt securities, loans to subsidiaries, material acquisitions, or perform other sales of material obligations when due, and, to the extent consistent therewith, assets; (2) use commercially all reasonable efforts to (x) preserve intact their its current business organizationsorganization, (y) keep available the services of their its current officers and key employees and (z) preserve their maintain its relationships and goodwill with those Persons agents, customers, suppliers, licensors, licensees, distributors and others having business dealings with them, in each case them to the end that their its goodwill and ongoing businesses business shall be unimpaired at the Effective Time; (3) continue to submit and/or report matters to its Board or Directors or similar governance body (or the appropriate committee thereof) for approval or review, as the case may be, in the usual, regular and ordinary course consistent with past practice; and (4) continue to consult Parent on all material matters in the usual, regular and ordinary course consistent with past practice. In the case of DLJ and Alliance and their respective subsidiaries, the Company shall not be impaired in authorize or cause any material respectsuch subsidiary to take any action that would violate the immediately preceding sentence. Without In addition, and without limiting the generality of the foregoing, during the period except for matters expressly contemplated or permitted by this Agreement, from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed)Time, the Company shall not, and shall not permit do any of its Subsidiaries tothe following without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Axa)
