Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will, and will cause each of its subsidiaries to, conduct its operations in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, will keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement prior to the Effective Time, neither Parent nor any of its subsidiaries will, without the prior written consent of Company (which consent shall not be unreasonably withheld):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Diedrich Coffee Inc), Agreement and Plan of Merger (Coffee People Inc)

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Conduct of Business of Parent. Except as contemplated by this AgreementAgreement or as permitted by the provisions of this Section 5.2, during the period from the date hereof to the Effective Time, Parent willshall, and will shall cause each of its subsidiaries to, to conduct its operations in the ordinary course of business consistent with past practice, practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, will seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired in any material respect at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or Section 5.2 of the Parent Disclosure Schedule, prior to the Effective Time, neither Parent nor any of shall not, and shall not permit its subsidiaries willto, without the prior written consent of Company (which consent shall not be unreasonably withheld):the Company:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Westwood One Inc /De/), Agreement and Plan of Merger (Metro Networks Inc)

Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the earlier of the Effective TimeTime and the termination of this Agreement in accordance with its terms, Parent will, shall and will shall cause each of its subsidiaries to, to conduct its their operations in the ordinary course of business consistent with past practice, practices and, to the extent consistent therewith, and with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, will keep available the service of its current key officers and key employees and preserve its relationships with customers, customers and suppliers and others having business dealings with it to the end intention that its goodwill and ongoing businesses shall be materially unimpaired at the Effective Time. Without limiting the generality of the foregoing, except as otherwise expressly provided in this Agreement prior to the Effective Time, neither Parent nor any of its subsidiaries will, without the prior written consent of Company (which consent shall not be unreasonably withheld):the Company:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cadence Design Systems Inc), Agreement and Plan of Merger (Simplex Solutions Inc)

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Conduct of Business of Parent. Except as contemplated by this Agreement, during the period from the date hereof to the Effective Time, Parent will, and will cause each of its subsidiaries to, conduct its operations in the ordinary course of business consistent with past practice, practice and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, seek to preserve intact its current business organizations, will seek to keep available the service of its current officers and employees and seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement Agreement, prior to the Effective Time, neither Parent nor any of its subsidiaries willwill not, without the prior written consent of Company (the Company, which consent shall not be unreasonably withheld)::

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sierra on Line Inc)

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