Conduct of Business of the. Parties Prior to the Closing Date. From the date of this Agreement until the Closing Date, except to the extent (a) expressly contemplated or permitted by this Agreement, (b) required by applicable Law or the regulations of any Governmental Authority applicable to a Party, or (c) otherwise consented to by an instrument in writing signed by an authorized representative of the other Parties (which consent shall not be unreasonably conditioned, delayed or withheld), the Parties shall conduct their business in the ordinary course in substantially the same manner heretofore conducted, use their commercially reasonable efforts to preserve substantially intact such Party’s existence and shall not:
Conduct of Business of the. Company Except as contemplated by this Agreement, without the prior written consent of Parent, the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its operations only in the ordinary course of business consistent with past practice and (y) use its commercially reasonable efforts to maintain and preserve intact its business organization, to retain the services of its current officers and key employees, and to preserve the good will of its customers, suppliers and other Persons with whom it has business relationships, except for relationships the Company determines not to preserve in accordance with prudent business judgment (provided that the Company shall consult with Parent prior to making any such determination regarding any customer listed on Annex II). Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or set forth in Section 5.1 of the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to take any of the following actions, without the prior written consent of Parent, such consent not to be unreasonably withheld, conditioned or delayed:
Conduct of Business of the. Company During the period from the date hereof through the Closing Date, each of the Company and its Subsidiaries will conduct their operations in the ordinary course of business consistent with past practice. Further, during such period, the Company shall (and shall cause each of its Subsidiaries to) use reasonable best efforts to preserve intact its business organization and personnel, preserve in all material respects present business relationships with clients, suppliers, distributors, licensors, licensees and others having business dealings with it and goodwill and comply in all material respects with all applicable Legal Requirements. Further, and without limiting the generality of the foregoing, during the period from the date hereof to the Closing Date, except as may be first approved by Buyer in writing, or as is otherwise expressly permitted or required by this Merger Agreement, the Company shall not (and shall cause each of its Subsidiaries not to):
Conduct of Business of the. Company Prior to the Closing. Except as contemplated by this Agreement, as set forth in Section 5.1 of the Disclosure Schedule or with the prior written consent of Buyer, during the period from the date of this Agreement to the Closing, the Company and each of its Subsidiaries will conduct its business and operations according to the Company's ordinary and usual course of business and will use all reasonable efforts consistent therewith to preserve intact the Company's properties, assets and business organizations, to keep available the services of the Company's officers and employees and to maintain satisfactory relationships with customers, suppliers, distributors and others having commercially beneficial business relationships with the Company, in each case in the ordinary course of business. Without limiting the generality of the foregoing, and except as otherwise provided in this Agreement, neither the Company nor any of its Subsidiaries will, prior to the
Conduct of Business of the. Division Prior to the Closing.
Conduct of Business of the. FINANCE PARTIES No provision of this Agreement will: a) interfere with the right of any Finance Party to arrange its affairs (tax or otherwise) in whatever manner it thinks fit; b) oblige any Finance Party to investigate or claim any credit, relief, remission or repayment available to it or to the extent, order or manner of any claim; or c) oblige any Finance Party to disclose any information relating to its affairs (tax or otherwise) or any computations in respect of Tax. 28 SHARING AMONG THE FINANCE PARTIES 28.1
Conduct of Business of the. Company Except as set forth in the Disclosure Statement and as expressly agreed to in writing by Parent, during the period from the date of this Agreement to the Effective Time, the Company will conduct its operations according to its ordinary and usual course of business consistent with past practice, and will use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees and to malntain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it and will take no action which would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or the Asset Purchase Agreement, prior to the Effective Time, the Company will not, without the prior written consent of Parent and except as disclosed in the Disclosure Statement:
