Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Mod Pac Corp), Agreement and Plan of Merger (Mod Pac Corp), Agreement and Plan of Merger (Cole Kenneth Productions Inc)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms and the Effective Time, unless the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned) to carry on its business and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall to cause each of its Subsidiaries to, conduct to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of business its Subsidiaries to use all commercially reasonable efforts consistent with past practice practices and shall use its reasonable best efforts policies to preserve intact its present business organizationorganizations, assets keep available the services of its present officers and goodwill employees and current beneficial preserve its relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it the Company or any such Subsidiaries, to the end that the goodwill and to keep available the services ongoing businesses of Company and each of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceSubsidiaries be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, except Except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in by this Agreement, from the date hereof until the earlier Company shall not, and shall not permit any of (i) its Subsidiaries to, prior to the Effective Time and (ii) the or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rowecom Inc), Agreement and Plan of Merger (Eshare Communications Inc), Agreement and Plan of Merger and Reorganization (Divine Inc)
Conduct of Business of the Company. From Except as set forth in Section 4.01 of the Company Disclosure Letter, or as expressly required or permitted by this Agreement, or required by a Governmental Entity of competent jurisdiction, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shallwill, and shall will cause each of its Subsidiaries to, conduct its business operations in the all material respects according to its ordinary and usual course of business and consistent with past practice and shall use its commercially reasonable best efforts to preserve intact its current business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect preserve its relationships with customers, suppliers, manufacturers, licensors, licensees, advertisers, distributors and maintain others having business dealings with it; provided, however, that no action by the Company or its current rights and franchises, in each case, consistent Subsidiaries with past practicerespect to matters specifically addressed by any other provision of this Section 4.01 shall be deemed a breach of this Section 4.01 unless such action would constitute a breach of one or more of such other provisions. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 4.01 of the Company Disclosure Letter and, except as (x) contemplated or as otherwise expressly provided for in permitted by this AgreementAgreement or (y) required by Law, during the period from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to until the Effective Time, the Company will not and will not cause its termsSubsidiaries to, without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries todelayed:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Image Entertainment Inc), Agreement and Plan of Merger (BTP Acquisition Company, LLC), Agreement and Plan of Merger (BTP Acquisition Company, LLC)
Conduct of Business of the Company. From Except as set forth in Schedule 8.1 of the Company Disclosure Statement, as expressly permitted by this Agreement (including any transaction permitted by Schedule 8.1 of the Company Disclosure Statement), as required by any change in applicable Law, or as otherwise agreed by Parent in writing (which agreement shall not be unreasonably withheld), during the period from the date of this Agreement until to the earlier of Effective Time, (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shallwill, and shall will cause each of its Subsidiaries to, conduct its the Company's business in the ordinary course of business consistent with past practice practice, and shall (ii) to the extent consistent with the foregoing, the Company will, and will cause each of its Subsidiaries to, use its their reasonable best efforts to preserve intact its current business organizationorganizations, assets keep available the service of its current officers and goodwill employees, and current beneficial preserve its relationships with customers, suppliers and others having business dealings with it (but without the obligation to pay any additional compensation to any such officers, employees, customers, suppliers and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchisesother persons), in each casecase with respect to the Company's current business, consistent with past practicethe objective that the goodwill and ongoing businesses of the Company shall be materially unimpaired at the Effective Time. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from and including the date hereof until the earlier of (i) to the Effective Time Time, the Company will not, and (ii) the termination will not permit any of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), except to the extent set forth in Schedule 8.1 of the Company shall not, and shall not permit any of its Subsidiaries to:Disclosure Statement):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Bison Acquisition Corp), Agreement and Plan of Merger (United Pan Europe Communications Nv), Agreement and Plan of Merger (Entertainment Inc)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms and the Effective Time, unless the Company (which for the purposes of this SECTION 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned) to carry on its business and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall to cause each of its Subsidiaries to, conduct to carry on its business in the usual, regular and ordinary course course, and to use and cause each of business its Subsidiaries to use all commercially reasonable efforts consistent with past practice practices and shall use its reasonable best efforts policies to preserve intact its present business organizationorganizations, assets keep available the services of its present officers and goodwill employees and current beneficial preserve its relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it the Company or any such Subsidiaries, to the end that the goodwill and to keep available the services ongoing businesses of Company and each of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceSubsidiaries be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, except Except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in by this Agreement, from the date hereof until Credit Agreement, the earlier Security Agreement, or the Software Distribution Agreement, the Company shall not, and shall not permit any of (i) its Subsidiaries to, prior to the Effective Time and (ii) the or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Divine Inc), Agreement and Plan of Merger (Open Market Inc), Agreement and Plan of Merger (Open Market Inc)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) The Company hereby covenants and agrees that, prior to the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed) and or except as set forth in Section 5.01 of otherwise expressly contemplated by this Agreement or the Company Disclosure LetterRelated Agreements, the Company shall, and shall cause each of its Subsidiaries to, conduct (i) operate its business in the usual and ordinary course of business consistent with past practice and shall practice, (ii) use its commercially reasonable best efforts to preserve substantially intact its business organization, assets maintain its rights and goodwill franchises, retain the services of its respective principal officers and current beneficial key employees and maintain its relationships with its respective principal customers, suppliers and others having business dealings other persons with which it and to keep available the services or any of its current officers Subsidiaries has significant business relations and key employees on terms (iii) use its commercially reasonable efforts to maintain and conditions substantially comparable to those currently keep its properties and assets in effect as good repair and maintain its current rights condition as at present, ordinary wear and franchises, in each case, consistent with past practicetear excepted. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly set forth in Section 5.01 contemplated by this Agreement, Sections 6.3(a)-6.3(q) of the Company Disclosure Letter Schedule or as otherwise expressly provided for the Related Agreements or consented to in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of writing by Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioneddelayed), the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Savia Sa De Cv), Agreement and Plan of Merger (Seminis Inc), Agreement and Plan of Merger (Seminis Inc)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsand the Effective Time, except (i) as required by Applicable Law, (ii) as set forth in Section 5.01(a) of the Company Disclosure Letter or (iii) as otherwise required or expressly contemplated by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterdelayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course of business consistent with past practice and shall in compliance in all material respects with all Applicable Laws and (B) use its reasonable best efforts to preserve intact its business organization, assets organization and goodwill advantageous business relationships and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable employees; provided, however, that no action or failure to those currently in effect and maintain its current rights and franchises, in each case, consistent take action with past practicerespect to matters specifically addressed by any of the provisions of the next sentence shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of the next sentence. In addition to addition, and without limiting the generality of the foregoingforegoing and to the fullest extent permitted by Applicable Law, from the date of this Agreement until the earlier of termination of this Agreement and the Effective Time, except as expressly set forth in Section 5.01 5.01(a) of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the with Parent’s prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall not, and shall not permit any of its Subsidiaries to, do any of the following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Community Health Systems Inc), Agreement and Plan of Merger (Health Management Associates, Inc)
Conduct of Business of the Company. From During the period from the date of this Agreement until the earlier Effective Time, the Company shall, and shall cause each of (i) its Subsidiaries, except as expressly required by this Agreement, as required by applicable Law, or with the Effective Time and (ii) the termination prior written consent of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned) and except as set forth delayed), to use its reasonable best efforts to conduct its business only in Section 5.01 the Ordinary Course of business consistent with past practice, and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in permitted or required by this Agreement, from or as required by applicable Law, the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization, Agreement and Plan of Merger and Reorganization
Conduct of Business of the Company. From Except as permitted or contemplated by this Agreement, as set forth on Schedule 5.2 or as required by applicable Law, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, unless Parent shall otherwise consent consents in writing (which consent shall consent, if requested by the Company on or after the 90th day after the date of this Agreement, will not be unreasonably withheld, delayed withheld or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterdelayed), the Company shall, and shall cause each of its Subsidiaries to, : (x) conduct its business in the ordinary course of business consistent with past practice practice; (y) comply in all material respects with all applicable Laws and shall the requirements of all Material Contracts; and (z) use its commercially reasonable best efforts to to: (i) maintain and preserve intact its business organization, assets organization and the goodwill and current beneficial of those having business relationships with customers, suppliers it; and others having business dealings with it and to keep available (ii) retain the services of its current present officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceemployees. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter permitted or as otherwise expressly provided for in contemplated by this Agreement, as set forth on Schedule 5.2 or as required by applicable Law, during the period from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without until the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to:, unless Parent otherwise consents in writing (which consent, if requested by the Company on or after the 90th day after the date of this Agreement, will not be unreasonably withheld or delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nektar Therapeutics), Agreement and Plan of Merger (Aerogen Inc)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as Except for matters set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 4.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of permitted or required by this Agreement pursuant to its terms, without or required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its and their respective businesses in the ordinary course and, to the extent consistent therewith, use reasonable best efforts to (i) preserve intact its and their respective present business organization and (ii) preserve its and their present relationships with customers, suppliers, licensors, licensees, distributors and others having material business dealings with it and them. In addition, except for matters set forth in the Company Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with its terms, 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 (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp)
Conduct of Business of the Company. From the date of Except (a) as expressly permitted or required by this Agreement until the earlier of Agreement, (ib) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent as may be agreed in writing by Parent (which consent shall not be unreasonably withheld), delayed or conditioned(c) and except as set forth in Section 5.01 of the Company Disclosure Letter, during the period from the date of this Agreement to the Effective Time, the Company shall, will conduct and shall will cause each of its Subsidiaries to, to conduct its business in the and operations according to its ordinary and usual course of business consistent with past practice and shall the Company will use and will cause each of its Subsidiaries to use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers or employees who are integral to the operation of their businesses as presently conducted and key employees on terms and conditions substantially comparable to those currently in effect preserve the goodwill of and maintain satisfactory relationships with those Persons having significant business relationships with the Company or any of its current rights Subsidiaries; provided, however, that the Company is not required to pay additional amounts to keep available the services of its officers and franchises, in each case, consistent with past practiceemployees. In addition to and without limiting the generality of the foregoing, except Except (i) as expressly permitted or required by this Agreement, (ii) as set forth in the corresponding Section 5.01 of the Company Disclosure Letter Letter, or (iii) as otherwise expressly provided for may be agreed in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of writing by Parent (which consent shall not be unreasonably withheld), delayed or conditioned)during the period specified in the preceding sentence, the Company shall not, will not and shall will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Motorola Mobility Holdings, Inc)
Conduct of Business of the Company. From During the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shall, and shall cause each of its Subsidiaries to, except as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent, conduct its business in the ordinary course of business business, and, to the extent consistent with past practice therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets operations and goodwill and current beneficial relationships with customersgoodwill, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it and to preserve the possession, control and conditions substantially comparable to those currently in effect of its and maintain its current rights and franchises, in each case, consistent with past practiceSubsidiaries’ assets. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.01 6.01 of the Company Disclosure Letter Letter, or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent consent, solely with respect to subsections (g), (h), (i), (j) or (q), shall not be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Apex Global Brands Inc.), Agreement and Plan of Merger (Apex Global Brands Inc.)
Conduct of Business of the Company. From During the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to (in accordance with its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed ) or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterEffective Time, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter Letter, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, to keep available the services of its and its Subsidiaries’ current officers and employees, to preserve its and its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly provided for in contemplated by this Agreement, from as set forth in Section 5.01 of the date hereof until Company Disclosure Letter, or as required by applicable Law, the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (OneWater Marine Inc.), Agreement and Plan of Merger (Ocean Bio Chem Inc)
Conduct of Business of the Company. From and after the date of this Agreement until the earlier of (i) and prior to the Effective Time and (ii) or the termination of date, if any, on which this Agreement is earlier terminated pursuant to its termsArticle VII, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldexcept as expressly contemplated by this Agreement, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterLetter or as required by Law, without the prior written consent of PubCo, such consent not to be unreasonably withheld, conditioned or delayed, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (i) conduct its business operations only in the ordinary course of business consistent with past practice (any such action, inaction, activity or conduct, a “Company Response Action”), that would otherwise be in breach of this Section 5.01, shall be deemed not to be a breach of this Section 5.01 and shall use its reasonable best efforts to (ii) maintain and preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms (it being understood that no increases in any compensation or benefits, including any incentive, retention or similar compensation shall be required in respect thereof) and conditions substantially comparable to those currently in effect preserve the good will of its material customers, suppliers, agents, employees and maintain its current rights and franchises, in each case, consistent other Persons with past practicewhom it has material business relationships. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until the earlier of (i) this Agreement and prior to the Effective Time and (ii) or the termination of date, if any, on which this Agreement is earlier terminated pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Article VII, 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 PubCo, such consent not to be unreasonably withheld, conditioned or delayed:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Bruush Oral Care Inc.), Agreement and Plan of Merger (Bruush Oral Care Inc.)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant in accordance with the terms set forth in ARTICLE SEVEN and the Effective Time, except to its termsthe extent expressly contemplated by this Agreement or with the prior written consent of Parent, unless Parent shall otherwise such consent in writing (which consent shall not to be unreasonably withheld, delayed conditioned or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterdelayed, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice, and the Company shall not, and shall cause each of its Subsidiaries not to, engage in any conduct or practice, take any action or enter into any transaction other than in the ordinary course of business consistent with past practice. Without limiting the foregoing, (a) the Company shall, and shall cause each of its Subsidiaries to, (i) pay debts and Taxes when due unless contested in good faith and properly reserved against, (ii) pay or perform all other obligations when due unless contested in good faith and properly reserved against and (iii) use commercially reasonable efforts, consistent with past practice and shall use its reasonable best efforts policies, (A) to preserve intact its business organizationorganizations and material assets (ordinary wear and tear excepted), assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and (B) to keep available the services of its current officers officers, directors and key employees on terms employees, (C) to comply in all material respects with all applicable Laws and conditions substantially comparable the requirements of all of its Material Contracts and (D) to those currently maintain satisfactory relationships with customers, lenders, suppliers, distributors, licensors, licensees and others having business relationships with it, and (b) no matter included in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition the Company Disclosure Letter shall modify or be deemed to and without limiting the generality modify any of the foregoing, except as expressly set forth provisions in this Section 5.7 or in Section 5.01 5.8 unless disclosed with particularity in Section 5.7 or Section 5.8 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:Letter.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Crane Co /De/), Agreement and Plan of Merger (Merrimac Industries Inc)
Conduct of Business of the Company. From The Company agrees that, between the date of this Agreement until the earlier of (i) and the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 6.1.1 of the Company Disclosure LetterSchedule, as otherwise permitted or contemplated by this Agreement (including this Section 6.1), as required by applicable Law or the regulations or requirements of NASDAQ, or as consented to in writing by Parent (such consent not to be unreasonably conditioned, delayed or withheld), the Company shallwill, and shall will cause each Company Subsidiary to, in all material respects (it being understood that in no event shall the Company’s participation in the negotiation (including activities related to due diligence), execution, delivery, public announcement or pendency of its this Agreement or any of the transactions contemplated herein or any actions taken in compliance herewith or otherwise with the consent of Parent (including the impact thereof on the relationships of the Company or the Company Subsidiaries towith customers, suppliers, distributors, consultants, employees or independent contractors or other Third Parties with whom the Company or any Company Subsidiary has any relationship), be considered a breach of any of the provisions of this Section 6.1), conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 6.1.1 of the Company Disclosure Letter Schedule, as otherwise permitted or contemplated by this Agreement (including this Section 6.1), as required by applicable Law or as otherwise expressly provided for consented to in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of writing by Parent (which such consent shall not to be unreasonably withheldconditioned, delayed or conditionedwithheld), the Company shall not, and shall not permit any Company Subsidiary to, between the date of its Subsidiaries tothis Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Keystone Automotive Industries Inc), Agreement and Plan of Merger (LKQ Corp)
Conduct of Business of the Company. From Except as contemplated by this Agreement, during the period from the date of this Agreement until the earlier of (i) hereof to the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shallwill, and shall will cause each of its Subsidiaries subsidiaries to, conduct its business operations in the ordinary and usual course of business consistent with past practice and shall use its reasonable best efforts take all such actions necessary to continue to qualify as a real estate investment trust within the meaning of the Code ("REIT") (including, without limitation, at the request of Parent, by issuing shares of voting preferred stock in such number, to such persons and at such times as are reasonably requested by Parent in order to facilitate continued compliance with the conditions set forth in Section 856(a)(5) of the Code) 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 organizationorganizations, assets seek to keep available the service of its current officers and goodwill and current beneficial seek to preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and to keep available ongoing businesses shall be unimpaired at the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceEffective Time. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly set forth provided in this Agreement or in Section 5.01 6.1 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) prior to the Effective Time and (ii) Time, neither the termination Company nor any of this Agreement pursuant to its termssubsidiaries will, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries toParent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Westfield America Management LTD), Agreement and Plan of Merger (Westfield Holdings LTD /)
Conduct of Business of the Company. From During the period from the date of this Agreement until the earlier to occur of (i) the Effective Time and (ii) the termination of this Agreement pursuant to Article VII and the First Effective Time, the Company shall, and shall cause each of its termsSubsidiaries, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldexcept as expressly permitted by this Agreement, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, as required by applicable Law, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to conduct its business only in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the earlier to occur of termination of this Agreement pursuant to Article VII and the First Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in Section 5.01 of the Company Disclosure Letter Letter, or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Panbela Therapeutics, Inc.), Agreement and Plan of Merger (Panbela Therapeutics, Inc.)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant in accordance with the terms set forth in Article IX of this Agreement or the Closing Date, the Company agrees that the Company and its Subsidiaries shall use reasonable best efforts to its terms(except to the extent expressly contemplated by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 5.1 of the Company Disclosure LetterSchedule or as consented to in writing by Parent), the Company shall(i) in all material respects, and shall cause each of its Subsidiaries to, conduct its business carry on their businesses in the ordinary course of business in substantially the same manner as heretofore conducted and use reasonable best efforts consistent with past practice and shall policies to preserve substantially intact their present business organizations, and (ii) use its their reasonable best efforts consistent with past practice to keep available the services of their present executive officers and directors and use their reasonable best efforts consistent with past practice to, in all material aspects, preserve intact its business organization, assets and goodwill and current beneficial their relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicethem. In addition to and without Without limiting the generality of the foregoing, except as expressly during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with the terms set forth in Section 5.01 Article IX of this Agreement or the Company Disclosure Letter or Closing Date, except as otherwise expressly permitted by or provided for in this Agreement, from set forth in Section 5.1 of the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant Company Disclosure Schedule, required by any Legal Requirement or as consented to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)in writing by Parent, the Company shall notnot do, and shall not allow, cause or permit any of its Subsidiaries tothe following actions to occur with respect to the Company; provided, however, that Parent and Merger Sub acknowledge and agree that this Section 5.1 shall not give Parent the right, directly or indirectly, to control or direct the operations of the Company prior to the Closing to the extent prohibited by applicable Antitrust Legal Requirements:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sigma Designs Inc), Agreement and Plan of Merger (Silicon Laboratories Inc)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsExcept as may be required by Law, unless Parent shall otherwise consent may be consented in writing by Buyer (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned) and except as may be expressed by this Agreement (including, for the avoidance of doubt, any action set forth in Section 5.01 6.10, Section 6.1 of the Company Disclosure LetterSchedules, or Exhibit C), from and after the date hereof until the earlier of the Closing Date or the termination of this Agreement in accordance with its terms, the Company shall, and shall cause each of its Subsidiaries other Group Company to, and Lux Seller shall cause each of the Group Companies to, (a) conduct its business in all material respects in the ordinary course of business consistent with past practice and shall (b) use its commercially reasonable best efforts to (i) preserve substantially intact its business organization, assets organization and goodwill and current beneficial to preserve the present commercial relationships of the Group Companies with significant customers, suppliers and others having other third parties with whom the Group Companies have significant business dealings with it relations and to keep available (ii) retain the services of its current officers and the Group Companies’ key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceemployees. In addition to and without Without limiting the generality of the foregoing, except as expressly may be required by Law or any Governmental Entity, may be consented in writing by Buyer (which consent shall not be unreasonably withheld or delayed), or expressed by this Agreement (including, for the avoidance of doubt, any action set forth in Section 5.01 6.10, Section 6.1 of the Company Disclosure Letter Schedules or as otherwise expressly provided for in this AgreementExhibit C), from the date hereof until the earlier of (i) the Effective Time Closing Date and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Termination Date, the Company shall notnot and shall cause each other Group Company not to, and Lux Seller shall cause the Group Companies not permit to, do any of its Subsidiaries tothe following:
Appears in 2 contracts
Samples: Purchase Agreement (Phillips Van Heusen Corp /De/), Purchase Agreement (Tommy Hilfiger Holding Sarl)
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) the Effective Time and (ii) or the termination of this Agreement pursuant to its termsArticle VII, unless Parent shall otherwise except as required by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, without the prior written consent in writing (which of Parent, such consent shall not to be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to conduct its business operations in all material respects in the ordinary course of business consistent with past practice and shall use preserve in all material respects its reasonable best efforts to preserve intact its present business organization, assets organization and the goodwill and current beneficial of those having business relationships with customers, suppliers and others having business dealings with it and it; provided that no action taken or failure to keep available take action by the services Company or any of its current officers and key employees on terms and conditions substantially comparable Subsidiaries with respect to those currently in effect and maintain its current rights and franchisesmatters specifically addressed by any provision of Section 5.1(a) through (n) shall constitute a breach under this sentence unless such action or failure to take action would constitute a breach of such provision of Section 5.1(a) through (n), in each case, consistent with past practiceas applicable. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise required by this Agreement, as set forth in Section 5.01 5.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until of this Agreement and prior to the earlier of (i) the Effective Time and (ii) or the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Article VII, the Company shall not, and shall not permit cause 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, delayed or conditioned:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boulder Brands, Inc.), Agreement and Plan of Merger (Pinnacle Foods Inc.)
Conduct of Business of the Company. From Except as contemplated by this Agreement, by Section 5.01 of the Company Disclosure Schedule or with the prior written consent of Parent (which consent shall not unreasonably be withheld, as and to the extent set forth in the next sentence), during the period from the date of this Agreement until to the earlier of (ix) such time as this Agreement is terminated in accordance with Section 7.01, and (y) the Effective Time Time, the Company will, and will cause each of its Subsidiaries to, (i) conduct its operations in all material respects only in the ordinary course of business, (ii) use its reasonable efforts to preserve intact the termination business or organization of the Company and each of its Significant Subsidiaries, taken as a whole, and to keep available the services of its and their present officers and key employees, generally, and (iii) use its reasonable efforts to preserve the goodwill of those having business relationships with it. Without limiting the generality of the foregoing and except as otherwise contemplated by this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterSchedule, the Company shallwill not, and shall cause each will not permit any of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts prior to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditionedwithheld with respect to matters described in subparagraphs (h), the Company shall not(k), and shall not permit any of its Subsidiaries to:(l), (n), (o), (p), (t), and, as applicable (u):
Appears in 2 contracts
Samples: Ii Agreement and Plan of Merger (Luxottica Group Spa), Agreement and Plan of Merger (Cole National Corp /De/)
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) the Effective Time and (ii) the or termination of this Agreement pursuant to its termsArticle VIII, unless Parent shall otherwise except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by applicable Law, without the prior written consent in writing (which of Parent, such consent shall not to be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 , the business of the Company Disclosure Letterand its Subsidiaries shall be conducted in the ordinary course of the Company’s and its Subsidiaries’ business consistent with past practice, and in compliance in all material respects with applicable Law and the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to maintain and preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms (it being understood that no increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof except to the extent such increase is required in the ordinary course of business) and conditions substantially comparable to those currently in effect preserve the good will of its material customers, suppliers and maintain its current rights and franchises, in each case, consistent other Persons with past practicewhom it has material business relationships. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise contemplated by this Agreement, as set forth in Section 5.01 6.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until of this Agreement and prior to the earlier of (i) the Effective Time and (ii) the or termination of this Agreement pursuant to Article VIII, the Company shall not, and shall cause its termsSubsidiaries not to, take any of the following actions, without the prior written consent of Parent Parent; provided, that with respect to the actions set forth in clauses (which d), (g), (h) (other than clause (vii) thereof), (i), (j), (k) or (m) below such consent shall may not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (LD Commodities Sugar Holdings LLC), Agreement and Plan of Merger (Imperial Sugar Co /New/)
Conduct of Business of the Company. From During the period from the date of this Agreement until to the earlier to occur of (ix) the Effective Time and (ii) date of the termination of this Agreement pursuant to in accordance with its termsterms and (y) the Effective Time, unless Parent shall otherwise consent in writing except (which consent shall not be unreasonably withheld, delayed or conditionedi) and except as set forth in Section 5.01 of the Company Disclosure LetterSchedule, (ii) as expressly contemplated by this Agreement, (iii) as required by applicable Law or a Governmental Authority, or (iv) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business and, to the extent consistent with past practice and shall therewith, use its commercially reasonable best efforts to preserve intact its current business organization, assets organization and goodwill and current beneficial maintain relationships with Governmental Authorities, its significant customers, suppliers and others having distributors and its employees, and other Persons with which it has significant business dealings relations and (B) reasonably consult with it and to keep available Parent regarding any material changes in the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceCompany’s strategy. 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 (x) the date of the termination of this Agreement in accordance with its terms and (y) the Effective Time, except (i) as expressly set forth in Section 5.01 of the Company Disclosure Letter or Schedule, (ii) as otherwise expressly provided for in contemplated by this Agreement, from the date hereof until the earlier of (iiii) the Effective Time and as required by applicable Law or a Governmental Authority, or (iiiv) the termination of this Agreement pursuant as consented to its terms, without the prior written consent of in writing by Parent (which such consent shall not to be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall not, and shall cause its Subsidiaries not permit to, take any of its Subsidiaries tothe following actions:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (Magicjack Vocaltec LTD)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly Except for matters set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of permitted or required by this Agreement pursuant to its terms, without or required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed or conditionedand may be provided by email to those individuals set forth on Schedule 5.01), from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Section 8.01 (the “Pre-Closing Period”), the Company shall, and shall cause each Company Subsidiary to, use commercially reasonable efforts to conduct their respective businesses in the ordinary course consistent with past practice and, use commercially reasonable efforts to, except with respect to actions taken (or not taken) in connection with any COVID-19 Responses, (x) preserve intact its present business organization, (y) keep available the services of its present officers and key employees and (z) preserve its present relationships and goodwill with customers, suppliers, resellers. licensors, licensees, distributors, contractors, partners and others having business dealings with it. In addition, except for matters set forth in Section 5.01 of the Company Disclosure Letter or otherwise expressly permitted or required by this Agreement or required by applicable Law, during the Pre-Closing Period 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, in the case of Section 5.01(f), Section 5.01(g), Section 5.01(h), Section 5.01(i), Section 5.01(j), Section 5.01(l), Section 5.01(m), Section 5.01(n) or Section 5.01(q), shall not be unreasonably withheld, conditioned or delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Stryker Corp)
Conduct of Business of the Company. From the date of Except for matters expressly required, permitted or contemplated by this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsAgreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterSchedule, or as otherwise consented to in advance in writing by Parent, from the date of this Agreement to the Effective Time, the Company shallshall use commercially reasonable efforts to, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice, maintain in effect all of its Permits necessary to conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its material assets, material proprietary rights of the Company and current business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to (ii) keep available the services of its current directors, officers and key employees on terms employees, and conditions substantially comparable to those currently in effect (iii) preserve its relationships with its customers, partners, suppliers, licensors, licensees, distributors and maintain its current rights others having material business relationships with it with the objective of preserving unimpaired their goodwill and franchises, in each case, consistent with past practiceongoing business. In addition to and addition, without limiting the generality of the foregoing, except as for matters expressly permitted or contemplated by this Agreement or set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to until the Effective Time, the Company shall not, nor shall it permit any of its termsSubsidiaries to, do any of the following without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries todelayed:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nurx Pharmaceuticals, Inc.), Agreement and Plan of Merger (Quantrx Biomedical Corp)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) ), and except as set forth in Section 5.01 of the Company Disclosure LetterLetter or as otherwise required by the Business Plan, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementAgreement or as otherwise required by the Business Plan, from the date hereof of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (FOHG Holdings, LLC), Agreement and Plan of Merger (Frederick's of Hollywood Group Inc /Ny/)
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) the Effective Time and (ii) the valid termination of this Agreement pursuant to its termsArticle VII, unless Parent shall otherwise except as expressly contemplated or permitted by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule or as required by applicable Law, without the prior written consent in writing (which of Parent, such consent shall not to be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business operations in all material respects in the ordinary course of business consistent with past practice and shall (ii) use its and their respective commercially reasonable best efforts to preserve intact its business organization, assets organization and goodwill and current beneficial its relationships with key customers, suppliers suppliers, Governmental Authorities and others having other Persons with which it has significant business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchisesrelations or regulatory relations, in each case, consistent with past practice. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly contemplated or permitted by this Agreement, as set forth in Section 5.01 5.1 of the Company Disclosure Letter Schedule or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until of this Agreement and prior to the earlier of (i) the Effective Time and (ii) the valid termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Article VII, the Company shall not, and shall not permit any cause each of its Subsidiaries not to, take any of the following actions, without the prior written consent of Parent, such consent not to be unreasonably withheld, delayed or conditioned; provided, however, that with respect to Sections 5.1(a), 5.1(b), 5.1(c)(i), 5.1(k), 5.1(n) (with respect to any Transaction Litigation or demand for appraisal), 5.1(q), 5.1(s) and, solely with respect to the foregoing, 5.1(t), Parent’s consent shall be given, conditioned or withheld in its sole discretion:
Appears in 1 contract
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) the Effective Time and (ii) the or termination of this Agreement pursuant to its termsArticle VIII, unless Parent shall otherwise except as contemplated by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter or as required by applicable Law, without the prior written consent in writing (which of Parent, such consent shall not to be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 , the business of the Company Disclosure Letterand its Subsidiaries shall be conducted in the ordinary course of the Company’s and its Subsidiaries’ business consistent with past practice, and in compliance in all material respects with applicable Law and the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to maintain and preserve intact its business organizationorganization and the Company Assets, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms (it being understood that no increases in any compensation, including any incentive, retention or similar compensation shall be required in respect thereof) and conditions substantially comparable to those currently in effect preserve the good will of its material customers, suppliers and maintain its current rights and franchises, in each case, consistent other Persons with past practicewhom it has material business relationships. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise contemplated by this Agreement, as set forth in Section 5.01 6.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until of this Agreement and prior to the earlier of (i) the Effective Time and (ii) the or termination of this Agreement pursuant to Article VIII, the Company shall not, and shall cause its termsSubsidiaries not to, take any of the following actions, without the prior written consent of Parent Parent; provided, that with respect to the actions set forth in clauses (which d), (g), (h) (other than clause (vii) thereof), (i), (j), (k) or (m) below, such consent shall may not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Frozen Food Express Industries Inc)
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of Time, except as expressly contemplated by this Agreement pursuant or as required by applicable Law or with the prior written consent of FCI, conduct its business in the ordinary course of business consistent with past practice, and, to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms (including, without limitation, Xxxxxxx Xxxxxxx, Xxxxxx Xxxxxxx, Xxxxx Xxxxxxxx, and conditions substantially comparable Xxx Xxxxx), to those currently in effect preserve its and maintain its current rights Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in on Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent (including by e-mail) of Parent FCI (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Baldwin Technology Co Inc)
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of Time, except as expressly contemplated by this Agreement pursuant or as required by applicable Law or with the prior written consent of Parent, conduct its business in the ordinary course of business consistent with past practice, and, to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, and conditions substantially comparable to those currently in effect preserve its and maintain its current rights Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of contemplated by this Agreement pursuant (including to effectuate the Pre-Closing Reorganization, the Dock Square Consulting Arrangement or the Pre-Closing Balance Sheet Adjustment) or as required by applicable Law, the Company shall not, nor shall it permit any of its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Command Center, Inc.)
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) Effective Time, except as expressly permitted by this Agreement or as required by applicable Law or as consented to in writing by Parent after the Effective Time and (ii) the termination date of this Agreement pursuant and prior to its termsthe Effective Time, unless Parent shall otherwise consent in writing (which consent consent, shall not be unreasonably withheldwithheld or delayed, delayed or conditioned) and except as set forth conduct its business in Section 5.01 the ordinary course of business consistent with past practice, and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries' business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries' current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries' present relationships with customers, suppliers, distributors, licensors, licensees and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in on Section 5.01 6.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)required by applicable Law, the Company shall not, and nor shall not it permit any of its Subsidiaries to, unless consented to in writing by Parent after the date of this Agreement and prior to the Effective Time, which consent, solely in the case of clauses (d) - (s) below, shall not be unreasonably withheld or delayed:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edac Technologies Corp)
Conduct of Business of the Company. From Except as set forth in Section 5.1 of the date of Company Disclosure Schedules, as otherwise contemplated by this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant Agreement, as required by applicable Law or a Governmental Authority, or as consented to its terms, unless Parent shall otherwise consent in writing by Parent or Thunder Bridge II (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) delayed), between the date of this Agreement and except as set forth in Section 5.01 the earlier of the Company Disclosure LetterClosing or the termination of this Agreement in accordance with Section 8.1 hereof (the “Interim Period”), the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business their respective businesses, in all material respects, in the ordinary course of business consistent with past practice practice, (ii) comply with all Laws applicable to the Acquired Companies and shall use its reasonable best efforts to preserve intact its business organizationtheir respective businesses, assets and goodwill employees, and current beneficial (iii) use their commercially reasonable efforts to maintain and preserve their respective businesses and organizations intact, retain their respective present officers and employees and maintain and preserve their relationships with their officers and employees, suppliers, customers, suppliers vendors, licensors, Governmental Authorities, creditors and others having business dealings relations with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicesuch Person. In addition to and without limiting the generality of the foregoing, except Except as expressly set forth in Section 5.01 5.1 of the Company Disclosure Letter or Schedules, as otherwise expressly provided for in contemplated by this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant as required by applicable Law or a Governmental Authority, or as consented to its terms, without the prior written consent of by Parent or Thunder Bridge II (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), the Company shall not, not and shall not permit any of cause its Subsidiaries not to:
Appears in 1 contract
Samples: Master Transactions Agreement (Thunder Bridge Acquisition II, LTD)
Conduct of Business of the Company. From the date of Except as contemplated by this Agreement until or as set forth in Section 5.1 of the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsCompany Disclosure Schedule, unless Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheldwithheld or delayed), delayed or conditioned) and except as set forth in Section 5.01 during the period from the date of this Agreement to the Company Disclosure LetterEffective Time, the Company shall, and shall cause each of its Subsidiaries to, Subsidiary will (i) conduct its business in respective operations, to the extent commercially reasonable, according to its ordinary and usual course of business and consistent with past practice practice, and shall (ii) use its commercially reasonable best efforts to preserve substantially intact its respective business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current respective officers and key employees on terms and conditions substantially comparable to those currently maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, consultants, customers, and others having material business relationships with it. The Company will promptly advise Parent of any material change in effect the management, present or planned business, properties, liabilities, results of operations, or financial condition of the Company or any Subsidiary. The Company will, prior to distributing or otherwise circulating any notices, directives, or other communications directed to all or groups of customers, vendors, employees, distributors, or others associated with its business relating to the transactions contemplated hereby or to the operation of business after consummation of such transactions, consult with Parent and maintain its current rights and franchises, in each case, consistent with past practicegive Parent reasonable opportunity to comment thereon. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly provided in or contemplated by this Agreement or as set forth in Section 5.01 5.1 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsuntil the Effective Time, neither the Company nor any Subsidiary will, without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) Closing or the Effective Time and (ii) the termination of date, if any, on which this Agreement is earlier terminated pursuant to its termsArticle VII, unless Parent shall otherwise except as expressly contemplated by this Agreement, as set forth in Schedule 5.01 of the Seller Disclosure Letter or as required by Law, without the prior written consent in writing (which of Buyer, such consent shall not to be unreasonably withheld, delayed conditioned or conditioned) and except as set forth in Section 5.01 of delayed, Seller shall cause the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, to use reasonable best efforts to (x) conduct its business operations only in the ordinary course of business consistent with past practice (any such action, inaction, activity or conduct, a “Company Response Action”) and shall use its reasonable best efforts to (y) maintain and preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms (it being understood that no increases in any compensation or benefits, including any incentive, retention or similar compensation shall be required in respect thereof) and conditions substantially comparable to those currently in effect preserve the good will of its material customers, suppliers, agents, employees and maintain its current rights and franchises, in each case, consistent other Persons with past practicewhom it has material business relationships. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as set forth in Section Schedule 5.01 of the Company Seller Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement and prior to the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, Seller shall cause the Company (or its termsSubsidiaries as applicable) to not take any of the following actions, without the prior written consent of Parent (which Bxxxx, such consent shall not to be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries todelayed:
Appears in 1 contract
Samples: Share Exchange Agreement (Connexa Sports Technologies Inc.)
Conduct of Business of the Company. From Except as provided in this Agreement or as set forth in Section 5.1 of the date Disclosure Schedule (without reference to any matters deemed to be set forth therein under Sections 3.27 or 4.10 of this Agreement until Agreement) or with the earlier written consent of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsMergerCo, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and during the period from the date of this Agreement to the Effective Time (except as set forth in Section 5.01 otherwise specifically required by the terms of the Company Disclosure Letterthis Agreement), the Company shall, and shall cause each of its Subsidiaries to, conduct its business act and carry on their respective businesses in the usual, regular and ordinary course of business consistent with past practice (including, without limitation, in connection with the collection of accounts receivable and shall the incurrence and payment of accounts payable, and with pricing and marketing practices and the maintenance of Inventory levels) and use its and their respective reasonable best efforts to preserve intact its their current business organizationorganizations, assets keep available the services of their current officers and goodwill employees and current beneficial preserve their relationships with landlords, customers, suppliers suppliers, licensors, licensees, advertisers, distributors, lenders and others having business dealings with it them and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicepreserve goodwill. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of during the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, period from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to:, without the prior written consent of MergerCo (which shall not be unreasonably withheld) or except as provided in this Agreement or as set forth in Section
Appears in 1 contract
Samples: Agreement and Plan of Merger (Camelot Music Holdings Inc)
Conduct of Business of the Company. From Except as contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms or the Effective Time, unless the Company agrees (except to the extent that Parent shall otherwise consent in writing writing, which such consent shall not be unreasonably withheld) and will cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees and others having business dealings with it. The Company shall promptly notify Parent of any materially negative event involving or materially adversely affecting the Company or its Subsidiaries. In addition, except as contemplated by the terms of this Agreement (including, without limitation, Section 6.21), without the prior written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of during the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, period from the date hereof of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms or the Effective Time, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), neither the Company nor its Subsidiaries shall not, and shall not permit do any of its Subsidiaries tothe following:
Appears in 1 contract
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the Effective Time or the date, if any, on which this Agreement is earlier of terminated pursuant to Article VII, except (i) the Effective Time and as expressly contemplated or permitted by this Agreement or any Ancillary Agreement, (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterSchedule, (iii) as required by Law, or (iv) as consented to in writing by Parent, such consent not to be unreasonably withheld, conditioned or delayed, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (A) conduct its business operations in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to (B) maintain and preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms and conditions substantially comparable (it being understood that no material increases in any compensation or benefits, including any incentive, retention or similar compensation shall be made in respect thereof except to those currently the extent such increase is required in effect and maintain its current rights and franchises, in each case, the ordinary course of business consistent with past practice) and to preserve the good will of its material customers, suppliers, agents, employees and other Persons with whom it has material business relationships. In addition to and without Without limiting the generality of the foregoing, and except (1) as otherwise expressly contemplated or permitted by this Agreement or any Ancillary Agreement, (2) as set forth in Section 5.01 of the Company Disclosure Letter Schedule, (3) as required by applicable Law, or (4) as otherwise expressly provided for consented to in this Agreementwriting by Parent, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant such consent not to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, from and after the date of this Agreement and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions:
Appears in 1 contract
Conduct of Business of the Company. From Except as set forth in Section 4.01 of the Company Disclosure Letter, or as expressly required or permitted by this Agreement, or required by a Governmental Entity of competent jurisdiction, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shallwill, and shall will cause each of its Subsidiaries to, conduct its business operations in the all material respects according to its ordinary and usual course of business and consistent with past practice and shall use its commercially reasonable best efforts to preserve intact its current business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect preserve its relationships with customers, suppliers, manufacturers, licensors, licensees, advertisers, distributors and maintain others having business dealings with it; provided, however, that no action by the Company or its current rights and franchises, in each case, consistent Subsidiaries with past practicerespect to matters specifically addressed by any other provision of this Section 4.01 shall be deemed a breach of this Section 4.01 unless such action would constitute a breach of one or more of such other provisions. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in _____ Section 5.01 4.01 of the Company Disclosure Letter and, except as (x) contemplated or as otherwise expressly provided for in permitted by this AgreementAgreement or (y) required by Law, during the period from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to until the Effective Time, the Company will not and will not cause its termsSubsidiaries to, without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries todelayed:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Image Entertainment Inc)
Conduct of Business of the Company. From Except as required by this ---------------------------------- Agreement or with the prior written consent of Parent, from the date of this Agreement until the earlier of the date the Shares are accepted for purchase by Acquisition Company or the Company in the Offer (ithe "Acceptance Date") (or such --------------- later date that the Effective Time and (iiBoard of Directors shall be reconstituted pursuant to Section 1.3(a)) or the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterAgreement, the Company shall, shall and shall cause each of its Subsidiaries to, to conduct its business operations only in the ordinary and usual course of business in a manner consistent with past practice and, to the extent consistent therewith, each of the Company and its Subsidiaries shall use its commercially reasonable best efforts to preserve intact in all material respects its business organization, assets organization intact and goodwill and current beneficial relationships maintain its existing relations with customers, suppliers suppliers, employees, IO's, Licensees and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceassociates. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise required or contemplated by this Agreement or as set forth in Section 5.01 ------- 6.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Letter, the Company shall not, and shall not --- permit any of its Subsidiaries to, until the earlier of the termination of this Agreement or the Acceptance Date, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Carey International Inc)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the earlier termination of this Agreement pursuant to its termsAgreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth otherwise expressly provided for in Section 5.01 of the Company Disclosure Letterthis Agreement, the Company shall, and shall cause each of its the Company Subsidiaries to, conduct its business only in the ordinary course of business consistent with past practice and shall use its commercially reasonable best efforts to preserve intact its business organization, assets organization and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchiseseffect, in each case, in the ordinary course consistent with past practicepractice and to timely file all reports required to be filed with the SEC. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement or the Conversion and Contribution Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any Proceedings described in clause (m) of this Section 5.01 that relate to this Agreement, the Merger or any other transactions contemplated herein, in which case such consent may be withheld, conditioned or delayed or conditionedin Parent's absolute discretion), the Company shall not, not and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (General Atlantic LLC)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant in accordance with Article X hereof or the Closing Date, the Company agrees to, and the Sellers agree to its termscause the Company to, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 operate the business of the Company Disclosure Letter, the Company shall, and shall to cause each of its Subsidiaries toto conduct their respective businesses, conduct its business except (x) as specifically disclosed in Section 6.1 of the Disclosure Schedule, (y) with the prior written consent of Buyer or (z) as specifically permitted by this Agreement, in accordance with applicable Law and in the ordinary course of business consistent with past practice and shall use its reasonable best efforts practices. In furtherance of the foregoing, the Company agrees to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it pay and to keep available cause its Subsidiaries to pay all Indebtedness and Taxes of the services of Company and its current officers Subsidiaries when due (subject to good faith disputes with respect to such Taxes pursuant to appropriate proceedings and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicefor which adequate reserves have been established). In addition to and without Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement, (ii) as expressly set forth in Section 5.01 6.1 of the Disclosure Schedule, or (iii) with the prior written consent of Buyer, neither the Company Disclosure Letter or as otherwise expressly provided for in this Agreementnor any of its Subsidiaries shall, and the Sellers agree to cause the Company and its Subsidiaries not to, from and after the date hereof of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without in accordance with Article X hereof or the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries toClosing Date:
Appears in 1 contract
Conduct of Business of the Company. From During the period from the date of this Agreement until the earlier of Effective Time (the “Pre-Closing Period”), except (i) the Effective Time and as set forth in Schedule 5.1, (ii) to the termination extent necessary to comply with the Company’s express obligations under this Agreement, (iii) as reasonably necessary to ensure that the Company complies with applicable laws and its obligations under contracts to which it is party as of the date of this Agreement pursuant and disclosed to its termsParent and contracts entered into during the Pre-Closing Period in compliance with this Section 5.1, unless Parent shall otherwise consent (iv) to pay Specified Transaction Expenses, or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheldwithheld or delayed if withholding or delaying such consent would be unreasonable), delayed or conditioned(A) and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct use commercially reasonable efforts to (1) carry on its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to practices, (2) preserve intact its present business organization, assets and goodwill and current beneficial (3) preserve its relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it to whom the Company has material contractual obligations and to (4) keep available the services of its current officers and key employees on the terms and conditions substantially comparable of employment to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality which they are subject as of the foregoing, except as expressly set forth in Section 5.01 date of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of and (iB) the Effective Time and (ii) the termination of this Agreement pursuant to its termsCompany shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms and the Effective Time, unless the Company (which for the purposes of this Section 4.1 shall include the Company and each of its subsidiaries) agrees, except as otherwise expressly contemplated by this Agreement, or as described in Section 4.1 of the Company Schedules, and, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwriting, delayed to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulations, to pay its debts and taxes when due subject to good faith disputes over such debts or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Lettertaxes, the Company shallto pay or perform other material obligations when due, and shall cause each to use all reasonable efforts consistent with past practices and policies to preserve intact the Company's present business organizations, keep available the services of its Subsidiaries topresent officers and employees and preserve its relationships with customers, conduct its suppliers, distributors, licensors, licensees, and others having business dealings with the Company, to the end that the Company's goodwill and ongoing businesses be unimpaired at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoingCompany, except and will not enter into or amend any agreement or take any action which reasonably would be expected to have a Material Adverse Effect on the Company. Except as expressly set forth contemplated by this Agreement or disclosed in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedules, from the date hereof until the earlier of (i) Company shall not prior to the Effective Time and (ii) the or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries toParent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (C Bridge Internet Solutions Inc)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant and the Effective Time, the Company agrees to conduct its termsbusiness, unless except to the extent that Parent shall otherwise consent in writing and subject to SECTION 4.2 below, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company when due (subject to SECTION 4.1(e) below), to pay or perform other obligations when due, and, to the extent consistent with the conduct of its business in the ordinary course, to preserve intact the present business organizations of the Company, keep available the services of the present officers and key employees of the Company and preserve the relationships of the Company with customers, suppliers, distributors, licensors, licensees, and others having material business dealings with the Company, all with the goal of preserving the goodwill and ongoing businesses of the Company at the Effective Time; provided, however, that this SECTION 4.1 shall not prevent the Company from (i) taking any action expressly contemplated by this Agreement, (ii) taking any action required by applicable law, (iii) taking any action to which Parent shall otherwise consent in writing (which consent shall may not be unreasonably withheld, delayed conditioned or conditioneddelayed) and except or (iv) taking any action as set forth in Section 5.01 SECTION 4.1 of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceSchedule. In addition to and without limiting the generality of the foregoing, except as expressly but subject to the exceptions set forth in Section 5.01 items (i)-(iv) of the preceding sentence, the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsshall not, without the prior written consent of Parent (which consent shall not be unreasonably withheldParent, delayed or conditioned), from and after the Company shall not, and shall not permit any date of its Subsidiaries tothis Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Conduct of Business of the Company. From Except for matters expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant and the Effective Time, the Company agrees to conduct its termsbusiness, unless except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) delayed), in the usual, regular and except ordinary course in substantially the same manner as set forth in Section 5.01 heretofore conducted, to pay the debts and Taxes of the Company Disclosure Letterwhen due (subject to Section 4.1(f) below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company shallconsistent with past practice, to use commercially reasonable efforts to keep available the services of the present officers and key employees of the Company and to preserve the relationships of the Company with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company at the Effective Time. The Company shall cause each promptly notify Parent of its Subsidiaries to, conduct its business any event or occurrence or emergency not in the ordinary course of business consistent with past practice of the Company and shall use its reasonable best efforts to preserve intact its business organization, assets any material event involving the Company that arises during the period from the date of this Agreement and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available continuing until the services earlier of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicethe termination date of this Agreement or the Effective Time. In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or required by applicable law, and except as expressly set forth in Section 5.01 4.1 of the Disclosure Schedule, the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsshall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), from and after the Company shall not, and shall not permit any date of its Subsidiaries tothis Agreement:
Appears in 1 contract
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of Time, except as expressly contemplated by this Agreement pursuant to its terms, unless or as required by applicable Law or with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed delayed, or conditioned) and except as set forth denied), conduct its business in Section 5.01 the ordinary course of business consistent with past practice, and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, during the period from the date of this Agreement until the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in on Section 5.01 of the Company Disclosure Letter Schedule or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed delayed, or conditioneddenied other than with respect to Sections 5.01(b), the Company (c), (g), (j), (m) and (o), for which Parent’s consent shall notbe given in its sole discretion), and shall not permit any of its Subsidiaries todirectly or indirectly:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) Effective Time, except as expressly permitted by this Agreement or as required by applicable Law or as consented to in writing by Parent after the Effective Time and (ii) the termination date of this Agreement pursuant and prior to its termsthe Effective Time, unless Parent shall otherwise consent in writing (which consent consent, shall not be unreasonably withheldwithheld or delayed, delayed or conditioned) and except as set forth conduct its business in Section 5.01 the ordinary course of business consistent with past practice, and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in on Section 5.01 6.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)required by applicable Law, the Company shall not, and nor shall not it permit any of its Subsidiaries to, unless consented to in writing by Parent after the date of this Agreement and prior to the Effective Time, which consent, solely in the case of clauses (d)—(s) below, shall not be unreasonably withheld or delayed:
Appears in 1 contract
Samples: Agreement and Plan of Merger (GB Aero Engine Merger Sub Inc.)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) or the date of termination of this Agreement pursuant to its termsSection 8.1 or Section 8.2 hereof, the Company (as used in this Article IV, the term “Company” includes the Company Subsidiaries, unless the context clearly otherwise indicates) agrees to conduct its business, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwriting, delayed or conditioned) in the usual, regular and except ordinary course in substantially the same manner as set forth in Section 5.01 heretofore conducted, to pay the debts and Taxes of the Company Disclosure Letterwhen due (subject to Section 4.1(e) hereof), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, keep available the services of the present officers and key employees of the Company shalland preserve the relationships of the Company with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company at the Effective Time. The Company shall cause each promptly notify Parent of its Subsidiaries to, conduct its business any event or occurrence or emergency not in the ordinary course of business consistent with past practice of the Company and shall use its reasonable best efforts to preserve intact its business organization, assets any material event involving the Company that arises during the period from the date of this Agreement and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available continuing until the services earlier of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicethe termination date of this Agreement or the Effective Time. In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement and except as expressly set forth in Section 5.01 4.1 of the Disclosure Schedule (specifying the appropriate subparagraph), the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsshall not, without the prior written consent of Parent (which consent shall not be unreasonably withheldParent, delayed or conditioned), from and after the Company shall not, and shall not permit any date of its Subsidiaries tothis Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)
Conduct of Business of the Company. From Except as contemplated ---------------------------------- by this Agreement or as expressly consented to by the Parent, during the period from the date of this Agreement until hereof to the earlier of (i) Closing Date, the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent Shareholders shall not be unreasonably withheld, delayed cause the Company or conditioned) and except as set forth in Section 5.01 Inverness-U.S. to take any of the Company Disclosure LetterProhibited Actions and the Shareholders shall not take any action that would impair the Company's ability to, and the Shareholders shall not omit, refrain or neglect the taking of any action that would be required to, allow the Company shall, and shall cause each of its Subsidiaries to, Inverness U.S. to conduct its business operations in the ordinary course of business consistent with past practice practice, with diligence and shall effort and in substantially the same manner as such business was conducted prior to the date hereof, and to use its commercially reasonable best efforts to preserve intact its current business organizationorganizations, assets keep available, the service of its current officers and goodwill employees and current beneficial preserve its relationships with customers, suppliers suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it it, to the end that its goodwill and to keep available ongoing businesses shall be unimpaired at the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceClosing Date. In addition to and without Without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from prior to the date hereof until the earlier of (i) the Effective Time Closing Date and (ii) the termination of unless this Agreement pursuant to its termsis terminated in accordance with Article VIII, the Shareholders shall not cause or permit the Company or Inverness-U.S. to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit to take any of its Subsidiaries to:the following actions (each such action a "Prohibited Action"):
Appears in 1 contract
Conduct of Business of the Company. From Except as expressly provided for by this Agreement, during the period from the date of this Agreement until the earlier of (i) to the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shallwill conduct, and shall will cause each of its Subsidiaries toto conduct, conduct its business in the operations according to its ordinary and usual course of business consistent with past practice practice, including in particular, but without limitation, with respect to the fulfillment of orders and shall the provision of customer rebates and discounts, and in compliance in all material respects with applicable Laws. In addition, the Company will use and will cause each of its Subsidiaries to use its commercially reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect preserve the goodwill of and maintain satisfactory relationships with those Persons having business relationships with the Company or any of its current rights and franchises, in each case, consistent with past practiceSubsidiaries. In addition to and without Without limiting the generality of the foregoing, foregoing and except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in by this Agreement, from during the date hereof until period specified in the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termspreceding sentence, without the prior written consent of Parent (which consent consent, in the case of paragraph (d)(iii), (e), (o) or (v) (solely to the extent such paragraph (v) relates to paragraphs (d)(iii), (e), or (o)) shall not be unreasonably withheldconditioned, delayed withheld or conditioneddelayed), the Company shall not, will not and shall will not permit any of its Subsidiaries to:
Appears in 1 contract
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSection 8.1 and the Effective Time, unless the Company agrees (except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth otherwise disclosed in Section 5.01 4.1 of the Company Disclosure Letter), the Company shall, and shall cause each of its Subsidiaries to, conduct to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and in conformity with the Company’s June 30, 2003 through June 30, 2004 Operating Plan (the “Operating Plan”) a copy of business which has been provided to Parent, to pay its debts and Taxes when due, to pay or perform other obligations when due, and to use all reasonable efforts consistent with past practice and shall use its reasonable best efforts policies to preserve intact its the Company’s current business organizationorganizations, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company’s goodwill and ongoing businesses through the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality ordinary course of business of the foregoingCompany, except as expressly set forth in Section 5.01 of and any material event involving the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) Company. Prior to the Effective Time and (ii) the termination of this Agreement pursuant to its termsCompany shall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries toas expressly contemplated by this Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (K2 Inc)
Conduct of Business of the Company. (a) From and after the date of this Agreement until hereof and prior to the earlier of (i) the Effective Time and the date, if any, on which this Agreement is earlier terminated pursuant to Section 8.1 (the “Termination Date”), except (i) as may be required by applicable Law, any Governmental Entity of competent jurisdiction or the rules or regulations of Nasdaq, (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent as may be agreed in writing (in advance by Parent, which consent shall not be unreasonably withheld, delayed or conditioned, (iii) and except as may be required or expressly permitted by this Agreement, (iv) as set forth in Section 5.01 6.1 of the Company Disclosure LetterLetter or (v) for any action reasonably taken, or reasonably omitted to be taken, pursuant to any COVID-19 Measures, as otherwise necessary or appropriate to protect the health and safety of employees or others having business dealings with the Company, or in response to any Emergency (in each case of this clause (v), subject to good faith consultation with Parent to the extent reasonably practical under the circumstances), the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to (A) conduct its business in all material respects in the ordinary course of business, (B) maintain material business relationships, (C) preserve intact its business organization, assets material assets, properties and goodwill and current beneficial relationships with customersGovernmental Authorizations, suppliers and others having business dealings with it and to (D) keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and (E) maintain its current rights and franchisesinsurance coverage with regard to any material assets or properties; provided, that this sentence shall in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 no event prohibit allowing any Contracts of the Company Disclosure Letter or as otherwise expressly provided for with employees, service providers, suppliers, customers, distributors, and other Persons having business relationships with the Company to expire in this Agreementaccordance with their terms; provided, from further, that no action by the date hereof until the earlier Company with respect to matters specifically addressed by any provision of (iSection 6.1(b) the Effective Time and (ii) the termination shall be deemed a breach of this Agreement pursuant to its terms, without the prior written consent sentence unless such action would constitute a breach of Parent (which consent shall not be unreasonably withheld, delayed or conditionedsuch provision of Section 6.1(b), the Company shall not, and shall not permit any of its Subsidiaries to:.
Appears in 1 contract
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier Effective Time, and except as expressly permitted or required by this Agreement, as required by applicable Law, or with the prior written consent of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned, or conditioneddelayed), (1) conduct its business in all material respects in the ordinary course of business consistent with past practice (except for any actions taken reasonably and except as set forth in Section 5.01 of good faith in response to COVID-19 or COVID-19 Measures), and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees, and maintain its current rights and franchises, in each case, consistent other Persons having material business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law or except as set forth in on Section 5.01 6.01 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementLetter, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Iec Electronics Corp)
Conduct of Business of the Company. From Except as contemplated by this Agreement, the date Corporate Reorganization or Section 5.01 of this Agreement until the earlier Disclosure Schedule or with the prior written consent of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing Buyer (which consent shall not be unreasonably withheld) during the period from the date of this Agreement to the Closing Date, delayed or conditioned) and except as set forth in Section 5.01 of Seller will cause the Company Disclosure Letter, the and each Company shall, and shall cause each of its Subsidiaries to, Subsidiary to (a) conduct its business and operations in the ordinary course of business consistent with past practice except for the Corporate Reorganization and shall (b) use its all commercially reasonable best efforts consistent therewith to preserve intact its business organizationproperties, assets and goodwill and current beneficial relationships with customersbusiness organizations, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect maintain satisfactory relationships with customers, suppliers, distributors and others having commercially beneficial business relationships with it, to maintain its current rights books of account and franchisesrecords, in each case, in the ordinary course of business consistent with past practice. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise provided in this Agreement or as contemplated hereby or by the Corporate Reorganization or as set forth in Section 5.01 of the Disclosure Schedule, Seller will cause the Company Disclosure Letter or as otherwise expressly provided for in this Agreementand each Company Subsidiary not to, from prior to the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsClosing Date, without the prior written consent of Parent Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:):
Appears in 1 contract
Samples: Securities Purchase Agreement (Us Industries Inc /De)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) through the Effective Time and (ii) the termination of this Agreement pursuant to its terms“Interim Period”), unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in on Section 5.01 6.01 of the Company Disclosure LetterSchedule, as expressly required by the terms of this Agreement, as required by Law or the regulations or requirements of the NYSE or with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its business operations only in the ordinary course of business consistent with past practice and shall (y) use its commercially reasonable best efforts to maintain and preserve intact its business organization, assets retain the services of its present officers and goodwill employees, preserve the good will of and current beneficial relationships with its customers, suppliers and others having other Persons with whom it has similar business dealings with it relationships and to keep available the services of its current officers make growth capital expenditures and key employees on terms and conditions substantially comparable to those currently maintenance capital expenditures in effect and maintain its current rights and franchises, in each case, a manner consistent with past practicepractices. In addition to and without Without limiting the generality of the foregoing, during the Interim Period, except as expressly set forth in Section 5.01 6.01 of the Company Disclosure Letter or Schedule, as otherwise expressly provided for in required by the terms of this Agreement, from or as required by Law or the date hereof until regulations or requirements of the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)NYSE, the Company shall not, and shall not permit any of its Subsidiaries to (and shall cause its Subsidiaries not to:), without the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (TMS International Corp.)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant or the Effective Time, the Company agrees to conduct the business of Company and its termsSubsidiaries, unless except to the extent that Parent shall otherwise consent in writing in accordance with Section 4.3 hereof, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes of the Company and its Subsidiaries when due (which subject to Parent’s review and consent shall not be unreasonably withheldto the filing of any Tax Return, delayed or conditioned) and except as set forth in Section 5.01 4.1(e) below), to pay or perform other obligations when due, and to preserve intact the present business organizations of the Company Disclosure Letterand its Subsidiaries, keep available the services of the present officers and Employees of the Company shall, and shall cause each of its Subsidiaries to, conduct and preserve the relationships of the Company and its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships Subsidiaries with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it them, all with the goal of preserving substantially unimpaired the goodwill and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 ongoing businesses of the Company Disclosure Letter and its Subsidiaries at the Effective Time. The Company shall promptly notify Parent of any material event or as otherwise expressly provided for in this Agreement, occurrence involving the Company or any of its Subsidiaries that arises during the period from the date hereof of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination date of this Agreement pursuant to or the Effective Time. Neither the Company nor any of its termsSubsidiaries shall, without the prior written consent of Parent (Parent, which consent shall not is to be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries torequested in accordance with Section 4.3 hereof:
Appears in 1 contract
Conduct of Business of the Company. From (a) Except as expressly contemplated by this Agreement (including with respect to the Reorganization), or as set forth on Schedule 6.1, from and after the date of this Agreement hereof until the earlier of (i) the Effective Time and (ii) Closing or the termination of this Agreement pursuant in accordance with Article 8, except as consented to its terms, unless Parent shall otherwise consent in writing by Purchaser (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed) or as required by applicable law (including any Health and except as set forth in Section 5.01 of Safety Measures), (w) Blocker Corp and the Company Disclosure Lettershall, and the Company shall cause each other Group Company to, conduct its business in the Ordinary Course of Business, (x) Blocker Corp and the Company shall, and the Company shall cause each other Group Company to, use commercially reasonable efforts to preserve intact (A) its business organization and to preserve the present commercial relationships with Persons with whom it has a material business relationship, and (B) its material assets owned, leased or used in the conduct of its business; (y) the Company shall, and shall cause each of its Subsidiaries the Group Companies to, conduct its business use commercially reasonable efforts to have and maintain an aggregate amount of Store Cash as of immediately prior to the Closing of at least $250,000; provided, however, that notwithstanding anything to the contrary herein, but without derogation of, or limiting, the Group Companies’ obligations in the ordinary course preceding provisions of business consistent with past practice this clause (y), and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available for the services avoidance of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchisesdoubt, in each case, consistent with past practice. In addition to and without limiting no event shall the generality maintenance of the foregoing, except aggregate amount of Store Cash as expressly set forth in Section 5.01 of immediately prior to the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from Closing of at least $250,000 constitute a condition to Purchaser’s obligation to consummate the date hereof until the earlier of (i) the Effective Time Closing; and (iiz) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), Blocker Corp and the Company shall not, and the Company shall cause each other Group Company not permit any of its Subsidiaries to:
Appears in 1 contract
Conduct of Business of the Company. From The Company agrees that during the period from the date of this Agreement until the earlier of (i) to the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent Eastern shall otherwise consent agree in writing (writing, which consent shall not be unreasonably withheldwithheld or delayed, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterotherwise contemplated by this Agreement), the Company shallwill, and shall will cause each of its Subsidiaries to, conduct its business in the operations according to its ordinary and usual course of business consistent with past practice in compliance in all material respects with all applicable Laws, pay its debts and shall taxes when due (subject to good faith disputes over such debts), pay or perform other material obligations when due, and, to the extent consistent therewith, with no less diligence and effort than would be applied in the absence of this Agreement, use its commercially reasonable best efforts to preserve intact its current business organizationorganizations, assets keep available the service of its current officers and goodwill employees and current beneficial preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall not be impaired in any material respect at or prior to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceEffective Time. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly permitted in this Agreement, or as set forth in Section 5.01 4.1 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) prior to the Effective Time and (ii) Time, neither the termination Company nor any of this Agreement pursuant to its termsSubsidiaries will, without the prior written consent of Parent (Eastern, which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries todelayed:
Appears in 1 contract
Conduct of Business of the Company. From the date of Except as contemplated ---------------------------------- by this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth described in Section 5.01 4.1 of the Company Disclosure LetterSchedule, during the period from the date hereof to the Effective Time, the Company shallwill, and shall will cause each of its Subsidiaries subsidiaries to, conduct its business operations in the ordinary course of business consistent with past practice with no less diligence and shall effort than would be applied in the absence of this Agreement, use its commercially reasonable best efforts to preserve intact its current business organizationorganizations, assets to keep available the service of its current officers and goodwill key employees and current beneficial to preserve its relationships with customers, suppliers suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it with the intention that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Subject to keep available approval of Parent (which approval shall not be unreasonably withheld), the services of its current officers company may negotiate, execute and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicedeliver a lease for new principal offices. In addition to and without Without limiting the generality of the foregoing, except as otherwise expressly set forth provided in this Agreement and except as described in Section 5.01 4.1 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) prior to the Effective Time and (ii) Time, neither the termination Company nor any of this Agreement pursuant to its termssubsidiaries will, without the prior written consent of Parent (Parent, which consent shall not unreasonably be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Conduct of Business of the Company. From (a) Except (A) as contemplated by this Agreement, (B) as required by applicable Law, or (C) as otherwise set forth in Section 6.1 of the Disclosure Letter, during the period from the date of this Agreement until to the earlier of (i) the Effective Time Closing Date and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letteraccordance with Article 9, the Company shall, and shall cause each of its the Company Subsidiaries to, (x) conduct its their respective business and operations in the ordinary course of business consistent with past practice and in all material respects (it being understood that failure to take any action that would be prohibited by any of clause (i) through (xx) below shall not, in any event, constitute a breach of this sentence), (y) use its reasonable best efforts to preserve substantially intact its the business organizationorganization and assets of the Company and the Company Subsidiaries, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its the current officers officers, employees and key employees on terms consultants of the Company Group and conditions substantially comparable (z) use reasonable efforts to those currently in effect preserve the current relationships of the Company Group with material customers, suppliers and maintain its current rights and franchises, in each case, consistent other Persons with past practicewhich the Company Group has significant business relations. In addition to and without Without limiting the generality of the foregoing, except as specifically and expressly required by this Agreement, as required by applicable Law or as otherwise set forth in Section 5.01 6.1 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementLetter, during the period from the date hereof until of this Agreement to the earlier of (i) the Effective Time Closing Date and (ii) the termination of this Agreement pursuant to its termsin accordance with Article 9, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Parent, the Company shall not, and shall cause the Company Subsidiaries not permit to, undertake any of its Subsidiaries tothe following actions:
Appears in 1 contract
Conduct of Business of the Company. From Except as set forth in Schedule 4.1 or as otherwise expressly permitted by this Agreement or as Parent may otherwise consent to or approve in writing on and after the date hereof and prior to the Closing Date, during the period from the date of this Agreement until the earlier of (i) to the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shall, and shall cause each of its Subsidiaries to, conduct its business operate in the ordinary course Ordinary Course of business Business and in compliance with all applicable Laws and regulations and, to the extent consistent with past practice and shall therewith, use its commercially reasonable best efforts to preserve intact its current business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key other employees (except in the case of voluntary resignations or terminations on terms account of job performance or for cause), to preserve its cash, and conditions substantially to preserve its relationships with those persons having business dealings with it, including vendors and customers, to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Furthermore, the Company covenants, represents and warrants that from and after the date hereof, unless Parent shall otherwise expressly consent in writing, the Company shall use its commercially reasonable efforts to: (i) keep in full force and effect insurance comparable in amount and scope of coverage to those currently insurance now carried by it; and (ii) pay all accounts payable and other obligations in effect and maintain its current rights and franchisesthe Ordinary Course of Business consistent with the provisions of this Agreement, except if the same are contested in good faith, and, in each casethe case of the failure to pay any material accounts payable or other obligations which are contested in good faith, consistent only after consultation with past practiceParent. In addition to and without Without limiting the generality of the foregoingforegoing (but subject to the above exceptions), except as expressly set forth in Section 5.01 of the Company Disclosure Letter Schedule 4.1 or as Parent may otherwise expressly provided for consent to or approve in this Agreementwriting on and after the date hereof and prior to the Closing Date, during the period from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Memc Electronic Materials Inc)
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the Effective Time or the date, if any, on which this Agreement is earlier of terminated pursuant to Article VII, except (i) as expressly contemplated or permitted by this Agreement or any agreements, documents or other instruments contemplated by this Agreement (the Effective Time and “Ancillary Agreements”), including as necessary to effect the Pre-Closing REI Reorganization, (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterSchedule, (iii) as required by Law, or (iv) as consented to in writing by Parent, such consent not to be unreasonably withheld, conditioned or delayed, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (A) conduct its business operations in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to (B) maintain and preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms and conditions substantially comparable (it being understood that no increases in any compensation or benefits, including any incentive, retention or similar compensation shall be required in respect thereof except to those currently the extent such increase is required in effect and maintain its current rights and franchises, in each case, the ordinary course of business consistent with past practice. In addition ) and to preserve the good will of its material customers, suppliers, agents, employees and without other Persons with whom it has material business relationships Without limiting the generality of the foregoing, and except (w) as otherwise expressly contemplated or permitted by this Agreement or any Ancillary Agreement, including as necessary to effect the Pre-Closing REI Reorganization, (1) as set forth in Section 5.01 of the Company Disclosure Letter Schedule, (2) as required by applicable Law, or (3) as otherwise expressly provided for consented to in this Agreementwriting by Parent, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant such consent not to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned)delayed, from and after the date of this Agreement and prior to the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Article VII, the Company shall not, and shall not permit any of its Subsidiaries to, take any of the following actions:
Appears in 1 contract
Samples: Agreement and Plan of Merger (SilverSun Technologies, Inc.)
Conduct of Business of the Company. From (a) Except as required to effect the date of this Reorganization, during the period from the Agreement until Date through the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterClosing, the Company shall, and the Seller Parties shall cause each the Company to (1) conduct the operations of its Subsidiaries to, conduct its business the Company in the ordinary course Ordinary Course (except with respect to the distributions, transfers, assignments or other resolution of business consistent the Excluded Assets and the Excluded Liabilities in accordance with past practice and shall Section 6.15), and, with respect to the following clauses (2) through (5) in this Section 6.1(a), use its commercially reasonable best efforts to (2) preserve intact its the present business organizationoperations, assets organization and goodwill and current beneficial relationships with customersof the Company, suppliers and others having business dealings with it and to (3) keep available the services of the current officers, employees and consultants of the Company (but in no event shall the Company or either Seller Party be required to increase the compensation of any of the foregoing, or change its Ordinary Course employment practices, in order to retain any such officer, employee or consultant), (4) preserve the current officers relationships of the Company with its customers, suppliers and key employees on terms other Persons with which the Company has significant business relations, and conditions substantially comparable to those currently in effect (5) keep and maintain its current rights the Company’s assets and franchisesproperties in good repair and normal operating condition, in each case, consistent with past practicewear and tear excepted. In addition to and without Without limiting the generality of the foregoing, during the period from the Agreement Date through the Closing, except as expressly set forth in Section 5.01 6.1 of the Company Disclosure Letter or Schedule, as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of or allowed under this Agreement pursuant to its terms(including in connection with the distributions, without transfers or assignments of the Excluded Assets and the Excluded Liabilities in accordance with Section 6.15 or in connection with the Reorganization), or with the prior written consent of Parent (which consent shall not be unreasonably withhelddelayed, delayed withheld or conditionedconditioned with respect to clauses (vii), (ix), (x) or (xii)), the Company shall not, and the Seller Parties shall cause the Company not permit any of its Subsidiaries to:
Appears in 1 contract
Conduct of Business of the Company. From Except as expressly contemplated by this Agreement (including the consummation of the Restructuring Transactions in accordance with the Restructuring Transactions Step Plan and the MSSR Transfer) or any other Transaction Agreement or as required by applicable Law, from and after the date of this Agreement until the earlier of (i) the Effective Time and (ii) Subservicing Termination Date or the termination of this Agreement pursuant to in accordance with its terms, unless the Company shall (and Parent and Seller shall otherwise consent cause the Company to), and shall cause each other Group Company to, except as set forth on Section 7.1 of the Disclosure Schedules or as consented to in writing by Buyer (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (a) and except as set forth in Section 5.01 subject to the terms of the Company Disclosure LetterRestricted Subservicing Agreement, the Company shallcontinue their Mortgage Loan servicing activities, pricing and shall cause each of its Subsidiaries topayment policies, conduct its business in all material respects in the ordinary course Ordinary Course of business consistent Business (but solely with past practice and shall respect to the Subsequent Transfer Purchased Assets after the Closing Date), except for changes reasonably made with a view to complying or otherwise adhering with the requirements of HAMP or other similar Law applicable to mortgage services generally or to best practices as in effect from time to time (which are made in accordance with the terms of the Restricted Subservicing Agreement), (b) use its reasonable best efforts to preserve substantially intact its business organization, assets organization and goodwill and current beneficial to preserve the present commercial relationships with customerskey Persons with whom it does business, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality (c) not do any of the foregoing, except as expressly set forth in Section 5.01 following whether through a single transaction or a series of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries totransactions:
Appears in 1 contract
Samples: Amended and Restated Purchase Agreement (Ocwen Financial Corp)
Conduct of Business of the Company. From Except for matters expressly contemplated by this Agreement, during the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant and the Effective Time, the Company agrees to conduct its termsbusiness, unless except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) delayed), in the usual, regular and except ordinary course in substantially the same manner as set forth in Section 5.01 heretofore conducted, to pay the debts and Taxes of the Company Disclosure Letterwhen due (subject to the limitations below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organization of the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall practice, to use its commercially reasonable best efforts to keep available the services of the present officers and key employees of the Company and to preserve intact its business organization, assets the relationships of the Company with suppliers and goodwill and current beneficial relationships with customers, suppliers distributors and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceit. In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 5.01 5.1 of the Disclosure Schedule, the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsshall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), from and after the Company shall not, and shall not permit any date of its Subsidiaries tothis Agreement until the earlier of the termination date of this Agreement or the Effective Time:
Appears in 1 contract
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of Time, except as expressly contemplated or permitted by this Agreement pursuant or as required by applicable Law or with the prior written consent of Parent (such consent not to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) and except as set forth delayed), conduct its business, in Section 5.01 all material respects, in the ordinary course of business, and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and use its reasonable best efforts to keep available the services of its and its Subsidiaries’ current officers and key employees on terms and conditions substantially comparable use its reasonable best efforts to those currently in effect preserve its and maintain its current rights Subsidiaries’ present relationships with material customers, suppliers, distributors, licensors, licensees and franchisesother Persons having business relationships with it; provided, in each casehowever, consistent that no action by the Company or its Subsidiaries with past practicerespect to matters specifically addressed by any provision of this Section 5.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. In addition to and without Without limiting the generality of the foregoing, from the date of this Agreement until the Effective Time, except as otherwise expressly contemplated or permitted by this Agreement or as set forth in on Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Conduct of Business of the Company. From Except as contemplated by this Agreement, the date Corporate Reorganization or Section 5.01 of this Agreement until the earlier Disclosure Schedule or with the prior written consent of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing Buyer (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 during the period from the date of this Agreement to the Company Disclosure LetterClosing Date, the Company shall, and shall cause each of its Subsidiaries to, Company Subsidiary to (a) conduct its business and operations in the ordinary course of business consistent with past practice except for the Corporate Reorganization and shall (b) use its all commercially reasonable best efforts consistent therewith to preserve intact its business organizationproperties, assets and goodwill and current beneficial relationships with customersbusiness organizations, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect maintain satisfactory relationships with customers, suppliers, distributors and others having commercially beneficial business relationships with it, to maintain its current rights books of account and franchisesrecords, in each case, in the ordinary course of business consistent with past practice. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise provided in this Agreement or as contemplated hereby or by the Corporate Reorganization or as set forth in Section 5.01 of the Disclosure Schedule, the Company Disclosure Letter or as otherwise expressly provided for in this Agreementshall not, from and shall cause each Company Subsidiary not to, prior to the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsClosing Date, without the prior written consent of Parent Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:):
Appears in 1 contract
Conduct of Business of the Company. From the date of Except as contemplated by this Agreement until or as set forth in Section 5.1 of the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsCompany Disclosure Schedule, unless Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheldwithheld or delayed), delayed or conditioned) and except as set forth in Section 5.01 during the period from the date of this Agreement to the Company Disclosure LetterEffective Time, the Company shalland each Subsidiary will, and the Company shall use commercially reasonable efforts to cause each of its Subsidiaries to World Medical to, (i) conduct its business in respective operations, to the extent commercially reasonable, according to its ordinary and usual course of business and consistent with past practice practice, and shall (ii) use its commercially reasonable best efforts to preserve substantially intact its respective business organizationorganizations, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current respective officers and key employees on terms and conditions substantially comparable to those currently maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, physicians, consultants, customers, and others having material business relationships with it. The Company will promptly advise Parent of any material change in effect the management, present or planned business, properties, liabilities, results of operations, or financial condition of the Company or any material Subsidiary. The Company will, prior to distributing or otherwise circulating any notices, directives, or other communications directed to all or groups of customers, vendors, employees, distributors, or others associated with its business relating to the transactions contemplated hereby or to the operation of business after consummation of such transactions, consult with Parent and maintain its current rights and franchises, in each case, consistent with past practicegive Parent reasonable opportunity to comment thereon. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly provided in or contemplated by this Agreement or as set forth in Section 5.01 5.1 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsuntil the Effective Time, neither the Company nor any Subsidiary will, without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms and the Effective Time, unless the Company (which for the purposes of this SECTION 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) delayed), to carry on its business and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall to cause each of its Subsidiaries to, conduct to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of business its Subsidiaries to use all commercially reasonable efforts consistent with past practice practices and shall use its reasonable best efforts policies to preserve intact its present business organizationorganizations, assets keep available the services of its present officers and goodwill employees and current beneficial preserve its relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it the Company or any such Subsidiaries, to the end that the goodwill and to keep available the services ongoing businesses of Company and each of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceSubsidiaries be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, except Except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in by this Agreement, from the date hereof until Credit Agreement, the earlier Loan Documents, or the Reseller Agreement , the Company shall not, and shall not permit any of (i) its Subsidiaries to, prior to the Effective Time and (ii) the or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Conduct of Business of the Company. From The Company agrees that, from the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the earlier termination of this Agreement pursuant to in accordance with its terms, unless except (i) as may be required by law, (ii) with the prior written consent of Parent shall otherwise consent in writing (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed) or (iii) as may be expressly permitted pursuant to this Agreement, it shall conduct its business and except as set forth in Section 5.01 of cause to be conducted the Company Disclosure Letter, the Company shall, and shall cause each businesses of its Subsidiaries to, conduct its business in the ordinary course of business and in a manner consistent with past practice and shall (1) use its reasonable best efforts to preserve intact its intact, in all material respects, their respective business organizationorganizations, assets (2) not terminate the employment or service of those of the Company’s current officers, employees and goodwill and current beneficial consultants who are integral to the operations of their business as currently conducted, (3) use reasonable best efforts to preserve intact, in all material respects, the relationships with customersProcessors, Program Partners, and other suppliers and others having significant business dealings with it it, and (4) use reasonable best efforts to keep available the services of its maintain their material assets and material properties in their current officers condition, normal wear and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicetear excepted. In addition to and without Without limiting the generality of the foregoing, except as expressly otherwise contemplated or permitted by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter Schedule or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsrequired by applicable law, without the prior written consent of Parent (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), from the date of this Agreement until the Effective Time or the earlier termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any cause each of its Subsidiaries not to, directly or indirectly:
Appears in 1 contract
Conduct of Business of the Company. From During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsterms and the Effective Time, unless the Company (which for the purposes of this Section 6.1 shall include the Company and each of its ----------- Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioned) delayed), to carry on its business and except as set forth in Section 5.01 of the Company Disclosure Letter, the Company shall, and shall to cause each of its Subsidiaries to, conduct to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of business its Subsidiaries to use all commercially reasonable efforts consistent with past practice practices and shall use its reasonable best efforts policies to preserve intact its present business organizationorganizations, assets keep available the services of its present officers and goodwill employees and current beneficial preserve its relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it the Company or any such Subsidiaries, to the end that the goodwill and to keep available the services ongoing businesses of Company and each of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceSubsidiaries be unimpaired at the Effective Time. In addition to and without limiting the generality of the foregoing, except Except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in by this Agreement, from the date hereof until Credit Agreement, the earlier Loan Documents, or the Reseller Agreement , the Company shall not, and shall not permit any of (i) its Subsidiaries to, prior to the Effective Time and (ii) the or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) the Effective Time and (ii) or the termination of this Agreement pursuant in accordance with Article VII, except as contemplated or permitted by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter or as required by applicable Law, Order or to its termscomply with any notice from a Governmental Authority, unless without the prior written consent of Parent shall otherwise (such consent in writing (which consent shall not to be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter), the Company shall, and shall cause each of its Subsidiaries to, use its and their reasonable best efforts to (i) conduct its business in all material respects in the ordinary course of business course, (ii) comply in all material respects with all applicable Laws, and (iii) to the extent consistent with past practice the foregoing, the Company shall, and shall cause its Subsidiaries to, use its and their reasonable best efforts to preserve its and each of its Subsidiaries’ business organizations (including the service of key employees) substantially intact its business organization, assets and goodwill and current beneficial relationships preserve existing relations with key customers, suppliers and others having other Persons with whom the Company or its Subsidiaries have significant business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchisesrelationships, in each case, consistent with past practice. In addition to and without Without limiting the generality of the foregoing, and except as expressly otherwise contemplated or permitted by this Agreement, as set forth in Section 5.01 5.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, Order or to comply with any notice from a Governmental Authority, from and after the date hereof until of this Agreement and prior to the earlier of (i) the Effective Time and (ii) or the termination of this Agreement pursuant to in accordance with Article VII, the Company shall not, and shall cause each of its termsSubsidiaries not to, take any of the following actions, without the prior written consent of Parent (which such consent shall not to be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:):
Appears in 1 contract
Conduct of Business of the Company. From The Company covenants ---------------------------------- and agrees that, between the date of this Agreement until the earlier of (i) and the Effective Time and (ii) the termination of Time, except as otherwise expressly provided for in this Agreement pursuant to its termsAgreement, unless Parent and Merger Sub shall otherwise consent agree in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterwriting, the Company shall, and shall cause each of its Subsidiaries toSubsidiary, to conduct its business in the ordinary course of business and in a manner consistent with past practice practice. The Company shall, and shall cause each Subsidiary to, use its all commercially reasonable best efforts to (i) preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to (ii) keep available the services of its the current officers officers, employees and key employees on terms consultants of the Company and conditions substantially comparable to each Subsidiary, (iii) preserve the current relationships of the Company and each Subsidiary with their respective customers, distributors, suppliers, licensors, licensees, contractors and other persons with which the Company or any Subsidiary has significant business relations, (iv) maintain all assets in good repair and condition other than those currently disposed of in effect and the ordinary course of business, (v) maintain all insurance, (vi) maintain its current books of account and records in the usual, regular and ordinary manner and (vii) maintain and protect all of its intellectual property so as not to affect adversely its ownership or other rights therein or the validity or enforceability thereof. By way of amplification and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoingnot limitation, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from Agreement or in Section 5.1 of the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Disclosure Schedule, the Company shall not, and shall cause each Subsidiary not permit to, between the date of this Agreement and the Effective Time, directly or indirectly do, or propose to do, any of its Subsidiaries tothe following without the prior written consent of Parent and Merger Sub:
Appears in 1 contract
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant and the Effective Time, the Company agrees to conduct its termsbusiness, unless except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwriting, delayed or conditioned) in the usual, regular and except ordinary course in substantially the same manner as set forth in Section 5.01 heretofore conducted, to pay the debts and material Taxes of the Company Disclosure Letterand its subsidiaries when due, other than those Taxes that are being contested in good faith pursuant to appropriate proceedings (subject to Section 4.1(f) below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company, use commercially reasonable efforts to keep available the services of the present officers and key employees of the Company shalland its subsidiaries and to preserve the relationships of the Company and its subsidiaries with customers, suppliers, distributors, licensors, licensees, and others having business dealings with them, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company at the Effective Time. The Company shall cause each promptly notify Parent of its Subsidiaries to, conduct its business any event or occurrence or emergency not in the ordinary course of business consistent with past practice of the Company and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available any material event involving the services Company or any of its current officers subsidiaries that arises during the period from the date of this Agreement and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practicecontinuing until the earlier of the termination date of this Agreement or the Effective Time. In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 5.01 4.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Schedule, the Company shall not, and shall cause the subsidiaries of the Company not permit any to, without the prior consent of its Subsidiaries toParent, from and after the date of this Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger And (FOTV Media Networks Inc.)
Conduct of Business of the Company. From Except for matters expressly contemplated by this Agreement or expressly set forth in Section 4.1 of the Disclosure Schedule, during the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant and the Effective Time, the Company agrees: (i) except to its terms, unless the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), to conduct its business in the usual, regular and ordinary course consistent with past practice, and in accordance with all applicable Laws; (ii) and except as set forth in Section 5.01 to pay the Liabilities of the Company Disclosure Letter, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts practice, (iii) to pay Taxes of the Company when due (subject to Section 4.1(r) below); (iv) to pay or perform other obligations when due; (v) to preserve intact the present business organization of the Company; (vi) to use its business organizationcommercially reasonable efforts to maintain all Company Authorizations; and (vii) to use commercially reasonable efforts to keep available the services of the present officers and key employees of the Company and to preserve the relationships of the Company with suppliers, assets and goodwill and current beneficial relationships with customersdistributors, suppliers contractors, licensors and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practiceit. In addition to and without limiting the generality of the foregoing, except as expressly contemplated by this Agreement or required by applicable Law, and except as expressly set forth in Section 5.01 4.1 of the Disclosure Schedule, the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsshall not, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), from and after the Company shall not, and shall not permit any date of its Subsidiaries tothis Agreement until the earlier of the termination date of this Agreement or the Effective Time:
Appears in 1 contract
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant or the Effective Time, the Company agrees to conduct the business of the Company and its termsSubsidiaries, unless except to the extent that Parent shall otherwise consent in writing writing, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay all obligations and Taxes of the Company and its Subsidiaries when due (which subject to Parent’s review and consent shall not be unreasonably withheldto the filing of Returns, delayed or conditioned) and except as set forth in Section 5.01 4.1(o) below), to pay or perform other obligations when due, and, to the extent consistent with such business, to preserve intact the present business organizations of the Company Disclosure Letterand its Subsidiaries, keep available the services of the present officers and Employees of the Company shalland its Subsidiaries, preserve the Company’s assets and shall cause each Technology and preserve the relationships of the Company and its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it them, all with the goal of preserving unimpaired the goodwill and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality ongoing businesses of the foregoing, Company and its Subsidiaries at the Effective Time. Except as expressly contemplated by this Agreement and except as expressly set forth in Section 5.01 4.1 of the Disclosure Schedule, the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsshall not, without the prior written consent of Parent (which consent shall not be unreasonably withheldin accordance with Section 4.2 hereof, delayed or conditioned), from and after the Company shall not, and shall not permit any date of its Subsidiaries tothis Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Electronic Arts Inc.)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSection 9.1 hereof or the Effective Time, unless the Company agrees to (i) conduct the business of the Company, except to the extent that Parent shall otherwise consent in writing in accordance with Section 5.3 hereof, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, (which ii) pay the debts and Taxes of the Company when due (subject to Parent’s review and consent shall not be unreasonably withheldto the filing of any Tax Return, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter5.1(e) below), the Company shall(iii) pay or perform other obligations when due, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall (iv) use its commercially reasonable best efforts to preserve intact its the present business organizationorganization of the Company, assets keep available the services of the present officers and goodwill employees of the Company and current beneficial preserve the relationships of the Company with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it them, all with the goal of preserving substantially unimpaired the goodwill and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 ongoing businesses of the Company Disclosure Letter at the Effective Time. The Company shall promptly notify Parent of any material event or as otherwise expressly provided for in this Agreement, occurrence involving the Company that arises during the period from the date hereof of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination date of this Agreement pursuant to its termsor the Effective Time. The Company shall not, without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, withheld and shall not permit any of its Subsidiaries tois to be requested in accordance with Section 5.3 hereof:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spreadtrum Communications Inc)
Conduct of Business of the Company. From the date of Except as specifically set forth in this Agreement or as set forth on Section 4.1 of the Disclosure Schedule, during the period from the Agreement Date and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing and the Effective Time (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letter“Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course of in substantially the same manner as conducted in the six months immediately prior to the Agreement Date, (b) carry on its business consistent in compliance in all material respects with past practice and shall all applicable Legal Requirements, (c) use its reasonable best efforts to preserve intact its business organizationbusiness, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers officers, employees and key employees on terms consultants, (d) use its best efforts to maintain good relationships with suppliers, customers, licensors, licensees and conditions substantially comparable to those currently in effect others having material business relationships with it and (e) maintain its current rights properties and franchisesother assets in good working condition (normal wear and tear excepted). Without limiting the generality of the foregoing, and except as otherwise specifically set forth in each casethis Agreement or as set forth on Section 4.1 of the Disclosure Schedule, consistent with past practicethe Company shall not take any action that would result in a breach of Section 2.9, without the prior written consent of Acquiror. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Effective Time, except as expressly otherwise set forth in Section 5.01 4.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Schedule, the Company shall not, and shall not permit any of its Subsidiaries to, without Acquiror’s prior written consent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Prosper Marketplace Inc)
Conduct of Business of the Company. From the date of Except for matters expressly required, permitted or contemplated by this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsAgreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterSchedule, or as otherwise consented to in advance in writing by Parent, from the date of this Agreement to the Effective Time, the Company shallshall use reasonable best efforts to, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice, maintain in effect all of its permits necessary to conduct its business in the ordinary course consistent with past practice and shall use its reasonable best efforts to (i) preserve intact its material assets, material Proprietary Rights and current business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to (ii) keep available the services of its current directors, officers and key employees on terms employees, or (iii) preserve its relationships with its customers, partners, suppliers, licensors, licensees, distributors and conditions substantially comparable to those currently in effect others having material business relationships with it with the objective of preserving unimpaired their goodwill and maintain its current rights and franchises, in each case, consistent with past practiceongoing business. In addition to and addition, without limiting the generality of the foregoing, except as for matters expressly permitted or contemplated by this Agreement or set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementSchedule, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to until the Effective Time, the Company shall not, nor shall it permit any of its termsSubsidiaries to, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:Parent;
Appears in 1 contract
Samples: Agreement and Plan of Merger (Borland Software Corp)
Conduct of Business of the Company. From (a) During the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 of the Company Disclosure LetterTime, the Company shall, and shall cause each of its Subsidiaries to, except as expressly permitted by this Agreement (including the restrictions contemplated in this Section 5.01(a)) or as required by applicable Law or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed), to use its commercially reasonable efforts to conduct its business in the ordinary course of business consistent with past practice practice, and, to the extent consistent therewith and subject to the restrictions contemplated in this Section 5.01(a), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable best efforts to (i) preserve substantially intact its and its Subsidiaries’ business organizationorganizations, assets assets, properties, Contracts or other legally binding understandings, licenses and goodwill and current beneficial relationships with customersbusiness organizations in all material respects, suppliers and others having business dealings with it and to (ii) maintain its existence in good standing under the Laws of its incorporation or formation, (iii) keep available the services of its current officers employees at the level of Vice President or above and key employees on terms (iv) preserve the current relationships with material customers, suppliers, lessors, licensors, licensees, creditors, contractors and conditions substantially comparable to those currently in effect other Persons with which the Company and maintain its current rights and franchises, in each case, consistent with past practiceSubsidiaries have business relations. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in Section 5.01 5.01(a) of the Company Disclosure Letter Letter, or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed conditioned, or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sykes Enterprises Inc)
Conduct of Business of the Company. From During the period from the date of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSection 9.1 hereof or the Effective Time (the “Pre-Closing Period”), unless the Company agrees to conduct the business of the Company, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldin accordance with Section 5.3 hereof, delayed or conditioned) in the usual, regular and except ordinary course in substantially the same manner as set forth in Section 5.01 heretofore conducted, to pay the debts and Taxes of the Company Disclosure Letterwhen due, the Company shallto pay or perform other obligations when due, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its the present business organizationorganization of the Company, assets keep available the services of the present officers and goodwill employees of the Company and current beneficial preserve the relationships of the Company with customers, suppliers suppliers, distributors, licensors, licensees, and others having business dealings with it them, all with the goal of preserving substantially unimpaired the goodwill and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 ongoing businesses of the Company Disclosure Letter at the Effective Time. The Company shall promptly notify Parent of any material event or as otherwise expressly provided for in this Agreement, occurrence involving the Company that arises during the period from the date hereof of this Agreement and continuing until the earlier of (i) the Effective Time and (ii) the termination date of this Agreement pursuant to its termsor the Effective Time. The Company shall not, without the prior written consent of Parent (which consent consent, with respect to clauses (b), (c), (d), (e), (f), (l), (r), (aa) and, solely with respect to the foregoing, (bb) of this Section 5.1, shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries towhich consent is to be requested in accordance with Section 5.3 hereof:
Appears in 1 contract
Conduct of Business of the Company. From Except to the extent expressly required or permitted by this Agreement, as required by applicable Law or as set forth in Section 5.01 of the Disclosure Letter, during the period from the date of this Agreement until the earlier of the Effective Time or the date on which this Agreement is terminated pursuant to Section 7.01 (the “Interim Period”), (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 each of the Company Disclosure Letter, the Company shall, Seahorse Parties will conduct and shall will cause each of its Subsidiaries to, to conduct its business and operations in all material respects in the ordinary course of business consistent with past practice and shall (ii) each of the Seahorse Parties will use and will cause each of its Subsidiaries to use its commercially reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms employees, and conditions substantially comparable to those currently in effect preserve the goodwill of and maintain its current rights and franchises, in each case, consistent satisfactory relationships with past practicethose Persons having business relationships with the Seahorse Parties or any of their Subsidiaries. In addition to and without Without limiting the generality of the foregoingforegoing and except to the extent otherwise expressly required or permitted by this Agreement, except as expressly required by applicable Law or as set forth in on Section 5.01 of the Company Disclosure Letter or as Letter, during the Interim Period, unless Parent otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent consents (which consent consent, other than with respect to Sections 5.01(e), 5.01(f), 5.01(h) or 5.01(m) shall not be unreasonably withheldwithheld or delayed; provided, delayed that the parties agree that in the event that the lenders under the Debt Financing Commitments do not provide their consent or conditionedotherwise object to any particular request, Parent’s withholding or delaying of its consent shall be deemed to be reasonable; provided, further, that Parent shall request that the lenders provide their consent to such action or inaction and provide them with any information that the Company requests be provided), each of the Company shall not, Seahorse Parties will not and shall will not permit any of its their Subsidiaries to:
Appears in 1 contract
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth in Section 5.01 6.01 of the Company Disclosure Letter, or as expressly contemplated by this Agreement or as required by applicable Law or with the prior written consent of Parent, conduct its business in the ordinary course of business consistent with recent past practice, and, to the extent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in Section 5.01 6.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:delayed):
Appears in 1 contract
Conduct of Business of the Company. From The Company shall, and shall cause each of its Subsidiaries to, during the period from the date of this Agreement until the earlier Effective Time, except as expressly contemplated by this Agreement, as required by applicable Law or with the prior written consent of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheldwithheld or delayed), delayed or conditioned) and except as set forth conduct its business in Section 5.01 the ordinary course of business consistent with past practice, and, to the Company Disclosure Letterextent consistent therewith, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its commercially reasonable best efforts to preserve substantially intact its and its Subsidiaries’ business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its and its Subsidiaries’ current officers and key employees on terms employees, to preserve its and conditions substantially comparable to those currently in effect its Subsidiaries’ present relationships with customers, suppliers, distributors, licensors, licensees and maintain its current rights and franchises, in each case, consistent other Persons having business relationships with past practiceit. In addition to and without Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly contemplated by this Agreement or as set forth in on Section 5.01 of the Company Disclosure Letter Schedule or as otherwise expressly provided for in this Agreementrequired by applicable Law, from the date hereof until the earlier Company shall not, nor shall it permit any of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsSubsidiaries to, without the prior written consent of Parent (Parent, which consent shall not be unreasonably withheld, delayed withheld or conditioned), the Company shall not, and shall not permit any of its Subsidiaries todelayed:
Appears in 1 contract
Conduct of Business of the Company. From and after the date of this Agreement until and prior to the earlier of (i) Closing or the Effective Time and (ii) the termination of date, if any, on which this Agreement is earlier terminated pursuant to its termsArticleVII, unless Parent shall otherwise except as expressly contemplated by this Agreement, as set forth in Schedule 5.01 of the Seller Disclosure Letter or as required by Law, without the prior written consent in writing (which of Buyer, such consent shall not to be unreasonably withheld, delayed conditioned or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterdelayed, the Company shall, and shall cause each of its Subsidiaries to, use reasonable best efforts to (x) conduct its business operations only in the ordinary course of business consistent with past practice (any such action, inaction, activity or conduct, a “Company Response Action”), that would otherwise be in breach of this Section 5.01, shall be deemed not to be a breach of this Section 5.01) and shall use its reasonable best efforts to (y) maintain and preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available retain the services of its current officers and key employees on terms (it being understood that no increases in any compensation or benefits, including any incentive, retention or similar compensation shall be required in respect thereof) and conditions substantially comparable to those currently in effect preserve the good will of its material customers, suppliers, agents, employees and maintain its current rights and franchises, in each case, consistent other Persons with past practicewhom it has material business relationships. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly contemplated by this Agreement, as set forth in Section Schedule 5.01 of the Company Seller Disclosure Letter or as otherwise expressly provided for in this Agreementrequired by applicable Law, from and after the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement and prior to the Closing or the date, if any, on which this Agreement is earlier terminated pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)ArticleVII, 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 Xxxxx, such consent not to be unreasonably withheld, conditioned or delayed:
Appears in 1 contract
Samples: Stock Purchase Agreement (Recruiter.com Group, Inc.)
Conduct of Business of the Company. From Subject in all respects to the last sentence of this Section 5.01, from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth otherwise expressly provided for in this Section 5.01 of the Company Disclosure Letteror elsewhere in this Agreement, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact and maintain its business organization, assets organization and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current key officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights material franchise and franchisesother rights, in each case, consistent with past practice; provided, however, that nothing in the sentence shall prevent the Company or any Subsidiary from substituting a State-issued franchise for a locally issued franchise in any jurisdiction or preclude changes in its franchises or other rights that are not, individually or in the aggregate, materially adverse to the Company and its Subsidiaries. In addition to and without limiting the generality of the foregoingaddition, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this AgreementAgreement (including any subsection of this Section 5.01), from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, without the prior written consent of Parent (which consent shall Parent, not to be unreasonably withheld, delayed withheld or conditioned)delayed, the Company shall not, and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Mediacom Communications Corp)
Conduct of Business of the Company. From (a) During the period from the date of this Agreement hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, including any Covid-19 Measure, or taken in good faith in response to its termsor accordance with any Covid-19 Measure, unless (ii) with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), (iii) and except as contemplated or required by this Agreement, or (iv) as set forth in Section 5.01 5.1(a)(i) of the Company Disclosure LetterSchedule, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (A) conduct its business in all material respects in the ordinary course of business consistent with past practice practice, (B) maintain and shall use its reasonable best efforts to preserve intact its business organization, assets and maintain its existing relations and goodwill and current beneficial relationships with customers, suppliers suppliers, distributors, creditors, lessors and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and tenants, (C) maintain its material assets and properties in their current rights condition in all material respects (normal wear and franchises, in each case, consistent with past practice. In addition to tear and without limiting the generality damage caused by casualty or by any reason outside of the foregoingCompany’s and its Subsidiaries’ reasonable control excepted), except (D) maintain all material insurance policies in all material respects, subject to ordinary course expirations, renewals and replacements thereof, (E) maintain the status of the Company as expressly a REIT under the Code and (F) take the actions set forth in Section 5.01 5.1(a)(ii) of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:Schedule.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Columbia Property Trust, Inc.)
Conduct of Business of the Company. From the date of Except as contemplated by this Agreement until or as set forth in Section 5.1 of the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsCompany Disclosure Schedule, unless Parent shall otherwise consent in writing (which such consent shall not to be unreasonably withheldwithheld or delayed), delayed or conditioned) and except as set forth in Section 5.01 during the period from the date of this Agreement to the Company Disclosure LetterEffective Time, the Company shalland each Subsidiary will, and the Company shall use commercially reasonable efforts to cause each of its Subsidiaries to World Medical to, (i) conduct its business in respective operations, to the extent commercially reasonable, according to its ordinary and usual course of business and consistent with past practice practice, and shall (ii) use its commercially reasonable best efforts to preserve substantially intact its respective business organizationorganizations, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current respective officers and key employees on terms and conditions substantially comparable to those currently maintain satisfactory relationships with licensors, licensees, suppliers, contractors, distributors, physicians, consultants, customers, and others having material business relationships with it. The Company will promptly advise Parent of any material change in effect the management, present or planned business, properties, liabilities, results of operations, or financial condition of the Company or any material Subsidiary. The Company will, prior to distributing or otherwise circulating any notices, directives, or other communications directed to all or groups of customers, vendors, employees, distributors, or others associated with its business relating to the transactions contemplated hereby or to the operation of business after consummation of such transactions, consult with Parent and maintain its current rights and franchises, in each case, consistent with past practicegive Parent reasonable opportunity to comment thereon. In addition to and without Without limiting the generality of the foregoing, and except as otherwise expressly provided in or contemplated by this Agreement or as set forth in Section 5.01 5.1 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not, and shall not permit any of its Subsidiaries to:Disclosure
Appears in 1 contract
Samples: Agreement and Plan of Merger (Arterial Vascular Engineering Inc)
Conduct of Business of the Company. From Except as expressly permitted by this Agreement, as set forth on Section 5.2 of the Company Disclosure Schedule or as required by applicable Law, during the period from the date of this Agreement until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, unless Parent shall otherwise consent agrees in writing (which consent shall agreement will not be unreasonably withheld, delayed withheld or conditioned) and except as set forth in Section 5.01 of the Company Disclosure Letterdelayed), the Company shall, and shall cause each of its Subsidiaries to, (x) conduct its business in the ordinary course consistent with past practice, (y) comply in all material respects with all applicable Laws and the requirements of all Material Contracts and Permits and make all voluntary disclosures deemed appropriate to Governmental Authorities and (z) use commercially reasonable efforts to (i) maintain and preserve intact its business organization and the goodwill of those having significant business relationships with it, (ii) retain the services of its present officers and key employees, and (iii) keep in full force and effect all material insurance policies maintained by the Company and its Subsidiaries, other than changes to such policies made in the ordinary course of business consistent with past practice and shall use its reasonable best efforts to preserve intact its business organization, assets and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchises, in each case, consistent with past practice. In addition to and without Without limiting the generality of the foregoing, except as expressly permitted by this Agreement, as set forth in on Section 5.01 5.2 of the Company Disclosure Letter Schedule or as otherwise expressly provided for in this Agreementrequired by applicable Law, during the period from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned)Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to:, without the prior written consent of Parent (which consent will not be unreasonably withheld or delayed):
Appears in 1 contract
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the earlier termination of this Agreement pursuant to its termsAgreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth otherwise expressly provided for in Section 5.01 of the Company Disclosure Letterthis Agreement, the Company shall, and shall cause each of its the Company Subsidiaries to, conduct its business only in the ordinary course of business consistent with past practice and shall use its commercially reasonable best efforts to preserve intact its business organization, assets organization and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchiseseffect, in each case, in the ordinary course consistent with past practicepractice and to timely file all reports required to be filed with the SEC. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement or the Conversion and Contribution Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any Proceedings described in clause (m) of this Section 5.01 that relate to this Agreement, the Merger or any other transactions contemplated herein, in which case such consent may be withheld, conditioned or delayed or conditionedin Parent’s absolute discretion), the Company shall not, not and shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vectis Cp Holdings LLC)
Conduct of Business of the Company. From the date of this Agreement until the earlier of (i) the Effective Time and (ii) or the earlier termination of this Agreement pursuant to its termsAgreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned) and except as set forth otherwise expressly provided for in Section 5.01 of the Company Disclosure Letterthis Agreement, the Company shall, and shall cause each of its the Company Subsidiaries to, conduct its business only in the ordinary course of business consistent with past practice and shall use its commercially reasonable best efforts to preserve intact its business organization, assets organization and goodwill and current beneficial relationships with customers, suppliers and others having business dealings with it and to keep available the services of its current officers and key employees on terms and conditions substantially comparable to those currently in effect and maintain its current rights and franchiseseffect, in each case, in the ordinary course consistent with past practicepractice and to timely file all reports required to be filed with the SEC. In addition to and without limiting the generality of the foregoing, except as expressly set forth in Section 5.01 of the Company Disclosure Letter or as otherwise expressly provided for in this Agreement or the Conversion and Contribution Agreement, from the date hereof until the earlier of (i) the Effective Time and (ii) the termination of this Agreement pursuant to its termsTime, without the prior written consent of Parent (which consent shall not be unreasonably Table of Contents withheld, conditioned or delayed, except with respect to any Proceedings described in clause (m) of this Section 5.01 that relate to this Agreement, the Merger or any other transactions contemplated herein, in which case such consent may be withheld, conditioned or delayed or conditionedin Parent’s absolute discretion), the Company shall not, not and shall not permit any of its Subsidiaries to:
Appears in 1 contract
