Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 6 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Conduct of Business of the Company. During the period from the ---------------------------------- date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing, each of the Company agrees and the Stockholders agree (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable their best efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with regulators, 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 at the Effective TimeClosing. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this AgreementAgreement as set forth in Section 4.1 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Stock Purchase Agreement (Gametech International Inc), Stock Purchase Agreement (Novothy Gerald R), Employment Agreement (Gametech International Inc)
Conduct of Business of the Company. During the period from the date of ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), writing or as contemplated by this Agreement) 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 the Company's 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, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material materially negative event involving or adversely affecting the CompanyCompany or its business. Except In addition, except as expressly contemplated permitted by the terms of this Agreement, the Company shall not, without the prior written consent of Parent, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, Company shall not do any of the following:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Seagate Technology Malaysia Holding Co Cayman Islands), Agreement and Plan of Reorganization (Seagate Technology Inc), Agreement and Plan of Reorganization (Cobalt Networks Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing, the Company agrees (except to the extent that Parent NEON shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, and to the extent consistent with such business, use all reasonable its best efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective TimeClosing. The Company shall promptly notify Parent NEON of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of ParentNEON:
Appears in 2 contracts
Samples: Share Acquisition Agreement (New Era of Networks Inc), Share Acquisition Agreement (New Era of Networks Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Non Competition Agreement (Cypress Semiconductor Corp /De/), Voting Agreement (Cypress Semiconductor Corp /De/)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement hereof and continuing until the earlier of the Closing Date or the termination of this Agreement or pursuant to the Effective Timeterms of Section 7.1 hereof, Seller hereby agrees to cause the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on conduct its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay or cause to be paid the debts and Taxes of the Company when due, to pay or perform other obligations when due, due and, to the extent consistent with such business, use all its reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective TimeClosing Date. The Company Seller shall promptly notify Parent Purchaser of any event or event, occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, Seller shall not permit the Company shall notto, without the prior written consent of ParentPurchaser:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Indenet Inc), Stock Purchase Agreement (Digital Generation Systems Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay their debts and Taxes when duebefore they become delinquent, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of the Company's present officers and key employees and preserve the Company's 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 business at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Tut Systems Inc), Agreement and Plan of Reorganization (Tut Systems Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material materially negative event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Affiliate Agreement (Inktomi Corp), Affiliate Agreement (Inktomi Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired unim paired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except as contemplated by this Agreement or to the extent that Parent Buyer shall otherwise consent in writing), ) 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 commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organization, keep available the services of its present officers and officers, key employees and independent contractors, and 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 its goodwill and ongoing businesses at the Effective Time. The Following the date of this Agreement, the Company shall promptly notify Parent Buyer of any materially negative event related to the Company or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the CompanyBusiness. Except as disclosed on the Company Disclosure Schedule, without limiting the foregoing, except as expressly contemplated by this Agreement, the Company shall not, without witho ut the prior written consent of ParentBuyer:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc), Agreement and Plan of Merger (Angiotech Pharmaceuticals Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective TimeClosing, the Company agrees (except to the extent that Parent Healtheon shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective TimeClosing. The Company shall promptly notify Parent Healtheon of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of ParentHealtheon:
Appears in 2 contracts
Samples: Asset Purchase Agreement (Healtheon Corp), Asset Purchase Agreement (Healtheon Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Usweb Corp), Agreement and Plan of Reorganization (Usweb Corp)
Conduct of Business of the Company. During the period from the date o ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (and Principal Shareholder agree to cause the Company, except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the CompanyCompany that is likely to have a Material Adverse Effect. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan (Krooss John)
Conduct of Business of the Company. During the period from the date of ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the CompanyCompany or its business. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Smartforce Public LTD Co)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent the other shall otherwise consent in writing), to carry on the business of the Company and its business Subsidiary in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of the present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the Companyit. Except as expressly contemplated by this Agreement, neither the Company shall notnor its Subsidiary shall, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tangible Asset Galleries Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's unim paired its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the CompanyCompany or its business. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (International Network Services)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except as contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing), ) 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 commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, independent contractors, distributors, licensors, licensees, and others having business dealings with it, and to preserve its cash except for repayment of the Advance Note and payment of Third Party Expenses, all with the goal of preserving unimpaired the Company's ’s goodwill and ongoing businesses business at the Effective Time. The Following the date of this Agreement, the Company shall promptly notify Parent of any materially negative event related to the Company or occurrence or emergency not in the ordinary course of business of the Company. Without limiting the foregoing, and any material event involving the Company. Except except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 duedue (subject to good faith disputes over such debts and taxes), to pay or perform other material 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving materially and adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Quickturn Design Systems Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing Date, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the debts and Taxes taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all their commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective TimeClosing Date. The Company shall promptly notify Parent the Sellers of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this Agreement, the The Company shall not, without the prior written consent of Parentthe Sellers:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent Splash shall otherwise consent in writing), 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 duedue unless validly withheld, to pay or perform other obligations when due, and, to the extent consistent with such businessbusiness and except as agreed to by Splash and the Company, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, customers and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent Splash of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company (and each of its subsidiaries) shall not, without the prior written consent of ParentSplash:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Splash Technology Holdings Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing Date, both the Company agrees and the Selling Shareholder agree (except to the extent that Parent Purchaser shall otherwise consent in writing), ) to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the Company's debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective TimeClosing Date. The Company shall promptly notify Parent Purchaser of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and of any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of ParentPurchaser:
Appears in 1 contract
Samples: Share Purchase Agreement (Team Communication Group Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companybusiness, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (New Era of Networks Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this the Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeMerger Date, the Company agrees (except to the extent that Parent and Subsidiary shall otherwise consent in writingwriting in advance), to carry on its business the Business in all material respects 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 businessthe Business, use all commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the assets of the Company, including without limitation, the Company's goodwill and ongoing businesses business at the Effective TimeMerger Date. The Company shall promptly notify Parent and Subsidiary of any event or occurrence involving the Company or emergency its assets, whether or not in the ordinary course of business of the Company, and any material event involving the Companywhich could be expected to have a Material Adverse Effect. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of ParentParent and Subsidiary:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), or except as agreed to by Parent's representatives on the Company's Board of Directors) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent or except as agreed to by Parent's representatives on the Company's Board of Directors:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Digitalthink Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except as contemplated by this Agreement or to the extent that Parent shall otherwise consent in writing), ) 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 commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, independent contractors, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses business at the Effective Time. The Following the date of this Agreement, the Company shall promptly notify Parent of any materially negative event related to the Company or occurrence or emergency not in the ordinary course of business of the Company. Without limiting the foregoing, and any material event involving the Company. Except except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Riverstone Networks Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Conduct of Business of the Company. During the period from between the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing Date, the Company agrees (except to the extent that Parent shall otherwise consent in advance in writing), ) 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 duedue (subject to any grace periods applicable to such debt or Taxes), to and pay or perform other obligations when due, due (subject to any applicable grace periods) and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to preserve intact the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Timebusinesses. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companybusiness, and any material event involving or adversely affecting the CompanyCompany or its business. Except Further, except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Asset Purchase Agreement (Oxygen Biotherapeutics, Inc.)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing, the Company agrees shall (except to the extent that Parent the Buyer shall otherwise consent in writing), 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, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of its present officers and key employees and preserve their 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 at the Effective TimeClosing. The Company shall promptly notify the Parent and the Buyer of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parentthe Buyer:
Appears in 1 contract
Samples: Asset Acquisition Agreement (Global Motorsport Group Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or pursuant to the provisions of Section 8.1 hereof, and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material adverse event involving the CompanyCompany or its business. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Critical Path Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when duebefore they become delinquent, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to keep available the services of the Company's present officers and key employees, preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve the Company's 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 business at the Effective Time. The Company shall promptly notify Parent of any material event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cybergold Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted (recognizing that the Company is aggressively expanding its business), to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent (which such consent shall not be unreasonably withheld by Parent:):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Intervisual Books Inc /Ca)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (agrees, except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the CompanyCompany that is likely to have a Material Adverse Effect. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Centillium Communications Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the CompanyCompany or its business. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Summit Design Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this AgreementAgreement or set forth on Exhibit C, the Company shall not, without the prior written consent of Parent:: ---------
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except as contemplated by this Agreement, including without limitation, the Recapitalization Merger Agreement or to the extent that Parent shall otherwise consent in writing), ) 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 commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, independent contractors, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses business at the Effective Time. The Following the date of this Agreement, the Company shall promptly notify Parent of any materially negative event related to the Company or occurrence or emergency not in the ordinary course of business of the Company. Without limiting the foregoing, and any material event involving the Company. Except except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), writing or to the extent set forth in SCHEDULE 4.1) 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all its reasonable commercial efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this AgreementAgreement or the Disclosure Schedule, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Looksmart LTD)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writingconsent), 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 duedue unless validly withheld, to pay or perform other obligations when due, and, to the extent consistent with such businessbusiness and except as agreed to by Parent and the Company, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of its present officers and key employees and preserve their 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:involving
Appears in 1 contract
Samples: Employment Agreement (Ednet Inc)
Conduct of Business of the Company. During the period from From the date ---------------------------------- of this Agreement and continuing ---------------------------------- until the earlier of (i) the termination of this Agreement or and (ii) the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) to carry on its the business of the Company in the usual, regular and ordinary course in substantially the same manner as heretofore conductedOrdinary Course of Business, 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 the Company's present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the CompanyCompany or its business. Except Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Merger Agreement (Software Com Inc)
Conduct of Business of the Company. During the period from the ---------------------------------- date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when duebefore they become delinquent, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of the Company's present officers and key employees and preserve the Company's 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 business at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writingwriting or as contemplated by this Agreement), to carry on its business in the usual, regular usual and ordinary course in substantially the same manner as heretofore conducted, to pay its debts and Taxes when due, to pay or perform all other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organization, keep available the services of its present officers and key employees employees, and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with to the goal of preserving unimpaired end that the Company's goodwill and ongoing businesses shall not be impaired in any material respect at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving which could have a Material Adverse Effect on the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Adept Technology Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or pursuant to Section 8.1 and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconducted and in any event consistent in all respects with the Company’s 2003 Operating Plan previously provided to Parent, to pay its debts and Taxes when due, to pay or perform other obligations when due, and, and to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present ’s current business organizationorganizations, keep available the services of present its current officers and key employees and 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 ’s goodwill and ongoing businesses at through the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, Prior to the Effective Date the Company shall not, without the prior written consent of ParentParent or as expressly contemplated by this Agreement:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this AgreementAgreement or required by law, or set forth in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Cypress Semiconductor Corp /De/)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay their debts and Taxes when duebefore they become delinquent, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to keep available the services of the Company's present officers and key employees, preserve intact the Company's present business organization, keep available the services of present officers and key employees and preserve the Company's 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 business at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Tut Systems Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of the Company agrees and the Shareholders agree (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all its reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this AgreementAgreement as set forth in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 its other obligations when due, and, to the extent consistent with such business, to use all commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organization, keep available the services of its present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date of ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 commercially reasonable efforts consistent with past practice and policies to preserve intact the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Goto Com Inc)
Conduct of Business of the Company. During the period from the date of ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companybusiness, and any material event involving or adversely affecting the Company, any of its subsidiaries or their business. Except as expressly contemplated by this Agreement, or disclosed in Schedule 4.1, neither ------------ the Company shall notnor any of its subsidiaries shall, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve its relationships with customers, suppliers, distributors, licensors, licenseeslicensers, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Storage Computer Corp)
Conduct of Business of the Company. During the period from the ---------------------------------- date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of the Company and each of the Principal Shareholders agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay the Company's debts and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Failure Group Inc)
Conduct of Business of the Company. During the period from the date of ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, each of the Company agrees and the Shareholders agree (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all its reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's 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 at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the Company. Except as expressly contemplated by this AgreementAgreement as set forth in Schedule 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Gateway International Holdings Inc)
Conduct of Business of the Company. During Except as contemplated by this Agreement or as set forth in Section 5.2 of the Company Disclosure Schedule, during the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (shall, except to the extent that Parent shall otherwise consent expressly contemplated by this Agreement or as consented to in writing), to writing by Parent: (i) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts conducted and Taxes when due, to pay or perform other obligations when due, and, to the extent consistent with such business, (ii) use all reasonable best efforts consistent with past practice and policies to (x) preserve intact the Company's its present business organizationorganizations, 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, (y) preserve and protect its owned and leased properties and (z) conduct its business in compliance with all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Timeapplicable Laws. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business its business, consistent with past practice, and of any event which could have a Material Adverse Effect on the Company, and any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Us Dry Cleaning Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, and any material materially negative event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent, provided that such consent shall not be unreasonably withheld:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Inktomi Corp)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing Date, the Company agrees (except to the extent that Parent shall otherwise consent expressly contemplated by this Agreement or as consented to in writingwriting by Parent), to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, to pay debts and Taxes when duedue (subject to good faith disputes over such debts), to pay or perform other obligations when due, and, and to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's 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, all with it to the goal of preserving unimpaired the Company's end that its goodwill and ongoing businesses shall be unimpaired at the Effective TimeClosing Date. The Company shall agrees to promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and of any event which could have a material event involving adverse effect on the Company. Except Without limiting the foregoing, except as expressly contemplated by this Agreement, the Company shall notnot do, cause or permit any of the following, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the ---------------------------------- date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (and Stockholders agree to cause the Company, except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business 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, to pay or perform other obligations when due, and, to the extent consistent with such business, use all reasonable efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and any material event involving the CompanyCompany that is likely to have a Material Adverse Effect. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent (which shall include e-mail consent of Parent:Xxxxxx X. Xxxxxx) of Parent (which consent shall not unreasonably be withheld or delayed):
Appears in 1 contract
Conduct of Business of the Company. During the period from From the date ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or and (ii) the Effective Time, except as may be required to effect the disposition of bConnected or the disposition of the Productbuzz Shares, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) to carry on its the business of the Company in the usual, regular and ordinary course in substantially the same manner as heretofore conductedOrdinary Course of Business, 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 the Company's present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, licensees and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course Ordinary Course of business of the CompanyBusiness, and any material event involving the CompanyCompany or its business, except as may be required to effect the disposition of bConnected or the disposition of the Productbuzz Shares. Except Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, the Company shall notnot (except as may be required to effect the disposition of bConnected or the disposition of the Productbuzz Shares), without the prior written consent of Parent:
Appears in 1 contract
Samples: Merger Agreement (Software Com Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or and (ii) the Effective TimeFinal Closing, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 Governmental Charges 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 the Company's its present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Timetime of the Amalgamations. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the CompanyCompany or its business. Except as expressly contemplated by this AgreementAgreement or disclosed in Schedule 4.1, the Company shall not, without the prior written consent of Parent:Parent (which consent shall not be unreasonably withheld):
Appears in 1 contract
Samples: Merger Agreement and Plan of Reorganization (Critical Path Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), ) 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companybusiness, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, or disclosed in SCHEDULE 4.1, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), to carry on its the Company's business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practice, to pay the debts and Taxes of the Company when due, to pay or perform other obligations when due, and, to the extent consistent with such business, to use all their reasonable best efforts consistent with past practice and policies to preserve intact the Company's present business organizationorganizations, keep available the services of the Company's present officers and key employees and preserve the Company's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with itthe Company, all with the goal of preserving unimpaired the Company's goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent at reasonable times of any event or occurrence or emergency not in the ordinary course of business of the Company, Company and at reasonable times any material event involving the Company. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Proxim Inc /De/)
Conduct of Business of the Company. During the period from the date of ---------------------------------- of this Agreement and continuing until the earlier of (i) the termination of this Agreement or and (ii) the Effective Time, each of the Company agrees and the Sole Shareholder agree (except to the extent that Parent shall otherwise consent in writing), writing or to the extent Parent has expressly prohibited the Company or the Sole Shareholder from taking any action) to carry on its the business of the Company 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 the Company's present business organization, keep available the services of its present officers and key employees and preserve their relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company and the Sole Shareholder shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving the CompanyCompany or its business. Except Without limiting the generality of the foregoing and except as expressly contemplated by this Agreement, the Company and the Sole Shareholder shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Software Com Inc)
Conduct of Business of the Company. During the period from the date ---------------------------------- of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent that Parent shall otherwise consent in writing), writing which consent shall not be unreasonably withheld) 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 the Company's 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, all with the goal of preserving unimpaired the Company's its goodwill and ongoing businesses at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Companyits business, and any material event involving or adversely affecting the CompanyCompany or its business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Netscape Communications Corp)
