CONDUCT OF BUSINESSES PENDING THE EXCHANGE Sample Clauses

CONDUCT OF BUSINESSES PENDING THE EXCHANGE. Section 6.1 Conduct of Business by the Company Pending the Exchange 24 Section 6.2 Conduct of Business by Galaxy Pending the Exchange 24 ARTICLE VII ADDITIONAL AGREEMENTS 25 Section 7.1 Access and Information 26 Section 7.2 Additional Agreements 26 Section 7.3 Publicity 26 Section 7.4 Appointment of Directors 27 ARTICLE VIII CONDITIONS OF PARTIES’ OBLIGATIONS 27 Section 8.1 Company Obligations 27 Section 8.2 Galaxy Obligations 27 ARTICLE IX INDEMNIFICATION AND RELATED MATTERS 28 Section 9.1 Indemnification by Galaxy 29 Section 9.2 Survival 29 Section 9.3 Time Limitations 30 Section 9.4 Limitation on Liability 30 Section 9.5 Notice of Claims 30 ARTICLE X TERMINATION PRIOR TO CLOSING 30 Section 10.1 Termination of Agreement 31 Section 10.2 Termination of Obligations 31
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CONDUCT OF BUSINESSES PENDING THE EXCHANGE. SECTION 5.01. Conduct of Business by the Company Pending the Exchange. The Company agrees that, between the date of this Agreement and the Effective Time, except as contemplated by any other provision of this Agreement, unless JVKG shall otherwise consent in writing:
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CONDUCT OF BUSINESSES PENDING THE EXCHANGE. 11 SECTION 5.01. Conduct of Business by Waste Deep Pending the Exchange 11 SECTION 5.02. Conduct of Business by Digerati Pending the Exchange 12 ARTICLE VI ADDITIONAL AGREEMENTS 14 SECTION 6.01. Registration Statement 14 SECTION 6.02. Filing of Form 8-K 14 SECTION 6.03. Preparation of Disclosure Statement 14 SECTION 6.04. Access to Information; Confidentiality 14 SECTION 6.05. Obligations of Digerati 14 SECTION 6.06. Application to NYSE Amex 14 SECTION 6.07. Filing of Amended Form 8-K 14 SECTION 6.08. Further Action; Consents; Filings 14 SECTION 6.09. Stock Option Plan 15 SECTION 6.10. Change of Corporate Name 15 SECTION 6.11. Plan of Reorganization 15 SECTION 6.12. Intentionally Omitted 15 SECTION 6.13. Public Announcements 15 SECTION 6.14. Digerati Board of Directors 15 SECTION 6.15. Employment Agreement 15 SECTION 6.16. Conveyance Taxes 15
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CONDUCT OF BUSINESSES PENDING THE EXCHANGE. SECTION 5.01. Conduct of Business by the Company and Genesis Pending the Exchange. The Company agrees that, between the date of this Agreement and the Effective Time, except if the parties agree otherwise, the businesses of the Company and Genesis shall be conducted in the ordinary course of business and in a manner consistent with past practice.
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CONDUCT OF BUSINESSES PENDING THE EXCHANGE 
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Related to CONDUCT OF BUSINESSES PENDING THE EXCHANGE

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

  • CONDUCT OF BUSINESS PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Businesses Prior to the Effective Time During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as expressly contemplated or permitted by this Agreement (including as set forth in the CenterState Disclosure Schedule or the South State Disclosure Schedule), required by law or as consented to in writing by the other party (such consent not to be unreasonably withheld, conditioned or delayed), each of South State and CenterState shall, and shall cause each of its Subsidiaries to, (a) conduct its business in the ordinary course consistent with past practice in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization, employees and advantageous business relationships, and (c) take no action that would reasonably be expected to adversely affect or delay the ability of either South State or CenterState to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis.

  • Conduct of Business by Parent (a) From and after the date hereof and prior to the earlier of the Effective Time and the Termination Date, and except (i) as may be required by applicable Law, (ii) as may be consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent covenants and agrees with the Company that the business of Parent and its Subsidiaries shall be conducted in, and such entities shall not take any action except in, the ordinary course of business, and Parent and its Subsidiaries shall use their reasonable best efforts to (A) keep available the services of current officers, key employees and consultants of Parent and each of its Subsidiaries, (B) preserve Parent’s business organization intact and maintain its existing relations and goodwill with customers, suppliers, distributors, creditors and lessors, (C) maintain insurance policies or replacement or revised policies in such amounts and against such risks and losses of Parent and its Subsidiaries as are currently in effect and (D) comply in all material respects with all applicable Laws; provided, however, that no action by Parent or its Subsidiaries with respect to matters specifically addressed by any provision of Section 5.2(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision.

  • Conduct of Businesses (i) Prior to the Effective Time, except as may be set forth in the RELP Disclosure Letter or the AIP Disclosure Letter or as contemplated by this Agreement, unless the other party has consented in writing thereto, AIP and RELP:

  • Conduct of Business of Parent Except as contemplated by this Agreement, from the date of this Agreement until the Effective Time, Parent will not do, and will not permit any of its subsidiaries to do, any of the following without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed):

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