Common use of Conduct of Company Business Clause in Contracts

Conduct of Company Business. Except as expressly required by this Agreement or Applicable Law, as set forth in Section 5.1 of the Company Disclosure Letter or as approved in advance by Parent in writing (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and each of its Subsidiaries shall (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operations, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Appears in 2 contracts

Samples: Merger Agreement (Rofin Sinar Technologies Inc), Merger Agreement (Coherent Inc)

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Conduct of Company Business. Except as expressly required by this Agreement or Applicable LawAgreement, as set forth in Section 5.1 of the Company Disclosure Letter or as approved in advance by Parent in writing (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, the Company and each of its Subsidiaries shall (a) subject to the restrictions and exceptions set forth in Section 5.2 or elsewhere in this Agreement, carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operations, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships and goodwill with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Apigee Corp)

Conduct of Company Business. Except as expressly required by this Agreement or Applicable LawAgreement, as set forth in Section 5.1 of the Company Disclosure Letter or as approved in advance by Parent Newco in writing (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and each of its Subsidiaries shall (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operations, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Barracuda Networks Inc), Merger Agreement (Riverbed Technology, Inc.)

Conduct of Company Business. Except as expressly required by this Agreement or Applicable LawAgreement, as set forth in Section 5.1 of the Company Disclosure Letter or as approved in advance by Parent Newco in writing (which approval will not be unreasonably withheld, delayed or conditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company and each of its Subsidiaries shall (a) carry on its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operationsoperations in all material respects, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships with material customers, suppliers, distributors, licensorslicensors and licensees, licensees as well as governmental agencies, applicable regulatory authorities and others with which it has significant business dealings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imperva Inc)

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Conduct of Company Business. Except as expressly required by this Agreement or Applicable LawAgreement, as set forth in Section 5.1 of the Company Disclosure Letter Letter, pursuant to the ASR Confirmations, or as approved in advance by Parent Newco in writing (which approval will not be unreasonably withheld, delayed conditioned or conditioneddelayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries shall to, (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its business and operations, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Appears in 1 contract

Samples: Merger Agreement (Informatica Corp)

Conduct of Company Business. Except as expressly required by this Agreement or Applicable LawAgreement, as set forth in Section 5.1 6.1 of the Company Disclosure Letter or as approved in advance by Parent in writing (which approval will not be unreasonably withheld, delayed or conditioned, except that Parent may withhold consent in its sole discretion as set forth in Section 6.2), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Time, each of the Company and each of its Subsidiaries shall (a) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance with all Applicable Laws, and (b) use commercially reasonable efforts, consistent with past practices and policies, to (i) preserve intact its Intellectual Property Rights, business organization and operationsmaterial assets, (ii) keep available the services of its directors, officers and employees and (iii) preserve its current present relationships with customers, suppliers, distributors, licensors, licensees and others with which it has significant business dealings.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pervasive Software Inc)

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