Conduct of the Business Prior to the Closing Date. With respect to the Business, except (x) as contemplated in this Agreement or in Schedule 6.1, (y) as required by any Legal Requirement or Order or (z) as otherwise expressly consented to in writing by Buyer, which consent will not be unreasonably withheld, conditioned or delayed, prior to the Closing, Seller will, and will cause its Affiliates to:
Conduct of the Business Prior to the Closing Date. (a) During the period commencing on the date hereof and continuing until the Closing, the Company agrees as to itself and its Subsidiaries that, except as expressly permitted or required by this Agreement, including pursuant to the Reorganization, or as set forth in Section 5.2(a) of the Company Disclosure Schedule, or to the extent that the Buyer shall otherwise consent in writing, the Company and its Subsidiaries shall carry on the Consumables Business and the Transferred Process Operations only in the ordinary course of business and consistent with past practice, including using reasonable best efforts to:
Conduct of the Business Prior to the Closing Date. From the date hereof until the Closing Date, the Company shall operate the Business only in the ordinary course of business, and shall not engage in any of the actions described in Section 3.15 without the written consent of Buyer.
Conduct of the Business Prior to the Closing Date. Except as contemplated in this Plan of Merger, prior to the Closing, the Company will:
Conduct of the Business Prior to the Closing Date. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Closing Date, except as expressly contemplated or permitted by this Agreement, Sellers shall, and shall cause CCM and the Company and each of their respective Subsidiaries, to (a) conduct the Business and the Company Business in the usual, regular and ordinary course consistent with past practice, (b) use all reasonable commercial efforts consistent with past practice and policies to preserve intact CCM's and the Company's present business organizations, keep available the services of the employees of CCM and the Company and their Subsidiaries (it being understood that CCM and the Company and their Subsidiaries shall not be obligated to make out of the ordinary course of business payments to their respective employees in order to keep available the services of such employees) and preserve the relationships with customers, suppliers, distributors, licensors, licensees of CCM and the Company and their Subsidiaries, and others having significant business dealings with CCM and the Company and their Subsidiaries, (c) use all reasonable commercial efforts to maintain all of their existing permits, licenses, authorizations, orders and regulatory approvals and the minimum net capital and excess net capital necessary to conduct their businesses as currently conducted and (d) take no action or fail to take an action which would adversely affect or delay in any material respect the consummation of the transactions contemplated hereby, including, without limitation, the ability of either Purchaser or Sellers to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby. Following the date hereof until the Closing, each of CCM, the Company and their respective Subsidiaries shall provide to Purchaser and their Subsidiaries, promptly after the filing thereof, a copy of each report, registration statement, other document or amendment filed with any Governmental Entity. From the date hereof until the Closing, Parent will take all action necessary, including funding, so that if Sellers were preparing consistent financial statements as of the Closing, the earnings of the Business and the Company Business as of the Closing would be consistent (including line items) with the presentations contained in the Combined Financial Statements as of the Closing, and would reflect the Co...
Conduct of the Business Prior to the Closing Date. During the ------------------------------------------------- period from the date hereof to the Closing Date, Sellers will operate the Assets and the Business in the usual, regular and ordinary course consistent with past practice and will use all commercially reasonable efforts to (i) preserve intact the Business and preserve the goodwill and relationships with customers, suppliers and others having business dealings with the Business, (ii) maintain the properties, machinery and equipment included in the Assets in sufficient operating condition and repair (subject to retirements in the ordinary course of business consistent with past practice) to enable Buyer to use them as they have been used in conduct of the Business, and (iii) conduct the Business in such manner that the representations and warranties of Sellers contained herein to the extent relating to the Business or the Assets shall be true and correct in all material respects as of the Closing Date as if made on the Closing Date, except for representations and warranties made as of, or in respect of, only a specified date or period, and except to the extent expressly permitted by the next sentence hereof. Without limiting the generality of the foregoing, with respect to the Business, except (i) as contemplated in this Agreement or in Schedule 6.1, (ii) as required by any Legal Requirement or Order or (iii) as otherwise expressly consented to in writing by Buyer prior to the Closing, Sellers will:
Conduct of the Business Prior to the Closing Date. From the Effective Date until the Closing, the Seller Parties will operate the Business only in the ordinary course consistent with prudent industry practice and will use commercially reasonable efforts to preserve its relationship with and the goodwill of its customers, suppliers, employees and other Persons having business dealings in connection with the Business. The Seller Parties will not, without the prior written consent of PEI, which consent will not be unreasonably withheld:
Conduct of the Business Prior to the Closing Date. Seller covenants and agrees with Buyer that between the date hereof and the Closing Date, unless the Buyer otherwise agrees in writing, Seller shall:
Conduct of the Business Prior to the Closing Date. Plaza shall perform all obligations under this Agreement and the Consent Agreement and, both before the Plaza Closing and the Closing, the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents. Except as contemplated by this Agreement, (i) LG shall not sell, pledge, dispose of or otherwise subject to any Encumbrance any shares of capital stock of the Plaza; and (ii) except for actions upon the Plaza Closing necessary to consummate the transactions contemplated by the NEG Acquisition Agreement, the NEG Employee Agreement and the other Related Documents, Plaza shall not do or propose to do, directly or indirectly, any of the following without the prior written consent of AQN not to be unreasonably withheld or delayed:
Conduct of the Business Prior to the Closing Date. Except as contemplated in this Agreement, prior to the Closing, the Company will conduct, and cause its Subsidiaries to conduct, their business (including the Acquired Business) only in the Ordinary Course of Business, and, without limitation of the foregoing (but subject to such exceptions as Purchasers may agree to upon the Company's request therefor, which consent shall not unreasonably be withheld or delayed), will:
