Common use of Conduct of the Company Clause in Contracts

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices and use reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practices, (ii) use reasonable best efforts to maintain the Company Station Licenses and the rights of it, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 4 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Sinclair Broadcast Group Inc)

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Conduct of the Company. (a) From and after the date of this Agreement hereof until the earlier to occur of the Effective Time and or the termination of date, if any, on which this Agreement in accordance is terminated pursuant to Section 7.1 (the “Termination Date”), and except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries, (ii) with Article IXthe prior written consent of Parent (such consent not to be unreasonably conditioned, except withheld or delayed), (iii) as otherwise expressly permitted or may be expressly contemplated or required by this Agreement, (iv) in connection with a Company COVID Action or (v) as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, covenants and agrees that it shall cause each use commercially reasonable efforts to conduct the business of the Company and its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course Ordinary Course of business consistent with past practices Business, and shall use commercially reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practices, (ii) use reasonable best efforts to maintain the Company Station Licenses and the rights of it, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to preserve intact in all material respects their present lines of business, and to maintain their rights, franchises and Company Permits; provided that no action by the Company or its current business organization, ongoing businesses and significant relationships Subsidiaries with third partiesrespect to matters specifically addressed by any provision of Section 5.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality of Notwithstanding the foregoing, from the date of Company and its Subsidiaries shall be permitted to take, and nothing in this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.1 of shall prohibit the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:from taking, any Company COVID Action.

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Ii-Vi Inc), Agreement and Plan of Merger (Coherent Inc), Agreement and Plan of Merger (Lumentum Holdings Inc.)

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices and use commercially reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practices, (ii) use commercially reasonable best efforts to maintain the Company Station Licenses and the rights of it, the Company Sharing Companies and their respective Subsidiaries thereunder and thereunder, (iii) use its commercially reasonable best efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties, and (iv) use commercially reasonable efforts to preserve its relationships with its employees in accordance with the ordinary course of business and consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Tribune Media Co), Agreement and Plan of Merger (Nexstar Media Group, Inc.)

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX except (i) as expressly permitted or expressly contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Letter, (iii) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), (iv) for any actions taken reasonably and in good faith to respond to COVID-19 Measures (provided that, in the case of this clause (iv), the Company shall, to the extent reasonably practicable, provide reasonable advance notice and consult with Parent prior to taking any such actions) or (v) as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice and (B) use its reasonable best efforts to preserve substantially intact its current business organization and maintain existing relations and goodwill with material customers, suppliers, distributors, creditors, lessors, Employees and other material business relations and keep available the services of the Company’s and its Subsidiaries’ present key employees; provided that (x) no action by the Company or any of its Subsidiaries permitted by an exception to any of Section 5.1(a) through (q) will be a breach of this sentence and (y) the Company’s or any of its Subsidiaries’ failure to take any action prohibited by any of Section 5.1(a) through (q) will not be a breach of this sentence. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices and use reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practices, (ii) use reasonable best efforts to maintain the Company Station Licenses and the rights of it, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third parties. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Domtar CORP), Agreement and Plan of Merger (Resolute Forest Products Inc.)

Conduct of the Company. From The Company agrees that between the date of this Agreement until the earlier to occur of and the Effective Time and or the termination of date, if any, on which this Agreement in accordance with Article IXis terminated pursuant to Section 8.01, except as otherwise expressly permitted or expressly contemplated by this Agreement, (a) as set forth in Section 5.1 6.01 of the Company Disclosure LetterSchedule, (b) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.03 and Section 6.04), (c) as required by Applicable Law or (d) as consented to in writing in advance by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable LawParent, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects businesses in the ordinary course of business consistent with past practices and use reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practicespractice, (ii) use commercially reasonable best efforts to maintain preserve materially intact its current business organization and to preserve in all material respects the relationships of the Company Station Licenses and the rights of itits Subsidiaries with its employees, suppliers, licensors, licensees, distributors, wholesalers, lessors and others having business dealings with the Company Sharing Companies and their respective Subsidiaries thereunder and or any of its Subsidiaries, (iii) use its commercially reasonable best efforts to preserve intact keep and maintain the assets and properties of the Company and its Subsidiaries in accordance with past practice, normal wear and tear excepted, and (iv) comply in all material respects its current business organization, ongoing businesses and significant relationships with third partiesApplicable Law. Without limiting the generality of the foregoing, from except (w) as set forth in Section 6.01 of the Company Disclosure Schedule, (x) as expressly required pursuant to or expressly permitted by this Agreement (including Section 6.03 and Section 6.04), (y) as required by Applicable Law, or (z) as consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company agrees that between the date of this Agreement until the earlier to occur of and the Effective Time and or the termination of date, if any, on which this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in is terminated pursuant to Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law8.01, the Company shall not, nor and shall it not permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fiesta Restaurant Group, Inc.)

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as Except (v) for matters set forth in Section 5.1 6.01 of the Company Disclosure Letter, (w) for the taking of any COVID Action (the “COVID Company Exception”), (x) as consented to in writing specifically required or permitted by this Agreement, (y) as required by Applicable Law or (z) with the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), from and after the date of this Agreement and prior to the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices and use reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practices, (ii) use reasonable best efforts to maintain the Company Station Licenses practice and the rights of it, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to (i) preserve intact in all material respects its current present business organization, and ongoing businesses business, (ii) keep available the services of its directors, officers and significant key employees and (iii) maintain satisfactory relationships with third partiesits customers, lenders, suppliers, distributors, and others having material business relationships with it. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as for matters set forth in Section 5.1 6.01 of the Company Disclosure Letter, for the taking of any COVID Action, as consented to in writing specifically required or permitted by this Agreement, as required by Applicable Law or with the prior written consent of Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), between the date of this Agreement and the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kraton Corp)

Conduct of the Company. From Except for matters set forth in Section 6.01 of the Company Disclosure Letter, as expressly permitted or required by this Agreement, as required by Applicable Law or Governmental Authority or with the prior written consent (which may include an electronic transmission) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), from and after the date of this Agreement until hereof and prior to the earlier to occur of the Effective Time and or the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Lawits terms, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices and use reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practicespractice and use its commercially reasonable efforts to (i) preserve intact its present business organization, (ii) use reasonable best efforts to maintain keep available the Company Station Licenses services of its present directors, officers, and the rights of itKey Employees, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use preserve its reasonable best efforts to preserve intact in all material respects its current business organization, ongoing businesses and significant relationships with third partiesits material customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, from except for matters set forth in Section 6.01 of the Company Disclosure Letter, as expressly permitted or required by this Agreement, as required by Applicable Law or with the prior written consent (which may include an electronic transmission) of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), between the date of this Agreement until hereof and the earlier to occur of the Effective Time and or the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreementits terms, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Lawapplicable, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quantenna Communications Inc)

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Conduct of the Company. From the date of this Agreement hereof until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IXTime, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 (i) with the prior written consent of the Company Disclosure Letter, as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as otherwise caused or initiated by Parent, (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 7.01 of the Company Disclosure Schedule or (iv) as required by applicable Applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct use its business in all material respects in the ordinary course of business consistent with past practices and use their reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practicespractice and, (ii) use reasonable best efforts to maintain the Company Station Licenses and the rights of itextent consistent therewith, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to (i) preserve intact in all material respects its current present business organization, ongoing businesses organization and significant (ii) maintain satisfactory relationships with third partiesits customers, lenders, suppliers and others having material business relationships with it; provided that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of this Section 7.01 shall be deemed a breach of this sentence unless such action would constitute a breach of such specific provision. Without limiting the generality of the foregoing, from except (i) with the date prior written consent of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as otherwise caused or initiated by Parent, (ii) as expressly contemplated by this Agreement, (iii) as set forth in Section 7.01 of the Company Disclosure Schedule or (iv) as required by applicable Applicable Law, from the date hereof until the Effective Time, the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (AVX Corp)

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, Except as set forth in Section 5.1 6.01 of the Company Disclosure LetterSchedule, as and except for any actions substantially consistent with the terms of any bids tendered to any potential customer prior to the date of this Agreement, expressly required or permitted by this Agreement, required by Applicable Law or consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), from the date of this Agreement until the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices practice and use reasonable best efforts to cause each of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practices, (ii) use reasonable best efforts to maintain the Company Station Licenses and the rights of it, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to (i) preserve intact in all material respects its current present business organization, ongoing businesses (ii) maintain in effect all of its material foreign, federal, state and significant local licenses, permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its directors, officers and Key Employees (provided, however, that the Company shall not be required to increase the compensation of, or make any other payments not otherwise due to, such persons) and (iv) maintain satisfactory relationships with third partiesits customers, creditors, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, from the date of except as expressly required or permitted by this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or contemplated by this Agreement, as set forth in Section 5.1 6.01 of the Company Disclosure LetterSchedule, as required by Applicable Law or consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), the Company shall not, nor shall it permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Global Industries LTD)

Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and or the termination of this Agreement in accordance with Article IXSection 10.01, except as otherwise set forth in Section 7.01 of the Company Disclosure Schedule, as expressly permitted or expressly contemplated required by this Agreement, as set forth in Section 5.1 required by Applicable Law, or otherwise with the prior written consent of the Company Disclosure Letter, as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), the Company shall, and shall cause each of its Subsidiaries Acquired Company to, (i) conduct its the business in all material respects of the Acquired Companies, taken as a whole, in the ordinary course of business consistent with past practices practice and, to the extent consistent therewith, use its (and cause each Acquired Company to use their) reasonable best efforts to cause each (i) preserve intact the present business organization of the Company Sharing Companies and their respective Subsidiaries to conduct its business in the ordinary course of business consistent with past practicesAcquired Companies, (ii) use reasonable best efforts to maintain in effect all material Permits of the Company Station Licenses and the rights of itAcquired Companies, the Company Sharing Companies and their respective Subsidiaries thereunder and (iii) use its reasonable best efforts to keep available the services of present officers and key employees of the Acquired Companies and (iv) preserve intact in all material respects its current business organizationthe relationships of the Acquired Companies with customers, ongoing businesses suppliers, distributors and significant relationships with third partiesemployees. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and or the termination of this Agreement in accordance with Article IXSection 10.01, except as otherwise set forth in Section 7.01 of the Company Disclosure Schedule, as expressly permitted or contemplated required by this Agreement, as set forth in Section 5.1 required by Applicable Law, or otherwise with the prior written consent of the Company Disclosure Letter, as consented to in writing by Parent (such which consent shall not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law), the Company shall not, nor and shall it permit any cause each of its Subsidiaries the other Acquired Companies not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Priceline Group Inc.)

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