Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:
Appears in 4 contracts
Samples: Voting Agreement (Newhouse Broadcasting Corp), Agreement and Plan of Merger (Scripps Networks Interactive, Inc.), Agreement and Plan of Merger (Discovery Communications, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the First Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it (including material content providers, studios, authors, producers, directors, actors, performers, guilds, announcers and advertisers) and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the First Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:
Appears in 4 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (At&t Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned)), and except as (1) required by applicable Law, (2) otherwise expressly required permitted by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)as required by a Governmental Entity or applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business and, to the extent consistent with past practice and each of the foregoing, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact and organizations substantially intact, maintain the existing relations and goodwill satisfactory relationships with Governmental Entities, customersNERC, suppliersPJM, distributors, licensors, creditors, lessors, employees customers and business associates and others suppliers having material significant business dealings with it them and keep available the services of their key employees; provided, however, that no action taken by the Company and or its Subsidiaries’ present employees and agentsSubsidiaries with respect to matters specifically addressed by clauses (i)-(xx) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality of, and in In furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (A) as required otherwise expressly permitted by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed is required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Exelon Corp), Agreement and Plan of Merger (Potomac Electric Power Co), Agreement and Plan of Merger (Potomac Electric Power Co)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (2a) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) the business of the Company Disclosure Letter)and its Subsidiaries shall be conducted in the ordinary and usual course, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization organizations and assets intact and maintain the its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental EntitiesAuthorities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of, of and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (A) as otherwise expressly required by applicable this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) 5.01 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementSchedule, the Company shall not and will shall not permit any of its Subsidiaries to:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (CU Bancorp), Agreement and Plan of Merger (Pacwest Bancorp), Agreement and Plan of Merger (Pacwest Bancorp)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except Except as (1x) required by applicable Law, (2y) otherwise expressly required by this Agreement or (3z) otherwise expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter, the Company covenants and agrees that, after the date hereof and until the earlier of the Effective Time or the termination of this Agreement in accordance with its terms (unless Buyer shall otherwise approve in writing, such approval not to be unreasonably withheld, delayed or conditioned), the Company shall, and shall use its reasonable best efforts to conduct its business and the business of cause its Subsidiaries to, conduct their business in the ordinary course of business consistent with past practice and each of in compliance with all applicable Laws and, to the Company and its Subsidiaries extent consistent therewith, it shall, subject and shall cause its Subsidiaries, to compliance with the specific matters set forth below, use their respective reasonable best efforts to preserve its their material business organization organizations intact and maintain the in all material respects existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with its terms, except as (A) as required by applicable LawLaw or as contemplated by the Scheme Document Annex, (B) as Parent otherwise expressly required by this Agreement, (C) Buyer may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayed), (Cconditioned) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for set forth in this AgreementSection 6.1 of the Company Disclosure Letter, the Company shall will not and will not permit any of cause its Subsidiaries not to:
Appears in 3 contracts
Samples: Conduct Agreement, Conduct Agreement (ARRIS International PLC), Conduct Agreement (CommScope Holding Company, Inc.)
Interim Operations. (a) The Each of the Company and EFIH covenants and agrees as to itself and each of its Subsidiaries (other than the Oncor Entities, subject to Section 6.23), and any entities that are to be, and actually are, contributed to Reorganized TCEH pursuant to the Plan of Reorganization) that, from and after except (i) as otherwise specifically permitted by the execution provisions of this Agreement and prior to the Effective Time Agreement, (unless ii) as Parent shall otherwise may approve in writingwriting (such approval, which approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), and except (iii) as (1) is required by any applicable LawLaw or any Order (as defined below) of any Governmental Entity, (2iv) expressly required by this Agreement or (3) otherwise expressly disclosed as set forth in Section 6.1(a) of the Company Disclosure Letter), (v) as required by the Company Bankruptcy Court or the Bankruptcy Code, and (vi) as required pursuant to the Plan of Reorganization, in each case after the date hereof and prior to the earlier of the Termination Date (as defined below) and the First Closing Date, (w) the businesses of the Company, EFIH and their respective Subsidiaries (other than the Oncor Entities, subject to Section 6.23) shall be conducted in the ordinary course of business in all material respects and in accordance with the Bankruptcy Code and the Orders of the Bankruptcy Court and (x) each of the Company, EFIH and their respective Subsidiaries (other than the Oncor Entities, subject to Section 6.23) shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve intact its business organization intact and maintain the existing relations and goodwill relationships with Governmental Entitiesemployees, customers, suppliers, distributors, licensors, creditors, lessors, employees suppliers and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsGovernmental Entities. Without limiting the generality ofof the preceding provisions of this Section 6.1(a), and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement until the earlier of the Termination Date and prior to the Effective TimeFirst Closing Date, except (A) as required otherwise specifically permitted by applicable Lawthe provisions of this Agreement, (B) as Parent may approve in writing (such approval approval, not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed is required by any applicable Law or any Order of any Governmental Entity, (D) as set forth in Section 6.1(a) of the Company Disclosure Letter Letter, (E) as required by the Bankruptcy Court or the Bankruptcy Code, or (DF) as expressly provided for in this Agreementrequired pursuant to the Plan of Reorganization, each of the Company shall and EFIH will not and will not permit any of its respective Subsidiaries (other than the Oncor Entities, subject to Section 6.23, and any entities that are to be, and actually are, contributed to Reorganized TCEH pursuant to the Plan of Reorganization) to:
Appears in 2 contracts
Samples: Purchase Agreement and Agreement and Plan of Merger (Ovation Acquisition I, L.L.C.), Purchase Agreement and Agreement and Plan of Merger (Energy Future Competitive Holdings Co LLC)
Interim Operations. (a) The From the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with its terms, the Company covenants and agrees as to itself and its Subsidiaries thatthat it will use its commercially reasonable efforts, from and after the execution date of this Agreement and prior to until the Effective Time (Time, unless Parent shall otherwise approve in writing, which approval to cause the business of it and its Subsidiaries to be conducted, in all material respects, in the ordinary and usual course consistent with past practice and, to the extent consistent therewith, it and its Subsidiaries shall not be unreasonably withhelduse their respective commercially reasonable efforts to (a) preserve their business organizations, conditioned or delayed, assets and except as (1) required by applicable Lawlines of business intact, (2b) expressly required by this Agreement or (3) otherwise expressly disclosed maintain in Section 6.1(a) effect all of their foreign, federal, state and local licenses, permits, consents, franchises, approvals and authorizations that are material to the Company Disclosure Letter)and its Subsidiaries, taken as a whole, (c) maintain all leases and all personal property (reasonable wear and tear excepted) that are material to the Company shall use and its reasonable best efforts Subsidiaries, taken as a whole, used by the Company and its Subsidiaries and necessary to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice (but with no obligation to renew or extend any lease or to otherwise exercise any rights or options it may have under any lease, including but not limited to rights to purchase or increase or decrease its current properties) and each of the Company (d) maintain in all material respects its and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the their existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with its terms, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)writing, (C) as expressly disclosed required by applicable Laws or definitive interpretations thereof or by any Governmental Entity, or (D) as set forth in Section 6.1(a4.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall not will not, and will not permit any of its Subsidiaries Subsidiaries, to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Con-Way Inc.), Agreement and Plan of Merger (XPO Logistics, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, writing (which such approval shall not be unreasonably withheld, conditioned or delayed), and except (i) as otherwise expressly contemplated by this Agreement), (1ii) as required by applicable Law, Laws and (2iii) expressly required by this Agreement or (3) otherwise expressly disclosed as set forth in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shalltaken as a whole (the “Business”) shall be conducted in the ordinary and usual course consistent with past practice in all material respects and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve their collective business organizations intact, maintain their material Licenses that are integral to the operation of the Business as currently conducted and keep available the services of its business organization intact and maintain its Subsidiaries’ present employees and agents who are integral to the operation of the Businesses as currently conducted and use commercially reasonable efforts to maintain, in all material respects, existing relations and goodwill with Governmental Entities, customers, suppliers, distributorsdistributors and employees whom, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available in the services reasonable discretion of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality ofCompany, and are currently engaged in furtherance of, the foregoing, relationships with the Company covenants and agrees as to itself and and/or its Subsidiaries thatthat are integral to the operation of the Business as currently conducted; provided, from and after however, that any action which the date Company and/or its Subsidiaries is permitted to take pursuant to Section 6.1(b) in accordance with the terms thereof shall not be deemed to be a breach of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Priceline Com Inc), Agreement and Plan of Merger (KAYAK Software Corp)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time (Time, unless Parent shall otherwise approve in writing, which approval shall consent (such consent not to be unreasonably withheld, conditioned withheld or delayed), and except as otherwise expressly contemplated by this Agreement (1including that the Company and its Subsidiaries will not be required to act in a manner inconsistent with any representation, warranty, agreement, covenant, condition or other provision of this Agreement) or required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted, subject to compliance in all material respects, in the ordinary course consistent with past practice, and the specific matters set forth belowCompany and its Subsidiaries, at their expense, shall use their respective reasonable best efforts to preserve its their business organization intact and organizations intact, maintain the existing satisfactory relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessorslenders, employees and business associates distributors and others having other Persons with whom they have material business dealings with it relations and keep available the services of the Company their key officers and its Subsidiaries’ present employees and agentsemployees. Without limiting the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (Ax) as required otherwise contemplated or specifically permitted by applicable Lawthis Agreement, (By) as Parent may approve in writing consent (such approval consent not to be unreasonably withheld, conditioned withheld or delayed), ) or (Cz) as expressly disclosed set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Ust Inc), Agreement and Plan of Merger (Altria Group, Inc.)
Interim Operations. (a) The Company Each of the Partnership and Parent covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent or the Partnership, as applicable, shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as (1) otherwise expressly contemplated by this Agreement, as provided in any Contract in effect as of the date of this Agreement, or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of and in furtherance of, of the foregoing, from the Company covenants and agrees date of this Agreement until the Effective Time, except as to itself and its Subsidiaries thatotherwise expressly: (i) contemplated by this Agreement; (ii) contemplated by any Contract entered into prior to, from and concurrently with or after the date of this Agreement and prior by Parent with respect to the Effective TimeOther Parent Transactions (as such Contract may be amended, except supplemented or otherwise modified from time to time); (Aiii) as required by applicable LawLaw or the terms of any Contract in effect on the date of this Agreement, (Biv) as Parent may approve approved in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed), ) by the other Party; or (Cv) as expressly disclosed set forth in the corresponding subsection of Section 6.1(a) 8.1 of the Company Partnership Disclosure Letter Letter, as it relates to the Partnership and its Subsidiaries, or (D) on Section 8.1 of the Parent Disclosure Letter, as expressly provided for in this Agreementit relates to Parent and its Subsidiaries, the Company each Party, on its own account, shall not and will shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enbridge Inc), Agreement and Plan of Merger (Enbridge Energy Partners Lp)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to until the Effective Time (Time, unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned withheld or delayed), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) as required by Law or Contracts existing as of the Company Disclosure Letter)date of this Agreement, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted only in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts efforts, when in the best interests of the Company and its Subsidiaries, to preserve its their business organization organizations intact and maintain the their existing relations and goodwill with Governmental EntitiesEntities with jurisdiction over health-care related matters, customers, manufacturers (which shall not include the payment of additional money or concessions other than pursuant to existing contractual terms), suppliers, distributors, licensors, creditors, lessors, lessors and employees and business associates and others having material business dealings with it and keep available the services of the present employees and agents of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective Time, except (Ai) as otherwise expressly contemplated by this Agreement or as required by applicable LawContracts existing as of the date of this Agreement, (Bii) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (Ciii) as expressly disclosed set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Medco Health Solutions Inc), Agreement and Plan of Merger (Accredo Health Inc)
Interim Operations. (a) The Company covenants and agrees Parent, each covenant and agree as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent or the Company, as applicable, shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)), its business and its Subsidiaries’ businesses shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present officers, employees and agents, except as (i) otherwise expressly contemplated or required by this Agreement, (Cii) as expressly disclosed in required by applicable Law or (iii) set forth on Section 6.1(a) of the Company Disclosure Letter Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except as (A) expressly contemplated or required by this Agreement, (B) required by applicable Law, (C) required by any Benefit Plan or collective bargaining agreement, (D) as expressly provided for approved in this Agreement, writing by the Company shall or Parent (as applicable) (such approval not to be unreasonably withheld, conditioned or delayed, in the case of Parent’s approval, with respect to Section 6.1(a)(iv), (vi), (x), (xi), (xii), (xvi), (xvii), (xiv), (xx) or (xxi), and in the case of the Company’s approval, with respect to Section 6.1(a)(iv), (vi), (vii), (x), (xi), (xii), (xix), (xx) or (xxi)) or (E) set forth on Section 6.1(a) of the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, will not and will not permit any of cause its Subsidiaries not to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Destination Maternity Corp), Agreement and Plan of Merger
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and until the earlier of the termination of this Agreement and prior pursuant to its terms or the Effective Time (unless Parent Buyer shall otherwise approve in writingapprove, which such approval shall not to be unreasonably withheldwithheld if the request relates to any matters other than those described in clauses (i), conditioned (iii), (iv), (x), (xi), or delayed(xv) below), except as otherwise expressly contemplated by this Agreement and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary course consistent with past practices and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, material customers, suppliers, distributors, licensors, creditors, lessors, key employees and business associates and others having material business dealings with it and keep available the services of the Company its and its Subsidiaries’ present employees key employees, to maintain all of its material operating assets in their current condition (normal wear and agentstear excepted) and to maintain and preserve its business organization and its material rights and franchises. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except (A1) as otherwise expressly required by this Agreement, (2) upon at least twenty-four hours prior written notice delivered to Buyer (if feasible), as may be required by applicable LawLaws (including the rules of NASDAQ), (B3) as Parent Buyer may approve in writing (approve, such approval not to be unreasonably withheld, conditioned or delayedwithheld if the request relates to any matters other than those matters described in clauses (i), (Ciii), (iv), (x), (xi), or (xv) below, or (4) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (NCR Corp), Agreement and Plan of Merger (Radiant Systems Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to until the earlier of the Gulf Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by the termination of this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)pursuant to Article VIII, the Company shall, and shall use its reasonable best efforts to conduct its business and the business cause each of its Subsidiaries to, conduct their respective businesses in the ordinary course of business Ordinary Course and, to the extent consistent with past practice therewith, the Company shall, and shall cause each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth belowto, use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees and business associates and others having material significant business dealings with it them and keep available the services of the Company its and its Subsidiaries’ present officers, employees and agents. Without limiting the generality of, and except, in furtherance ofeach case, the foregoingas otherwise expressly contemplated by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, or otherwise approved in writing by Parent (which approval shall not be unreasonably withheld, conditioned or delayed). Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the earlier of the Gulf Effective Time and the termination of this Agreement pursuant to Article VIII, except as otherwise expressly (A) contemplated by this Agreement, (B) required by applicable Law, (C) as Parent may approve approved in writing by Parent (such which approval shall not to be unreasonably withheld, conditioned or delayed), (CD) as expressly disclosed required under any Material Contract or (E) set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall not and will not permit any of shall cause its Subsidiaries not to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Golden Nugget Online Gaming, Inc.), Agreement and Plan of Merger (DraftKings Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, content providers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (CB) as expressly disclosed in Section 6.1(a) or (d) of the Company Disclosure Letter or (DC) as expressly provided for in this the Employee Matters Agreement, the Company shall not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (At&t Inc.), Agreement and Plan of Merger (Directv)
Interim Operations. (a) The Each of the Company and Parent covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent or the Company, as applicable, shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as (1) otherwise expressly contemplated by this Agreement, as provided in any Contract in effect as of the date of this Agreement, or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of and in furtherance of, of the foregoing, from the Company covenants and agrees date of this Agreement until the Effective Time, except as to itself and its Subsidiaries thatotherwise expressly: (i) contemplated by this Agreement; (ii) contemplated by any Contract entered into prior to, from and concurrently with or after the date of this Agreement and prior by Parent with respect to the Effective TimeOther Parent Transactions (as such Contract may be amended, except supplemented or otherwise modified from time to time); (Aiii) as required by applicable LawLaw or the terms of any Contract in effect on the date of this Agreement, (Biv) as Parent may approve approved in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed), ) by the other Party; or (Cv) as expressly disclosed set forth in the corresponding subsection of Section 6.1(a) 7.1 of the Company Disclosure Letter or (D) Letter, as expressly provided for in this Agreement, it relates to the Company and its Subsidiaries, or on Section 7.1 of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, shall not and will shall not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Enbridge Inc), Agreement and Plan of Merger (Enbridge Energy Management L L C)
Interim Operations. (a) The Company covenants Unless theglobe otherwise agrees in writing and agrees except as to itself and its Subsidiaries thatotherwise expressly contemplated by this Agreement, from and after between the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writingClosing, which approval shall not be unreasonably withheld, conditioned or delayedthe Company shall, and except as (1) required by applicable Lawthe Sellers shall cause the Company and the Subsidiary to, (2i) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) conduct the business of the Company Disclosure Letter), and the Company shall Subsidiary only in the ordinary course and consistent with past practice; (ii) use its reasonable best efforts to conduct its business preserve and maintain their assets and properties and the current relationships of the Company and the Subsidiary with their respective customers, suppliers, advertisers, distributors, agents, officers and Employees and other Persons with which the Company and the Subsidiary have significant business relationships; (iii) use reasonable best efforts to maintain all of its Subsidiaries the material assets owned or used by the Company and the Subsidiary in the ordinary course of business consistent with past practice practice; (iv) continue capital expenditures substantially in accordance with the timing and each amounts forecast for capital expenditures as set forth in the schedule of capital expenditures previously provided by the Company to theglobe; (v) maintain insurance in full force and its Subsidiaries shalleffect substantially comparable in amount, subject scope and coverage to compliance with that in effect on the specific matters set forth below, date of this Agreement; (vi) use reasonable best efforts to preserve its the goodwill and ongoing operations of the business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees the Subsidiary; (vii) maintain the books and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) records of the Company Disclosure Letter or and the Subsidiary in the usual, regular and ordinary manner, on a basis consistent with past practice; (Dviii) as expressly provided for perform and comply in this Agreement, the Company shall not all material respects with its Commitments; and will not permit any of its Subsidiaries to:(ix) comply in all material respects with applicable Laws.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Theglobe Com Inc), Agreement and Plan of Merger (Theglobe Com Inc)
Interim Operations. (a) The Company Debtor covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time Closing, except (unless i) as otherwise expressly required or contemplated by this Agreement, (ii) as Parent shall otherwise may approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned or delayed), and except (iii) as (1) otherwise required by applicable Law, (2) expressly required by this Agreement Laws or (3iv) otherwise expressly disclosed as set forth in Section 6.1(a) 4.1 of the Company Debtor Disclosure Letter), the Company Business shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries be conducted in the ordinary and usual course of business and, to the extent consistent with past practice and each of therewith, the Company Debtor and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact organizations intact, preserve governmental licenses, permits, consents, approvals, authorizations and qualifications and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it associates, and keep available the services of the Company its and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective TimeClosing, except (Ai) as otherwise expressly required or contemplated by applicable Lawthis Agreement, (Bii) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (Ciii) as expressly disclosed otherwise required by applicable Laws or (iv) as set forth in Section 6.1(a) 4.1 of the Company Debtor Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall Debtor will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Plan Sponsor Agreement, Plan Sponsor Agreement (Quality Care Properties, Inc.)
Interim Operations. (a) The Company covenants and agrees Except as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) Law or as expressly required provided by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoingAgreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Acceptance Time, the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary and usual course and it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve the material components of their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, clients, suppliers, licensees, licensors, partners, creditors and lessors, key employees and independent contractors, material service providers, agents and business associates and other Persons with which it or any of its Subsidiaries has significant business relations and keep available the services of its and its Subsidiaries’ present officers and key employees and independent contractors; provided, however, that the Company and its Subsidiaries shall be under no obligation to and shall not, without Parent’s prior written consent, put in place any new retention programs or include additional personnel in any existing retention programs. Without limiting the generality of the immediately preceding sentence, from the date of this Agreement until the Acceptance Time, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as with the prior written consent of Parent may approve in writing (such approval which consent shall not to be unreasonably withheld, conditioned or delayed), ) or (C) as expressly disclosed in set forth on Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementSchedule, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (National Holdings Corp), Agreement and Plan of Merger (Fortress Biotech, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior until the earlier to occur of the termination of this Agreement pursuant to Article VII and the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) otherwise expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letterand except as required by applicable Laws), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course consistent with past practice and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use their respective reasonable best efforts to (i) preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entitiesmembers, lenders, licensors, licensees, customers, suppliers, distributors, licensors, creditors, lessors, employees employees, labor organizations and similar organizations and other business associates relationships they may have, (ii) timely renew existing customer supply agreements consistent with past practice and others having material business dealings enter into supply agreements with it and new customers in the ordinary course of business, (iii) keep available the services of the Company its and its Subsidiaries’ present employees and agents, (iv) maintain normal levels of net working capital, and (v) maintain in effect Licenses issued or granted by a Governmental Entity. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VII and prior to the Effective Time, except (A) as otherwise expressly required by this Agreement and except as required by applicable LawLaws, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) 5.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Unified Grocers, Inc.), Agreement and Plan of Merger (Supervalu Inc)
Interim Operations. For the period from the Effective Date until the Closing Date, Seller and Existing Operator shall (aand they shall use commercially reasonable efforts to cause Manager to) The Company covenants use commercially reasonable efforts to operate, maintain and agrees as to itself manage the Facilities and its Subsidiaries the remainder of the Property in the ordinary course consistent with past practice; provided, however, that, from except as Purchaser in its sole discretion otherwise approves, in advance, in writing, or as otherwise expressly required hereunder, Seller and after Existing Operator shall (and they shall use commercially reasonable efforts to cause Manager to): (i) operate, maintain and manage the execution Facilities and the remainder of this Agreement the Property in a manner consistent with all Laws; (ii) maintain the Property in good order and condition (normal wear and tear excepted) to the extent required to operate the Facilities consistent with past practices and in material compliance with all Laws; (iii) materially comply with all Laws with respect to the Property and the operation of the Facilities; (iv) timely pay all payments due on or before the Closing Date under, and otherwise maintain and comply with, all Material Contracts and all Resident Agreements; (v) keep in full force and effect (and renew as applicable) present insurance policies through the Closing Date; (vi) maintain in good standing all material Permits; (vi) not enter into any contracts, agreements or leases (or amendments thereto) which would have had to be disclosed on any scheduled hereto had they been in effect prior to the Effective Time Date; and (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and viii) except as (1) required by applicable Lawexpressly permitted hereunder, (2) expressly required by this Agreement not take any action that would cause any of the changes, events or (3) otherwise expressly disclosed conditions described in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:6.1.26 hereto.
Appears in 2 contracts
Samples: Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.), Purchase and Sale Agreement (Griffin-American Healthcare REIT IV, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the Effective Time the business of the Company and its Subsidiaries shall be conducted in the ordinary and usual course and, to the extent consistent therewith, the Company and its Subsidiaries shall use their commercially reasonable efforts to preserve their respective business organizations intact and to maintain their existing relations and goodwill with customers, suppliers, regulators, distributors, creditors, lessors, employees and business associates (unless Parent shall otherwise approve in writing, writing (which approval shall will not be unreasonably withheld, conditioned withheld or delayed)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company except as required by applicable Law and except that this sentence shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each not prohibit actions or omissions that would be prohibited by clauses (i) through (xv) of the Company following sentence but are not so prohibited because they are within the applicable exceptions and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services permissions of the Company and its Subsidiaries’ present employees and agentssuch clauses or are approved by Parent in writing as provided therein. Without limiting the generality of, and in furtherance of, the foregoingIn addition, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed)), (C) except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) Letter, and except as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries torequired by applicable Law:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Equifax Inc), Agreement and Plan of Merger (Talx Corp)
Interim Operations. (a) The Company Debtor covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time Closing, except (unless Parent shall i) as otherwise expressly required or contemplated by this Agreement or the Original Plan Sponsor Agreement, (ii) as QCP and ProMedica may approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned or delayed), and except (iii) as (1) otherwise required by applicable Law, (2) expressly required by this Agreement Laws or (3iv) otherwise expressly disclosed as set forth in Section 6.1(a) 4.1 of the Company Debtor Disclosure Letter), the Company Business shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries be conducted in the ordinary and usual course of business and, to the extent consistent with past practice and each of therewith, the Company Debtor and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact organizations intact, preserve governmental licenses, permits, consents, approvals, authorizations and qualifications and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it associates, and keep available the services of the Company its and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective TimeClosing, except (Ai) as otherwise expressly required or contemplated by applicable Lawthis Agreement or the Original Plan Sponsor Agreement, (Bii) as Parent QCP and ProMedica may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (Ciii) as expressly disclosed otherwise required by applicable Laws or (iv) as set forth in Section 6.1(a) 4.1 of the Company Debtor Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall Debtor will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Plan Sponsor Agreement, Alternative Plan Sponsor Agreement (Quality Care Properties, Inc.)
Interim Operations. (a) The Except as otherwise expressly (A) required by this Agreement, (B) required by applicable Law, (C) approved in writing by Parent or (D) set forth on Section 6.1(a) of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)), the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in the ordinary and usual course of business and, to the extent consistent with past practice and each of the Company therewith, it and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, SROs, customers, clearing brokers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees employees, independent contractors and business associates and others having material business dealings with it and keep available the services of the Company its and its Subsidiaries’ present employees officers, employees, independent contractors and agents, except as required by applicable Laws. Without limiting the generality of, of and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except as otherwise expressly (A) as required by this Agreement, (B) required by applicable Law, (BC) as Parent may approve approved in writing (such approval not to be unreasonably withheld, conditioned or delayed), ) by Parent or (CD) as expressly disclosed in set forth on Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (B. Riley Financial, Inc.), Agreement and Plan of Merger (FBR & Co.)
Interim Operations. (a) The Company covenants and agrees Parent, each covenant and agree as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent or the Company, as applicable, shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed)), its business and its Subsidiaries’ businesses shall be conducted in the ordinary and usual course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees and business associates and keep available the services of its and its Subsidiaries’ present officers, employees and agents, except as (1) otherwise expressly contemplated or required by this Agreement, (C2) as expressly disclosed in required by applicable Law or (3) set forth on Section 6.1(a) of the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except as (A) required or expressly contemplated by this Agreement, (B) other than (I) with respect to the restrictions set forth in Sections 6.1(a)(i), 6.1(a)(ii), 6.1(a)(iv), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix), 6.1(a)(x) and 6.1(a)(xi) in each case with respect to the Company and (II) with respect to Section 6.1(a)(vii) with respect to Spectra Energy Partners, LP, as contemplated by the Company CapEx Plan, or as may be necessary to execute capital projects consistent with the Company CapEx Plan, or required by the terms of any Material Contract set forth on Section 4.2(t) of the Company Disclosure Letter or any Material Contract filed as an exhibit to the Company’s Reports as of the date hereof, in each case as it relates to the Company and its Subsidiaries, (C) other than (I) with respect to the restrictions set forth in Sections 6.1(a)(i), 6.1(a)(ii), 6.1(a)(iv), 6.1(a)(vii), 6.1(a)(viii), 6.1(a)(ix), 6.1(a)(x) and 6.1(a)(xi) in each case with respect to Parent and (II) with respect to Section 6.1(a)(vii) with respect to Enbridge Income Fund, Enbridge Energy Partners, L.P. and Midcoast Energy Partners, L.P., as contemplated by the Parent CapEx Plan, or as may be necessary to execute capital projects consistent with the Parent CapEx Plan, or required by the terms of any Material Contract set forth on Section 4.2(t) of the Parent Disclosure Letter or any Material Contract filed as an exhibit to Parent’s Reports as of the date hereof, in each case as it relates to Parent and its Subsidiaries, (D) required by applicable Law, (E) required by any Benefit Plan or collective bargaining agreement, (F) as expressly provided for approved in this Agreement, writing by the Company shall or Parent (as applicable) (such approval not to be unreasonably withheld, conditioned or delayed) or (G) set forth on Section 6.1(a) of the Company Disclosure Letter, as it relates to the Company and its Subsidiaries, or on Section 6.1(a) of the Parent Disclosure Letter, as it relates to Parent and its Subsidiaries, each Party, on its own account, will not and will not permit any of cause its Subsidiaries not to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Spectra Energy Corp.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company’s existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and others having material business dealings except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, XX.xxx or any of their respective Subsidiaries. For the avoidance of doubt, any reference in this Section 6.1(a) to an aggregate amount with it and keep available the services of respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):
Appears in 1 contract
Samples: Agreement and Plan of Merger
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after From the execution date of this Agreement and prior until the Closing or the earlier termination of this Agreement in accordance with its terms, except (w) as set forth in Section 5.1(a) of the Disclosure Schedules, (x) as otherwise expressly contemplated or required by this Agreement (including compliance with Section 5.21), (y) as consented to the Effective Time in writing by Buyer (unless Parent shall otherwise approve in writing, which approval consent shall not be unreasonably withheld, conditioned delayed or delayed, and except conditioned) or (z) as (1) required by applicable Law, (2) expressly required Order, a Governmental Entity or by this Agreement or (3) otherwise expressly disclosed any Company Plan in Section 6.1(a) effect as of the date of this Agreement, Seller shall cause the Company Disclosure Letter)to, and the Company shall, and Seller and the Company shall use its reasonable best efforts cause the Company’s Subsidiaries to (1) conduct its business and the business of its Subsidiaries their respective businesses in the ordinary course of business consistent with past practice (it being understood that compliance by the Company or its applicable Subsidiary with the terms of a Company Material Contract listed in Section 2.17(a) of the Disclosure Schedules and each made available to Buyer prior to the date hereof shall not constitute a failure to comply with the obligations set forth in this clause (1)) and (2) use reasonable best efforts to preserve intact the present business organizations and lines of businesses of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact in all material respects and maintain the existing relations and goodwill material relationships with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees distributors and business associates customers and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting Notwithstanding the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior subject to the Effective Time, except immediately preceding sentence (A) as required by applicable Law, including the exceptions set forth in clauses (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayedw), (Cx), (y) as expressly disclosed in Section 6.1(aand (z) of the Company Disclosure Letter or (D) as expressly provided for in this Agreementthereof), the Company shall not (and will not permit any of shall cause its Subsidiaries not to:):
Appears in 1 contract
Samples: Stock Purchase Agreement (3m Co)
Interim Operations. (a) The Company covenants and agrees as to itself that it will, and will cause its Subsidiaries thatto, from and after the execution date hereof and prior to the earlier of the termination of this Agreement and prior to or the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1otherwise required by this Agreement) and except as required by applicable LawLaws, conduct its and its Subsidiaries' business in the ordinary course consistent with past practice (2including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and reserving guidelines, practices, principles, methods and policies) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and their existing relationships with customers, suppliers, Agents, creditors, lessors, officers, employees, business associates and others with whom business relationships exist, and keep available the services of its and its Subsidiaries' present employees. Parent, Merger Sub and the Company Disclosure Letter), acknowledge and agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and timetable as presented to Parent, shall use its reasonable best efforts be deemed to conduct its business and the business of its Subsidiaries be taken in the ordinary course of business consistent with past practice and each for purposes of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsthis Agreement. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective Time, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) Schedule 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (American International Group Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the earlier of the Merger 1 Effective Time, except (A) as required by applicable LawTime and the termination of this Agreement in accordance with its terms, (Bw) as unless Parent may approve shall otherwise consent in writing (such approval consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), (Cx) except as otherwise expressly disclosed permitted by this Agreement, (y) except as required by applicable Laws, or (z) except as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter or Letter, the business of it and its Subsidiaries shall be conducted in the Ordinary Course of Business, and, to the extent consistent therewith, it shall, and it shall cause its Subsidiaries to, use its and their respective commercially reasonable efforts to preserve their business organizations, preserve their assets and properties in good repair and condition and preserve their relationships with those persons having significant business dealings with them to the end that their good will and ongoing businesses shall be unimpaired at the Closing. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the earlier of the Merger 1 Effective Time and the termination of this Agreement in accordance with its terms, except (DX) as otherwise expressly provided for in permitted by this Agreement, (Y) as Parent may consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), or (Z) as set forth in Section 5.1(a) of the Company shall Disclosure Letter, it will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Greenlane Holdings, Inc.)
Interim Operations. (a) The Company covenants From the date hereof and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to until the Effective Time or earlier termination of this Agreement, except (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except w) as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed set forth in Section 6.1(a) of the Company Disclosure Letter, (x) as otherwise expressly contemplated or permitted by this Agreement, (y) to the extent consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that Parent shall have the right to withhold its consent for any reason or no reason if its consent is sought for purposes of clauses (i), (ii), (iii), (iv), (v), (xi), (xii), (xiii), (xv) or (xvi) or clause (xviii) (but only as it relates to any of the foregoing clauses) or (z) as required by applicable Law, the Company shall, and shall use cause its reasonable best efforts to conduct its business and Subsidiaries to, cause the business of it and its Subsidiaries to be conducted in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries it shall, subject and shall cause its Subsidiaries, to compliance with the specific matters set forth below, use their respective commercially reasonable best efforts to preserve its their business organization organizations and real property intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates (it being understood and others having material agreed that adverse changes in the Company’s business, real property and existing relations and goodwill that result from or are caused by the announcement of the transaction, the identity of Parent or its affiliates and the plans of Parent with respect to operating the Company that have been disclosed to the public or to employees, suppliers, customers, distributors or business dealings with it and keep available the services associates of the Company and shall not constitute, or be taken into account in determining whether there has been, a breach by the Company of its Subsidiaries’ present employees and agentsobligation under this Section 6.1). Without limiting Notwithstanding the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior subject to the Effective Time, except exceptions set forth in clauses (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayedw), (Cx), (y) as expressly disclosed in Section 6.1(aand (z) of the Company Disclosure Letter or (D) as expressly provided for in this Agreementimmediately preceding sentence, the Company shall not not, and will not permit any of shall cause its Subsidiaries not to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Matrixx Initiatives Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company's existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and others having material business dealings except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoxxxxxx of doubt, any reference in this Section 6.1(a) to an aggregate amount with it and keep available the services of respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayedshall, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business cause each of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatto, from and after the date of this Agreement and prior to until the earlier of the Effective TimeTime and the termination of this Agreement in accordance with Article IX (the “Interim Period”), except (A) as required by applicable Law, (B1) as Parent may shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C2) as otherwise expressly disclosed contemplated or required by this Agreement, (3) as required by applicable Law, (4) as set forth in Section 6.1(a7.1(a) of the Company Disclosure Letter or (D5) for commercially reasonable actions as reasonably required to comply with or implement COVID-19 Measures, conduct its business in the Ordinary Course of Business and use and cause each of its Subsidiaries to use their respective reasonable best efforts to conduct its business in accordance with applicable Law and maintain its and its Subsidiaries’ business and assets and relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates. Without limiting the generality of and in furtherance of the foregoing sentence, during the Interim Period, except (I) as otherwise expressly provided for in contemplated or required by this Agreement, (II) as required by applicable Law, (III) as approved in writing by Parent (such approval not to be unreasonably withheld, conditioned or delayed, except that Parent may withhold, condition or delay approval of actions contemplated by Section 7.1(a)(iii) or Section 7.1(a)(iv) in Parent’s sole discretion), (IV) as set forth in Section 7.1(a) of the Company Disclosure Letter or (V) for commercially reasonable actions in deviation of the prohibitions set forth in clauses (xii) (Material Contracts) (other than with respect to the Contracts described in the proviso thereto) or (xvii) (Compensation) below to the extent reasonably required to comply with or implement COVID-19 Measures, the Company shall not and will not permit any of shall cause its Subsidiaries not to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Change Healthcare Inc.)
Interim Operations. (a) The Company Each of the Partnership and Parent covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent or the Partnership, as applicable, shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as (1) otherwise expressly contemplated by this Agreement, as provided in any Contract in effect as of the date of this Agreement, or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course provided, subject that this Section 7.1(a) shall not prohibit the Parties and their respective Subsidiaries from taking commercially reasonable actions outside of the Ordinary Course in response to compliance with changes or developments resulting from the specific matters set forth belowCOVID-19 pandemic, and to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except as otherwise expressly: (Aa) as contemplated by this Agreement; (b) required by applicable LawLaw or the terms of any Partnership Material Contract or Parent Material Contract, as applicable; (Bc) as Parent may approve approved in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed)) by the other Party; or (d) set forth in the corresponding subsection of Section 7.1 of the Partnership Disclosure Letter, (C) as expressly disclosed it relates to the Partnership and its Subsidiaries, or in Section 6.1(a) 7.1 of the Company Parent Disclosure Letter or (D) Letter, as expressly provided for in this Agreementit relates to Parent and its Subsidiaries, the Company each Party, on its own account, shall not and will shall not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, During the period from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective TimeClosing Date, each of Parent, on the one hand, and the Company, on the other hand (each of Parent and the Company being referred to as a “Covenanting Party” for purposes of this Section 5.1), except with the other Covenanting Party’s prior written consent (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), as specifically required by this Agreement or as required by applicable Law, shall, and shall cause each of their respective Subsidiaries to, carry on its business in the ordinary course consistent with past practice and, to the extent consistent with the foregoing, use its reasonable best efforts to (Ca) preserve intact its current business organization and reputation, (b) preserve its assets, rights and properties in good repair and condition, (c) keep available the services of its and its Subsidiaries’ current directors, officers and other key employees and (d) preserve its goodwill and its relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with it and/or its Subsidiaries, and with Governmental Entities with jurisdiction over the Covenanting Party’s or its Subsidiaries’ significant operations. In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing Date, except as expressly disclosed set forth in Section 6.1(a) 5.1 of the Company relevant Covenanting Party’s Disclosure Letter Schedule, as specifically required by this Agreement or (D) as expressly provided for in this Agreementrequired by applicable Law, the Company each Covenanting Party shall not, and shall cause its Subsidiaries not and will not permit to, take any of its Subsidiaries to:the following actions without the other Covenanting Party’s prior written consent (not to be unreasonably withheld, conditioned or delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (INC Research Holdings, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A1) as required by applicable LawLaws, Governmental Entities or Educational Agencies, (B2) as otherwise expressly required by this Agreement (which, for the avoidance of doubt, shall be deemed to include Section 6.12), (3) as set forth in Sections 6.1(a) or 6.1(b) of the Company Disclosure Letter or as permitted by and consistent with Section 6.2 of this Agreement (4) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), the Company and its Subsidiaries shall use their respective commercially reasonable efforts to conduct the business and operations of it and its Subsidiaries in the ordinary course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to (Ci) as expressly disclosed in Section 6.1(apreserve intact their respective material assets, including real and personal property, and present business organizations, (ii) maintain all of their material Licenses, (iii) keep available the services of the directors of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, Board and the executive officers and key employees of the Company shall not and will not permit any its Subsidiaries, (iv) maintain good relations with, and the goodwill of, their respective students, suppliers, creditors, lessors, employees, business associates, (v) incur or spend capital expenditures in accordance with the Company’s program of capital expenditures and (vi) manage its Subsidiaries to:working capital (including the timing of collection of accounts receivable and of the payment of accounts payable and the management of inventory) in the ordinary course of business.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apollo Education Group Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time or earlier termination of this Agreement (unless Parent shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated or permitted by this Agreement or (3) otherwise expressly disclosed as set forth in Section 6.1(a) of the Company Disclosure Letter)) and except as required by applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course of Business and, subject to compliance with the specific matters set forth belowextent consistent therewith, it shall and shall cause its Subsidiaries to use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, Insurance Regulators, rating agencies, customers, reinsurers, Agents, insureds, suppliers, service providers, distributors, licensors, creditors, lessors, employees employees, Contract counterparties and business associates and others having material business dealings with it and keep available the services of the Company its and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective TimeTime or earlier termination of this Agreement, except (A) as required by applicable LawLaws, (B) as otherwise contemplated by this Agreement or by the U.S. Life Restructuring in accordance with Annex A in all material respects, (C) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), ) or (CD) as expressly disclosed set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries (subject to the terms of the provisos in the definition of “Subsidiary” in Article X) to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Genworth Financial Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayedshall, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business cause each of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatto, from and after the date of this Agreement and prior to until the earlier of the Effective Time, except Time and the termination of this Agreement in accordance with Article IX (Athe “Interim Period”) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) except as otherwise expressly disclosed required by this Agreement or except as required by applicable Law), conduct its business in Section 6.1(a) the Ordinary Course of Business and use commercially reasonable efforts to conduct its business in accordance with applicable Law, to the extent consistent with the foregoing, shall use and cause each of its Subsidiaries to use their respective commercially reasonable efforts to maintain its and its Subsidiaries’ business and assets and relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates; provided that, the Company Disclosure Letter or and its Subsidiaries shall be permitted to take commercially reasonable actions as reasonably required to comply with COVID-19 Measures (D) as expressly provided for provided, further that to the extent reasonably practicable, in connection with taking any such actions which would otherwise be prohibited by any provision of this Agreement, the Company shall provide advance notice to Parent (and if advance notice is not reasonably practicable, shall provide notice to Parent promptly following the taking of any such actions) and reasonably consult in good faith with Parent with respect thereto). Without limiting the generality of and in furtherance of the foregoing sentence, during the Interim Period, except as otherwise expressly contemplated or required by this Agreement, required by applicable Law, as approved in writing by Parent (such approval not to be unreasonably withheld, conditioned or delayed, except that Parent may withhold, condition or delay approval of actions contemplated by Section 7.1(a)(iii) or Section 7.1(a)(iv) in Parent’s sole discretion), or set forth in the corresponding subsection of Section 7.1(a) of the Company Disclosure Letter, the Company shall not and will not permit any of shall cause its Subsidiaries not to:
Appears in 1 contract
Interim Operations. Except (a1) The as required by applicable Law, (2) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (3) as expressly disclosed in Section 6.1 of the Company Disclosure Letter, or (4) as expressly required by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the earlier of (x) the Effective Time or (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1y) required by applicable Law, (2) expressly required by termination of this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)accordance with Article VIII, the Company shall use its commercially reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business business, and, to the extent consistent with past practice therewith and subject to the restrictions contemplated in this Section 6.1(a), the Company shall, and shall cause each of its Subsidiaries to, use its commercially reasonable efforts to (A) preserve substantially intact its and its Subsidiaries’ business organizations, goodwill, assets, properties and Contracts (B) maintain its existence in good standing under the Laws of its incorporation or formation, (C) keep available the services of its current officers and employees, and (D) preserve its existing relationships with its material customers, suppliers, licensors, licensees, distributors, lessors and other Persons with which the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its have business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsrelations. Without limiting the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A1) as required by applicable Law, (B2) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C3) as expressly disclosed in Section 6.1(a) 6.1 of the Company Disclosure Letter corresponding to the applicable clause below, or (D4) as expressly provided for in required by this Agreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the earlier of (x) the Effective Time or (y) termination of this Agreement in accordance with Article VIII, Company shall not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Vonage Holdings Corp)
Interim Operations. (a) The Company covenants Sellers and agrees as to itself and its Subsidiaries RMST agree that, from the date hereof until the earlier of the Closing and after the execution of date this Agreement and prior is validly terminated (the “Interim Period”), except (i) as set forth in Section 5.1(a) of the Seller Disclosure Letter, (ii) as may be required by the Bankruptcy Court, (iii) as may be required by applicable Law (including with respect to the Effective Time Bankruptcy Cases) or Governmental Entity, (unless Parent shall otherwise approve iv) as may be permitted by this Agreement (including pursuant to the Bidding Procedures Order) or (v) as may be approved by Purchaser in writing, which approval shall not be unreasonably withheld, conditioned or delayedthe Sellers and RMST shall, and except as (1) required by applicable Lawshall cause their Affiliates to, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of conduct the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries Business in the ordinary course of business consistent with past practice (including with respect to ordering and each of purchasing Inventory, maintaining the Company Artifacts and its Subsidiaries shallExhibitry and making capital, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact sales and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsmarketing expenditures). Without limiting the generality offoregoing, during the Interim Period, Sellers and RMST shall, and shall cause their Affiliates to, use commercially reasonable efforts to (i) conduct the Business in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by compliance with all applicable LawLaws, (Bii) as Parent may approve in writing preserve their current relationships with any Persons having business dealings with the Business (such approval not to be unreasonably withheldincluding employees, conditioned or delayedsuppliers, vendors, customers, clients, and contractors), (Ciii) as expressly disclosed maintain the assets, properties, business records and facilities relating to the Transferred Assets or the Business in Section 6.1(atheir current working order, (iv) perform on a current basis all obligations under the Assumed Contracts and Assumed Real Property Leases and (v) pay all Liabilities of DinoKing in the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any ordinary course of its Subsidiaries to:business consistent with past practice.
Appears in 1 contract
Samples: Asset Purchase Agreement (Premier Exhibitions, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and prior to the earlier of the termination of this Agreement in accordance with Article VIII and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned)), and except as (1) otherwise expressly required or permitted by this Agreement or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business and, to the extent consistent with past practice the foregoing and each of the restrictions in the next sentence, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact and organizations substantially intact, maintain the existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and other business associates and others relationships having material significant business dealings with it them) and keep available the services of the Company and its Subsidiaries’ present their key employees and agents; provided that any action specifically permitted by the exceptions to the restrictions set forth in clauses (i)—(xviii) of this Section 6.1(a) shall be deemed in compliance with this sentence. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with Article VIII and prior to the Effective Time, except (Aw) as otherwise expressly required or permitted by applicable Lawthis Agreement, (Bx) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), (Cy) as expressly disclosed is required by applicable Law or (z) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement hereof and prior to the Effective Time, except as contemplated by this Agreement or required by applicable Laws or with the prior written approval of Parent or Merger Sub (Awhich shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the ordinary course consistent with past practice and (ii) use its commercially reasonable efforts to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries and to preserve business organizations of the Company and each of its Subsidiaries intact and to maintain existing relations and goodwill with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has material business relations. From the date of this Agreement until the Effective Time, except (w) as otherwise expressly contemplated by this Agreement, (x) with the prior written approval of Parent or Merger Sub (which, solely with respect to the matters in clauses (ix), (x), (xi), (xv), (xvi), (xvii) and (xviii) below and, to the extent relating to any of the foregoing clauses, clause (xxi) below, shall not be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law, Law or any Governmental Entity or (Bz) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementSchedule, the Company shall will not and will not permit any of its Subsidiaries to, directly or indirectly:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable LawLaws, (B) as otherwise required by this Agreement, or by the terms of any Contract, (C) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), it and its Subsidiaries shall use their respective reasonable best efforts to conduct the business of it and its Subsidiaries in the ordinary course and, to the extent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve their business organizations intact and maintain all of their Licenses and relations with subscribers, suppliers, distributors, creditors, lessors, employees and business associates. Without limiting the generality of, and in furtherance of, the foregoing, from the date of this Agreement until the Effective Time, except (C1) as required by applicable Laws, (2) as otherwise expressly disclosed required by this Agreement or by the terms of any Contract, (3) as set forth in Section 6.1(a) of the Company Disclosure Letter Letter, (4) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed) or (D5) as expressly provided for intercompany transactions between or among the Company and any of its Subsidiaries in this Agreementthe ordinary course of business, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after during the period beginning as of the execution of this Agreement on the Effective Date and prior to ending on the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII (such period, the “Interim Period”), unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve advance in writing (such approval not to be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required by this Agreement or applicable Laws, the business of the Company and its Subsidiaries shall be conducted in the ordinary course consistent with past practice and, to the extent consistent therewith, the Company and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and maintain existing relations and goodwill with Governmental Entities, customers, licensors, suppliers, distributors, creditors, lessors, Employees, sales representatives and business associates and keep available the services of its and its Subsidiaries’ present Employees and agents. Without limiting the generality of the foregoing, and in furtherance thereof, during the Interim Period, except (A) as otherwise expressly required or permitted by this Agreement or applicable Law, (B) as Parent may approve in advance in writing (such approval not to be unreasonably, delayed, conditioned or withheld) or (C) as expressly disclosed set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall not and will shall not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company Each of the Partnership and Parent covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent or the Partnership, as applicable, shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as (1) otherwise expressly contemplated by this Agreement, as provided in any Contract in effect as of the date of this Agreement, or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in the Ordinary Course and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of and in furtherance of, of the foregoing, from the Company covenants and agrees date of this Agreement until the Effective Time, except as to itself and its Subsidiaries thatotherwise expressly: (a) contemplated by this Agreement; (b) contemplated by any Contract entered into prior to, from and concurrently with or after the date of this Agreement and prior by Parent with respect to the Effective TimeOther Parent Transactions (as such Contract may be amended, except supplemented or otherwise modified from time to time); (Ac) as required by applicable LawLaw or the terms of any Partnership Material Contract or Parent Material Contract, as applicable; (Bd) as Parent may approve approved in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed)) by the other Party; or (e) set forth in the corresponding subsection of Section 8.1 of the Partnership Disclosure Letter, (C) as expressly disclosed it relates to the Partnership and its Subsidiaries, or in Section 6.1(a) 8.1 of the Company Parent Disclosure Letter or (D) Letter, as expressly provided for in this Agreementit relates to Parent and its Subsidiaries, the Company each Party, on its own account, shall not and will shall not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company’s existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and others having material business dealings except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Xxxxxxxx, XX.xxx or any of their respective Subsidiaries. For the avoidance of doubt, any reference in this Section 6.1(a) to an aggregate amount with it and keep available the services of respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):
Appears in 1 contract
Samples: Agreement and Plan of Merger
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and until the earlier to occur of the termination of this Agreement and prior to or the Effective Time (unless except (A) as otherwise expressly contemplated by this Agreement or the Transactions, (B) as Parent shall otherwise may approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except (C) as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure LetterLetter or (D) as required by applicable Laws), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company its and its Subsidiaries’ ' present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior until the earlier to occur of the termination of this Agreement or the Effective Time, except (A) as required otherwise expressly contemplated by applicable Lawthis Agreement or the Transactions, (B) as Parent may approve in writing (such writing, which approval shall not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this Agreementrequired by applicable Laws, the Company shall will not and will not permit its Subsidiaries to: adopt or propose any change in its certificate of incorporation or bylaws or other applicable governing instruments; merge, consolidate, restructure, reorganize or completely or partially liquidate the Company or any of its Subsidiaries with any other Person, except for any such transactions among wholly owned Subsidiaries of the Company, or otherwise enter into any agreements or arrangements imposing material changes or restrictions on its assets, operations or businesses, except in each case with respect to any sale to a third party, or liquidation, of Campus Outfitters, L.L.C. so long as the net cash flow generated from such sale or liquidation of Campus Outfitters, L.L.C. (including any cash needed to pay any liabilities or obligations incurred in connection with or arising as a result of such sale or liquidation) is not less than negative $300,000; provided, that in the case of a sale of the membership interests or material assets of Campus Outfitters, L.L.C. (A) for purposes of calculating the net cash flow, if the purchaser forgives any amounts owed by the Company to such purchaser, then the amount forgiven shall be deemed a receipt of cash in such amount and (B) the terms of such sale shall be reasonably acceptable to Parent; acquire assets outside of the ordinary course of business from any other Person with a value or purchase price in the aggregate in excess of $25,000 in any transaction or series of related transactions, other than acquisitions pursuant to Material Contracts in effect as of the date of this Agreement or pursuant to Section 6.1(a)(x) below; issue, sell, pledge, dispose of, grant, transfer, encumber, or authorize the issuance, sale, pledge, disposition, grant, transfer, or encumbrance of, any shares of capital stock of the Company or any of its Subsidiaries (other than the issuance of shares by a wholly owned Subsidiary of the Company to the Company or another wholly owned Subsidiary), or securities convertible or exchangeable into or exercisable for any shares of such capital stock, or any options, warrants or other rights of any kind to acquire any shares of such capital stock or such convertible or exchangeable securities, other than upon the exercise of Company Options or warrants or rights to purchase Shares that are outstanding on the date of this Agreement; create or incur any Lien on any assets of the Company or any of its Subsidiaries having a value in excess of $25,000; make any loans, advances, guarantees or capital contributions to or investments in any Person (other than the Company or any direct or indirect wholly owned Subsidiary of the Company) in excess of $25,000 in the aggregate; declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise, with respect to any of its capital stock (except for dividends paid by any direct or indirect wholly owned Subsidiary to the Company or to any other direct or indirect wholly owned Subsidiary or enter into any agreement with respect to the voting of its capital stock); reclassify, split, combine, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock or securities convertible or exchangeable into or exercisable for any shares of its capital stock, except upon exercise of any Company Options outstanding as of the date hereof; incur any indebtedness for borrowed money or guarantee such indebtedness of another Person, or issue or sell any debt securities or warrants or other rights to acquire any debt security of the Company or any of its Subsidiaries, except for indebtedness for borrowed money incurred under the Loan Agreement; make or authorize any capital expenditure in excess of $50,000, individually or in the aggregate; enter into any Contract that would have been a Material Contract had it been entered into prior to this Agreement; make any changes with respect to accounting policies or procedures, except as required by changes in GAAP; settle any litigation or other proceedings for an amount in excess of $25,000 (net of insurance coverage) or any obligation or liability of the Company in excess of such amount; amend, modify or terminate any Material Contract, or cancel, modify or waive any debts or claims held by it or waive any rights having in each case a value in excess of $25,000; make any material Tax election, change an annual accounting period, file any amended material Tax Return, enter into any material closing agreement, waive or extend any statute of limitation with respect to material Taxes, settle or compromise any material Tax liability, claim or assessment (other than the payment in the ordinary course of business of Taxes that are due and payable), or surrender any right to claim a refund of material Taxes; transfer, sell, lease, license, mortgage, pledge, surrender, encumber, divest, cancel, abandon or allow to lapse or expire or otherwise dispose of any assets, licenses (other than licenses to customers that lapse or expire in accordance with their terms), operations, rights, product lines, businesses or interests therein of the Company or its Subsidiaries, including capital stock of any of its Subsidiaries, except (A) in connection with the sale of Company products and services provided in the ordinary course of business, (B) sales of obsolete assets or (C) sales, leases, licenses or other dispositions of assets not included in clauses (A) or (B) above with a fair market value not in excess of $50,000 in the aggregate; except as required pursuant to existing written, binding agreements, policies or benefit plans in effect prior to the date of this Agreement and set forth in Section 5.1(i)(i) or Section 5.1(i)(viii) of the Company Disclosure Letter, or as otherwise required by applicable Law, (A) grant or provide any severance or termination payments or benefits to any director, officer, employee or other service provider of the Company or any of its Subsidiaries, (B) increase the compensation, bonus or pension, welfare, severance or other benefits of, pay any bonus to:, or make any new equity awards to any director, officer, employee or other service provider of the Company or any of its Subsidiaries, except for increases in base salary for employees earning less than $75,000 annually in the ordinary course of business consistent with past practices, (C) establish, adopt, amend or terminate any Benefit Plan or amend the terms of any outstanding equity-based awards, (D) take any action to accelerate the vesting or payment, or fund or in any other way secure the payment, of compensation or benefits under any Benefit Plan, to the extent not already provided in any such Benefit Plan, (E) change any actuarial or other assumptions used to calculate funding obligations with respect to any Benefit Plan or to change the manner in which contributions to such plans are made or the basis on which such contributions are determined, except as may be required by GAAP or (F) make or forgive any loans to directors, officers or employees of the Company or any of its Subsidiaries; knowingly take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Offer set forth in Exhibit 1 not being satisfied or the conditions to the Merger set forth in Article VII not being satisfied; or agree, authorize or commit to do any of the foregoing. Prior to making any written or material oral communications to officers or employees of the Company or any of its Subsidiaries pertaining to compensation or benefit matters that are affected by the Transactions, the Company shall provide Parent with a copy of the intended communication, Parent shall have a reasonable period of time to review and comment on the communication, and Parent and the Company shall reasonably cooperate in providing any such mutually agreeable communication. Parent shall not knowingly take any action or omit to take any action that is reasonably likely to result in any of the conditions to the Offer set forth in Exhibit 1 not being satisfied or the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time or earlier termination of this Agreement (unless Parent Acquiror shall otherwise approve in advance in writing, which approval shall not be unreasonably withheld, conditioned withheld or delayed, ) and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)required by applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice course, and each of the Company it and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use all commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, key employees and business associates and others having material business dealings with it and keep available the services of the Company its and its Subsidiaries’ present employees directors, officers and agentskey employees. Subject to the other provisions of this Section 6.01, during the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, the Company shall use all reasonable best efforts to continue to qualify as a REIT for U.S. federal income tax purposes. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective TimeTime or earlier termination of this Agreement, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent Acquiror may approve in advance in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) 6.01 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall it will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Except as (x) required by applicable Law, (y) otherwise expressly contemplated or expressly required by this Agreement or (z) otherwise set forth in Section 4.1(a) of the Company Disclosure Letter, the Company covenants and agrees as to itself and its Subsidiaries that, from commencing on the date hereof and after the execution of this Agreement and prior to ending at the Effective Time (or such earlier date as this Agreement may be terminated in accordance with its terms, unless Parent shall otherwise approve in writing, which such approval shall not to be unreasonably withheld, conditioned delayed or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)conditioned, the Company shall, and shall use its reasonable best efforts to conduct its business and the business of cause its Subsidiaries to, conduct their respective businesses in the ordinary course of business and, to the extent consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth belowtherewith, use their respective commercially reasonable best efforts to preserve its their respective business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality of, of the foregoing and in furtherance ofthereof, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after commencing on the date of hereof and ending at the Effective Time or such earlier date as this Agreement and prior to the Effective Timemay be terminated in accordance with its terms, except as (A) as required by applicable Law, (B) as otherwise expressly contemplated or expressly required by this Agreement or (C) otherwise set forth in Section 4.1(a) of the Company Disclosure Letter, unless Parent may shall otherwise approve in writing (writing, such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned, except in the cases of clauses (i), (Cii), (iii), (iv), (v), (vi), (viii), (x), (xi), (xii)(A) as expressly disclosed in Section 6.1(aor (B), (xiii) or (xv) or clause (xviii) (solely to the extent relating to one of the Company Disclosure Letter or (D) preceding clauses), as expressly provided for to each of which Parent shall have the right to approve in this Agreementits sole discretion, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integramed America Inc)
Interim Operations. (a) The Company Seller covenants and agrees as to itself and its Subsidiaries that, from and after except as (w) set forth in Section 5.1 of the execution of this Agreement and prior to the Effective Time Company Disclosure Schedule, (unless Parent shall x) as Purchaser may otherwise approve consent in writing, writing (which approval consent shall not be unreasonably withheld, conditioned or delayed), and except as (1y) required by this Agreement, or (z) required by applicable LawLaw or Governmental Order, (2) expressly required by from the date of this Agreement or until the Closing, it will cause the Company and each of the Company’s Subsidiaries to conduct their respective businesses in the Company Ordinary Course of Business and, to the extent consistent therewith and subject to prudent management of workforce needs and on-going programs in force as of the date hereof (3) otherwise expressly disclosed to the extent such programs are set forth in Section 6.1(a) 5.1 of the Company Disclosure LetterSchedule), the Company shall use its their respective commercially reasonable best efforts to conduct preserve their respective business organizations intact, maintain in effect their respective Governmental Authorizations that are required for the continued operation of the Company’s and its business Subsidiaries’ respective businesses as they are presently conducted, to preserve intact and maintain existing relations with their respective customers, suppliers and employees, each in all material respects, to make the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of regulatory filings as the Company and its Subsidiaries shallwould have otherwise made in the Company Ordinary Course of Business and to maintain with financially responsible insurance companies (or through self insurance, subject to compliance consistent with past practice) insurance in such amounts and against such risks and losses as are customary for companies engaged in their respective businesses and consistent with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services past practice of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective TimeClosing, except as (A) as required by applicable Lawset forth in Section 5.1 of the Company Disclosure Schedule, (B) as Parent Purchaser may approve otherwise consent in writing (such approval which consent shall not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed required by this Agreement (provided that, actions taken to comply with the obligation in the first sentence of this Section 6.1(a5.1(a) of to act in the Company Disclosure Letter Ordinary Course of Business shall not be included within the scope of this clause (C)), or (D) as expressly provided for in this Agreementrequired by applicable Law or Governmental Order, Seller will cause each of the Company shall and each of the Company’s Subsidiaries not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants During the period commencing on the date hereof and agrees as to itself running until the earlier of the Closing Date and its Subsidiaries that, from and after the execution termination of this Agreement and prior to in accordance with Article VIII (the Effective Time “Pre-Closing Period”), except (unless Parent shall otherwise approve in writingi) as expressly contemplated, which approval shall not be unreasonably withheldrequired or permitted by this Agreement (including, conditioned or delayedfor the avoidance of doubt, and except the Vested Units Exchanges), (ii) as (1) required by applicable Law, (2iii) expressly required as approved in writing by Parent (such approval not to be unreasonably withheld, delayed or conditioned), (iv) for any action taken or omitted to be taken, in order to comply with any COVID-19 Measures or which is otherwise taken or omitted to be taken reasonably and in good faith in response to COVID-19 (provided, that, with respect to actions taken or omitted to be taken in reliance on this Agreement clause (iv), to the extent permitted under applicable Law and practicable under the circumstances, the Company shall provide prior notice to and consult in good faith with Parent prior to taking such action), or (3v) otherwise expressly disclosed in as set forth on Section 6.1(a) 6.1 of the Company Disclosure Letter)Schedule, the Company shall will, and will cause its Subsidiaries to, use its and their commercially reasonable best efforts to (A) conduct its business and the business of its Subsidiaries their businesses in the ordinary course of business consistent with past practice and each of the Company (B) preserve intact in all material respects their respective assets, properties, business organizations and its Subsidiaries shallrelationships with partners, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customersclients, suppliers, distributors, licensors, creditors, lessors, employees distributors and business associates and others having other Persons with which it has material business dealings with it and keep available the services of dealings; provided that no action by the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and or its Subsidiaries that, from and after the date with respect to matters specifically permitted by any provision of Section 6.1(b) shall be deemed a breach of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (sentence unless such approval not to be unreasonably withheld, conditioned or delayedaction would otherwise constitute a breach of such provision of Section 6.1(b), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Focus Financial Partners Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except (w) as otherwise expressly contemplated by this Agreement, (1x) as required by applicable Law, (2y) expressly required by this Agreement for any COVID-19 Measures, subject, to the extent such applicable COVID-19 Measure is inconsistent with past practice, to prior consultation with Parent (to the extent such prior consultation is legally permissible and practicable) or (3z) otherwise expressly disclosed as set forth in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and (i) the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in all material respects in the Ordinary Course of Business and (ii) to the extent consistent therewith, subject to compliance with the specific matters set forth below, Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, Entities and customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees lessors and other business associates and others having material business dealings relationships with it the Company and its Subsidiaries and keep available the services of the Company its and its Subsidiaries’ present employees officers and agents. Without limiting the generality of, and in furtherance of, the foregoing, key Employees; provided that no action by the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (A) as required by applicable Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:with respect to matters whose subject matter is specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this Section 6.1(a) unless such action would constitute a breach of such other provision.
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees Except as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required Law or as contemplated by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoingAgreement, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary and usual course and it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve the material components of their business organizations intact and maintain existing relations with Governmental Entities, material customers, material suppliers, licensors, licensees, distributors, creditors and lessors, key employees and business associates and keep available the services of its and its Subsidiaries’ present officers and key employees; provided, however, that the Company and its Subsidiaries shall be under no obligation to and shall not, without Parent’s prior written consent (A) as required by applicable Law, (B) as Parent may approve in writing (such approval which will not to be unreasonably withheld, conditioned or delayed), put in place any new retention programs or include additional personnel in any existing retention programs except as otherwise permitted by this Section 6.2. Without limiting the generality of the immediately preceding sentence, from the date of this Agreement until the Effective Time, except (CA) as otherwise expressly disclosed in required by this Agreement, (B) required by the terms of any Material Contract set forth on Section 6.1(a) 4.10 of the Company Disclosure Letter Schedule, (C) with the prior written consent of Parent (which will not be unreasonably withheld, conditioned or delayed) or (D) as expressly provided for set forth in this AgreementSection 6.2 of the Company Disclosure Schedule, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed in required by applicable Laws or as set forth on Section 6.1(a) of the Company Disclosure Letter)Schedule, the Company and its Subsidiaries shall use its reasonable best efforts to conduct its business and cause the business of it and its Subsidiaries to be conducted in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality ofof the foregoing, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective Time, except (A) as required otherwise expressly contemplated or specifically permitted by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned (other than with respect to subsections (i), (ii), (iii), (iv), (vi), (vii), (viii), (x), (xiii), (xiv), (xvi), (xviii), (xix), (xx), (xxi), (xxii) (collectively, the “specified operating covenants”) or delayed(xxiii) (but solely in the case of subsection (xxiii), with respect to the specified operating covenants), in which cases (involving the specified operating covenants) Parent may withhold its consent in its sole discretion)), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter required by applicable Law or any Governmental Entity or (D) as expressly provided for set forth in this AgreementSection 6.1 of the Company Disclosure Schedule, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dyncorp International Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Company Merger Effective Time or the earlier termination of this Agreement in accordance with ARTICLE VIII (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned or delayed), and except as (1) otherwise expressly permitted by this Agreement, actions taken in accordance with the Pre- Closing Restructuring or Modified Pre-Closing Restructuring or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure LetterLaws), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course, subject to compliance consistent with past practice, and the specific matters set forth below, Company and its Subsidiaries shall use their respective reasonable best efforts to preserve its intact their respective current business organization intact organizations, their goodwill and maintain the existing relations and goodwill relationships with Governmental Entities, customerstenants, suppliers, distributors, licensors, creditors, lessors, employees and business associates creditors and others having material business dealings with it them, and keep available the services of their respective present officers; provided that this Section 6.1 shall not apply to the Company actions of GWP JV Limited Partnership or its subsidiaries approved by the limited partners thereof in accordance with its Amended and its Subsidiaries’ present employees and agentsRestated Limited Partnership Agreement or taken by any such subsidiary in accordance with the organizational documents of such subsidiary. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Company Merger Effective TimeTime or the earlier termination of this Agreement in accordance with ARTICLE VIII, except (A) as otherwise expressly permitted or required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed, and which shall not exceed five (5) business days following the date of request for approval by Parent accompanied by all information reasonably necessary for Parent to evaluate such request), (C) as expressly disclosed any actions taken in Section 6.1(a) of accordance with the Company Disclosure Letter Pre-Closing Restructuring or Modified Pre-Closing Restructuring or (D) as expressly provided for in this Agreementrequired by applicable Laws, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (2a) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) the business of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and usual course, (b) each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use its commercially reasonable best efforts to preserve its business organization organizations and assets intact and maintain the its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental EntitiesAuthorities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.10, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of, of and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (A) as otherwise expressly required by applicable this Agreement or as required by Law, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) 5.01 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementSchedule, the Company shall not and will shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Banc of California, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to until the Effective Time (unless Parent shall otherwise approve in writingTime, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries shall be conducted in the ordinary course of business and usual course, consistent with past practice and each of in all material respects. To the extent consistent with the foregoing sentence, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the present employees and agents of the Company and its Subsidiaries’ present employees . Nothing in the foregoing sentences shall prohibit or restrict the Company and agentsits Subsidiaries from the date of this Agreement to the Effective Time from taking any of the following actions: (i) actions approved by Purchaser in writing, which approval shall not be unreasonably withheld, delayed or conditioned; (ii) any action expressly required or permitted by this Agreement; and (iii) any action required by Law. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to hereof until the Effective Time, except (A) as otherwise expressly required or permitted by applicable Lawthis Agreement, (B) as Parent Purchaser may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this Agreementrequired by any applicable Laws (including any requirement of the SEC), the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself that it will, and will cause its Subsidiaries thatto, from and after the execution date hereof and prior to the earlier of the termination of this Agreement and prior to or the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1otherwise required by this Agreement) and except as required by applicable LawLaws, conduct its and its Subsidiaries’ business in the ordinary course consistent with past practice (2including in respect of underwriting, pricing, claims handling, loss control, investment, actuarial and reserving guidelines, practices, principles, methods and policies) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) and, to the extent consistent therewith, it and its Subsidiaries shall use their respective commercially reasonable efforts to preserve their business organizations intact and their existing relationships with customers, suppliers, Agents, creditors, lessors, officers, employees, business associates and others with whom business relationships exist, and keep available the services of its and its Subsidiaries’ present employees. Parent, Merger Sub and the Company Disclosure Letter), acknowledge and agree that any actions taken by the Company to pursue its expansion plans substantially consistent with its 2007 budget and timetable as presented to Parent, shall use its reasonable best efforts be deemed to conduct its business and the business of its Subsidiaries be taken in the ordinary course of business consistent with past practice and each for purposes of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsthis Agreement. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective Time, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) Schedule 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (21st Century Insurance Group)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, that from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Time, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in -35- the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use reasonable best efforts to preserve its business organization intact and maintain the Company's existing relations and goodwill with Governmental Entities, customers, suppliers, regulators, distributors, licensors, creditors, lessors, employees and business associates in each case unless Parent shall approve in writing (which approval will not be unreasonably withheld or delayed) and others having material business dealings except as expressly contemplated by this Agreement. Nothing contained in this Section 6.1(a) shall require the Company, any of its Subsidiaries or any of their respective directors or officers to approve or consent to the taking of any action by Cingular, YP.com or any of their respective Subsidiaries. For the avoidaxxx xx doubt, any reference in this Section 6.1(a) to an aggregate amount with it and keep available the services of respect to the Company and its Subsidiaries’ present employees Subsidiaries shall be deemed to refer to the Company and agentsits Subsidiaries on a consolidated basis. Without limiting the generality of, and in furtherance of, the foregoing, the The Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except Time (A) as required by applicable Law, (B) as unless Parent may shall otherwise approve in writing (such which approval will not to be unreasonably withheld, conditioned withheld or delayed), (C) and except as otherwise expressly contemplated by this Agreement or disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall not and will not permit any of its Subsidiaries to:Letter):
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as otherwise expressly contemplated by this Agreement), and except as (1i) required by applicable LawLaw or (ii) is necessary and commercially reasonable in response to a Contagion Event or Contagion Event Measures , (2a) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) the business of the Company Disclosure Letter)and its Subsidiaries shall be conducted in all material respects in the ordinary and usual course in accordance with its current business practices and operation, (b) each of the Company and its Subsidiaries shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization organizations and assets intact and maintain the its rights, franchises, powers and privileges and its existing relations and goodwill with Governmental EntitiesAuthorities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents, and (c) subject to Section 5.09, the Company and its Subsidiaries shall take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company to obtain any necessary approvals of any Regulatory Authorities or other Governmental Authority required for the transactions contemplated hereby, to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby on a timely basis. Without limiting the generality of, of and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (A) as otherwise expressly required by applicable this Agreement or as required by Law, (B) as Parent may approve in writing in advance (such approval not to be unreasonably withheld, conditioned or delayed), ) or (C) as expressly disclosed set forth in Section 6.1(a) 5.01 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementSchedule, the Company shall not and will shall not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Investors Bancorp, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, delayed or conditioned or delayedunless such approval may be withheld in Parent’s sole discretion as and to the extent expressly noted below)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)required by applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business consistent with past practice practice, and each of to the Company extent consistent therewith, it and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact and organizations intact, maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality ofof the foregoing, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective Time, except (A) as required otherwise contemplated or specifically permitted by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), provided, however, that the approval of Parent shall be deemed to have been given if Parent does not object within five (5) business days from the date on which request for such consent is provided by the Company to Parent (unless such consent may be withheld in Parent’s sole discretion as and to the extent expressly noted below) or (C) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. During the period (aif any) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time Closing Date or the date, if any, on which this Agreement is earlier terminated pursuant to Section 6.1 (unless Parent shall otherwise approve in writingexcept (w) as may be required by Law, (x) with the prior written consent of Buyer, which approval consent shall not be unreasonably withheld, conditioned delayed or delayed, and except as (1) required by applicable Lawconditioned, (2y) expressly required as contemplated or permitted by this Agreement Agreement, or (3z) otherwise expressly disclosed as set forth in Section 6.1(a) 4.1 of the Company Disclosure LetterSchedules), the Company shall use its reasonable best efforts to conduct its business of the Companies and the business of its Company Subsidiaries shall be conducted only in the ordinary course of business in all material respects consistent with past practice practice, and, to the extent consistent therewith, the Sellers and each of the Companies shall use commercially reasonable efforts to (i) preserve intact the Companies’ and the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its Subsidiaries’ current business organization intact and maintain (ii) preserve the existing relations Companies’ and goodwill the Company Subsidiaries’ relationships with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates suppliers and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsthem. Without limiting the generality of, and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the Effective Time, except (Aw) as may be required by applicable Law, (Bx) as Parent may approve in writing (such approval with the prior written consent of Buyer, which consent shall not to be unreasonably withheld, conditioned delayed or delayed)conditioned, (Cy) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter contemplated or (D) as expressly provided for in permitted by this Agreement, or (z) as set forth in Section 4.1 of the Disclosure Schedules, prior to the Closing Date, the Companies and the Company shall not Subsidiaries will not, and the Sellers will not permit any of its cause the Companies or the Company Subsidiaries to:
Appears in 1 contract
Samples: Stock and Interest Purchase Agreement (Coinstar Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after After the execution of this Agreement date hereof and prior to the Effective Time Closing (unless Parent Buyer shall otherwise approve in writing, which such approval shall not to be unreasonably withheld, conditioned withheld or delayed, and except as (1) otherwise expressly contemplated by this Agreement, and except as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure LetterLaws), the Company shall use its reasonable best efforts to conduct its business shall, and the business of Shareholders covenant and agree to cause the Company and its Subsidiaries in to, conduct the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallin the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company shall and the Shareholders shall cause the Company and the Company’s Subsidiaries to (x) use their respective reasonable best efforts to preserve the Company’s and its Subsidiaries’ business organization organizations intact and maintain the existing relations and goodwill with all Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and associates, (y) keep available the services of the Company Company’s and its Subsidiaries’ present employees and agents. Without limiting agents and (z) make capital expenditures substantially in compliance with the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as Company’s 2007 budget provided to itself and its Subsidiaries that, from and after Buyer prior to the date of this Agreement and prior to set forth on Schedule 6.1. Without limiting the Effective Timegenerality of the foregoing and in furtherance thereof, from the date of this Agreement until the Closing, except (A) as required otherwise expressly contemplated by applicable Lawthis Agreement, (B) as Parent Buyer may approve in writing (such approval not to be unreasonably withheld, conditioned withheld or delayed), ) or (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreementtransactions set forth on Schedule 6.1, the Company shall will not and will not permit any the Shareholders shall cause the Company and each of its Subsidiaries not to:
Appears in 1 contract
Samples: Stock Purchase Agreement (McJunkin Red Man Holding Corp)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed required by applicable Laws, the business of it and its Subsidiaries shall be conducted, to the extent contemplated thereby, in a manner consistent with the business plan set forth in Part I to Section 6.1(a) of the Company Disclosure Letter)Letter (the “Business Plan”) and, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries otherwise in the ordinary course of business (taking into account the effects of the Business Plan). To the extent consistent with past practice and each of the foregoing, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agentsassociates. Without limiting the generality ofof the preceding provisions of this Section 6.1(a), and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective Time, except (A) as required otherwise specifically contemplated or specifically permitted by applicable Lawprovisions of this Agreement other than this Section 6.1(a), (B) as Parent may approve in writing (such approval approval, not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed is required by applicable Law or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants L3 and agrees Xxxxxx each covenant and agree as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent L3 or Xxxxxx, as applicable, shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed as required by a Governmental Entity or applicable Law or as set forth in Section 6.1(a8.1(a) of the Company such Party’s Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company it and its Subsidiaries shallshall be conducted in all material respects in the Ordinary Course and, subject to compliance with the specific matters set forth belowextent consistent therewith, it and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, licensors, licensees, distributors, licensors, creditors, lessors, employees Employees and business associates and others having material business dealings with it and keep available the services of the Company its and its Subsidiaries’ present employees officers, Employees and agents, except as otherwise expressly contemplated by this Agreement or as required by a Governmental Entity or applicable Law. Without limiting the generality of, of and in furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except as otherwise (Ai) expressly contemplated by this Agreement, (ii) required by a Governmental Entity or applicable Law or the terms of any Material Contract or Benefit Plan existing as of the date of this Agreement, (iii) as required by applicable Law, (B) as Parent may approve approved in writing by the other Party (such which approval shall not to be unreasonably withheld, conditioned or delayed), ) or (Civ) as expressly disclosed set forth in Section 6.1(a8.1(a) of the Company such Party’s Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company each Party, on its own account, shall not and will not permit any of shall cause its Subsidiaries not to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (L3 Technologies, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned)), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated or permitted by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)as required by a Governmental Entity or applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business and, to the extent consistent with past practice and each of the foregoing, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective reasonable best efforts to preserve its their business organization intact and organizations substantially intact, maintain the existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees customers and business associates and others suppliers having material significant business dealings with it them and keep available the services of their key employees; provided, however, that no action taken by the Company and or its Subsidiaries’ present employees and agentsSubsidiaries with respect to matters specifically addressed by clauses (i)-(xviii) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality of, and in In furtherance of, of the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (A) as required otherwise expressly contemplated or permitted by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed may be required by applicable Law or any Governmental Entity or (D) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Idenix Pharmaceuticals Inc)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and prior to the earlier of the termination of this Agreement in accordance with Article VIII and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned)), and except as (1) otherwise expressly required or permitted by this Agreement or as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business and, to the extent consistent with past practice the foregoing and each of the restrictions in the next sentence, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization intact and organizations substantially intact, maintain the existing relations and goodwill satisfactory relationships with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and other business associates and others relationships having material significant business dealings with it them and keep available the services of the Company and its Subsidiaries’ present their key employees and agents; provided that any action specifically permitted by the exceptions to the restrictions set forth in clauses (i) - (xviii) of this Section 6.1(a) shall be deemed in compliance with this sentence. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with Article VIII and prior to the Effective Time, except (Aw) as otherwise expressly required or permitted by applicable Lawthis Agreement, (Bx) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), (Cy) as expressly disclosed is required by applicable Law or (z) as set forth in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this AgreementLetter, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dun & Bradstreet Corp/Nw)
Interim Operations. (a1) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, use reasonable best efforts to preserve its business organization intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to the earlier of the Merger 1 Effective Time, except (A) as required by applicable LawTime and the termination of this Agreement in accordance with its terms, (Bw) as unless Parent may approve shall otherwise consent in writing (such approval consent not to be unreasonably withheld, conditioned delayed or delayedconditioned), (Cx) except as otherwise expressly disclosed permitted by this Agreement, (y) except as required by applicable Laws, or (z) except as set forth in Section 6.1(a5.1(a) of the Company Disclosure Letter or Letter, the business of it and its Subsidiaries shall be conducted in the Ordinary Course of Business, and, to the extent consistent therewith, it shall, and it shall cause its Subsidiaries to, use its and their respective commercially reasonable efforts to preserve their business organizations, preserve their assets and properties in good repair and condition and preserve their relationships with those persons having significant business dealings with them to the end that their good will and ongoing businesses shall be unimpaired at the Closing. Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the earlier of the Merger 1 Effective Time and the termination of this Agreement in accordance with its terms, except (DX) as otherwise expressly provided for in permitted by this Agreement, (Y) as Parent may consent in writing (such consent not to be unreasonably withheld, delayed or conditioned), or (Z) as set forth in Section 5.1(a) of the Company shall Disclosure Letter, it will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (KushCo Holdings, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the earlier of the Effective Time (unless Parent shall otherwise approve in writingand the date, if any, of which approval shall not be unreasonably withheld, conditioned or delayed, and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)is earlier terminated pursuant to Article VI, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and each of practice. To the extent consistent with the foregoing sentence, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of the present employees and agents of the Company and its Subsidiaries’ present employees . Nothing in the foregoing sentences shall prohibit or restrict the Company and agentsits Subsidiaries from taking any of the following actions: (i) actions approved by Parent in writing (which approval shall not be unreasonably delayed, and Parent agrees to consider in good faith any actions to be taken by the Company for which such approval is being sought from Parent by the Company), (ii) any action expressly required or expressly not prohibited by this Agreement; and (iii) any action required by Law (including any requirement of the SEC). Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date hereof until the earlier of the Effective Time and the date, if any, on which this Agreement and prior is earlier terminated pursuant to the Effective TimeArticle VI, except (A) as otherwise expressly required or expressly not prohibited by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayeddelayed and Parent agrees to consider in good faith any actions to be taken by the Company for which such approval is being sought from Parent by the Company), (C) as expressly disclosed set forth in Section 6.1(a) 3.1 of the Company Disclosure Letter or (D) as expressly provided for in this Agreementrequired by any applicable Laws (including any requirement of the SEC), the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Coinmach Service Corp)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and that after the execution date hereof and until the earlier of the termination of this Agreement and prior pursuant to its terms or the Effective Time (unless Parent shall otherwise approve approved in writingwriting by Parent, which approval shall will not be unreasonably withheld, conditioned (being determined based on a reasonable acquirer) withheld or delayed, and except as (1otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter)Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and in accordance with past practices and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use their respective reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees employees, independent contractors and business associates and others having material business dealings with it and keep available the services of the Company Company's and its Subsidiaries’ ' present employees and agents. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except (A) as otherwise expressly required by applicable Lawthis Agreement, (B) as the Parent may approve in writing (such which approval will not to be unreasonably withheld, conditioned (being determined based on a reasonable acquirer) withheld or delayed), (C) as expressly disclosed in Section 6.1(a) of the Company Disclosure Letter or (D) as expressly provided for in this Agreement, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing, which writing (such approval shall not to be unreasonably withheld, conditioned delayed or delayedconditioned), and except as (1) required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in set forth on Section 6.1(a) of the Company Disclosure Letter, (2) provided in the Settlement Agreement or (3) otherwise expressly permitted by this Agreement or as required by applicable Laws), the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in all material respects in the ordinary course of business and, to the extent consistent with past practice and each of the Company foregoing, it and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization organizations substantially intact and maintain the existing or satisfactory relations and goodwill with Governmental Entities, Entities and customers, suppliers, distributorsservice providers, licensors, creditors, lessors, employees creditors and business associates and others lessors having material significant business dealings with it them, and keep available the services of the Company its and its Subsidiaries’ present employees and agentskey employees; provided, however, that no action taken by the Company or its Subsidiaries with respect to matters specifically addressed by clauses (i) through (xxi) of this Section 6.1(a) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Without limiting the generality of, and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries that, from and after the date of this Agreement and prior to until the Effective Time, except (A) as required otherwise expressly permitted by applicable Lawthis Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned delayed or delayedconditioned), (C) as expressly disclosed required by applicable Law, (D) as set forth in Section 6.1(a) of the Company Disclosure Letter Letter, or (DE) as expressly provided for in the Settlement Agreement in the form executed on the date of this AgreementAgreement (and any amendment thereto entered into with the written consent of Parent), the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Terraform Global, Inc.)
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement date hereof and prior to the earlier to occur of (i) the date on which the designees of Parent and/or Merger Sub on the board of directors of the Company constitute a majority of the members of the Company’s board of directors and (ii) the Effective Time (the earlier of such dates, the “Control Date”) (unless Parent shall otherwise approve in writing, which such approval shall not to be unreasonably withheld, conditioned or delayed, and except as (1otherwise expressly contemplated by this Agreement) and except as required by applicable Law, (2) expressly required by this Agreement or (3) otherwise expressly disclosed in Section 6.1(a) of the Company Disclosure Letter), the Company shall use its reasonable best efforts to conduct its business and the business of it and its Subsidiaries shall be conducted in the ordinary and usual course of business consistent with past practice and each of to the extent consistent therewith, the Company and its Subsidiaries shall, subject to compliance with the specific matters set forth below, shall use their respective commercially reasonable best efforts to preserve its their business organization organizations intact and maintain the existing relations and goodwill with Governmental Entities, customers, suppliers, distributorslandlords, licensors, creditors, lessorslicensees, employees and business associates and others having material business dealings with it and keep available associates. Notwithstanding the services of the Company and its Subsidiaries’ present employees and agents. Without limiting the generality of, foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior to until the Effective TimeControl Date, except (Ai) as required otherwise contemplated by applicable Lawthis Agreement, (Bii) as Parent may approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (Ciii) as expressly disclosed is required by applicable Law or by any Governmental Entity or (iv) as set forth in Section 6.1(a) 7.1 of the Company Disclosure Letter or (D) as expressly provided for in this AgreementSchedule, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution date hereof and prior to the earlier to occur of the termination of this Agreement and prior to or the Effective Time (unless Parent shall otherwise approve in writing, writing (which approval shall not be unreasonably withheld, conditioned or delayed), and except as (1) required by applicable Law, (2) otherwise expressly required contemplated by this Agreement or (3) otherwise expressly disclosed the Transactions or except as set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter)) and except as required by applicable Laws, the Company shall use its reasonable best efforts to conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice and each of the Company and its Subsidiaries shallshall be conducted in the ordinary and usual course and, subject to compliance with the specific matters set forth belowextent consistent therewith, the Company and its Subsidiaries shall use their respective commercially reasonable best efforts to preserve its their business organization intact and organizations intact, maintain the in all material respects their respective existing relations and goodwill with Governmental Entities, customers, suppliers, distributors, licensors, creditors, lessors, employees and business associates and others having material business dealings with it the Company and its Subsidiaries and keep available the services of the Company its and its Subsidiaries’ present employees executive officers and agentskey employees. Without limiting the generality of, of the foregoing and in furtherance of, the foregoing, the Company covenants and agrees as to itself and its Subsidiaries thatthereof, from and after the date of this Agreement and prior until the earlier to occur of the termination of this Agreement or the Effective Time, except (A) as required otherwise expressly contemplated by applicable Lawthis Agreement or the Transactions, (B) as Parent may approve in writing (such which approval shall not to be unreasonably withheld, conditioned or delayed), (C) as expressly disclosed set forth in Section 6.1(a) 6.1 of the Company Disclosure Letter or (D) as expressly provided for in this Agreementrequired by applicable Laws, the Company shall will not and will not permit any of its Subsidiaries to:
Appears in 1 contract
