Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo to, except as contemplated by this Agreement, as required by applicable Law (including for this purpose any COVID-19 Measures), as consented to by the Grosvenor Holders in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter, operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as consented to by the Grosvenor Holders in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter, Acquiror shall not, and Acquiror shall cause IntermediateCo not to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Acquiror Conduct of Business. (a) During the Interim Period, except as set forth on Section 7.5(a) of the Acquiror Disclosure Letter or as reasonably necessary or advisable in connection with the Acquiror’s actions to resolve the Warrant Accounting Issue, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except as required by Law, as contemplated by this Agreement, as required by applicable Law Agreement (including for this purpose any COVID-19 Measuresas contemplated by the PIPE Investment), in connection with the Domestication or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), Acquiror shall not, and Acquiror shall cause IntermediateCo Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marquee Raine Acquisition Corp.)
Acquiror Conduct of Business. (a) During From the Interim Perioddate of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with Article XII, Acquiror shall, and shall cause IntermediateCo its Subsidiaries to, except as otherwise contemplated by this Agreement, as required by applicable Law (including for this purpose any COVID-19 Measures), as consented to by the Grosvenor Holders Holder Representatives in writing (which consent shall not be unreasonably conditioned, withheld, delayed withheld or denieddelayed) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letterrequired by applicable Law, operate its business in the ordinary course and consistent substantially in accordance with past practice. Without limiting the generality of the foregoing, except (x) for actions taken in connection with the Acquiror Extension Approval that are expressly permitted or otherwise expressly contemplated by this Agreement or (y) as consented to by the Grosvenor Holders Holder Representatives in writing (which consent shall not be unreasonably conditioned, withheldwithheld or delayed), delayed or denied) or as set forth on Section 6.5(a) from the date of this Agreement through the earlier of the Acquiror Disclosure LetterClosing or the termination of this Agreement in accordance with Article XII, Acquiror shall not, and Acquiror shall cause IntermediateCo its Subsidiaries not to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by applicable Law:
Appears in 1 contract
Samples: Business Combination Agreement (Saban Capital Acquisition Corp.)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except as expressly required or permitted by this Agreement or any Ancillary Agreement to which Acquiror or Merger Sub is a party (including as contemplated by this Agreementthe PIPE Investment and as necessary to effect the Domestication), as required by applicable Law (including for this purpose any COVID-19 Measures), or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed conditioned or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letterdelayed), use reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror shall not, and shall cause Merger Sub not to, except (w) as otherwise expressly required or permitted by this Agreement or any Ancillary Agreement (including as contemplated by the PIPE Investment and as necessary to effect the Domestication), (x) as required by Law, (y) as consented to by the Grosvenor Holders Company in writing (which consent with respect to clauses (iii), (v), (vi), (vii) and (viii) (to the extent relating to the foregoing items) of this Section 8.5(a) shall not be unreasonably conditioned, withheld, delayed conditioned or denieddelayed) or (z) as set forth on in Section 6.5(a8.5(a) of the Acquiror Disclosure Letter, Acquiror shall not, and Acquiror shall cause IntermediateCo not to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Soaring Eagle Acquisition Corp.)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo to, except Except (i) as contemplated expressly permitted by this AgreementAgreement or the Ancillary Agreements, (ii) as required by applicable Law (including for this purpose any Permitted COVID-19 Measures), (iii) as set forth on Section 6.5(a) of the Acquiror Disclosure Letter or (iv) as consented to by the Grosvenor Holders Company in writing, during the Interim Period, Acquiror shall, and shall cause Merger Sub to, operate its business in the Ordinary Course. Without limiting the generality of the foregoing, except (i) as expressly permitted by this Agreement or the Ancillary Agreements, (ii) as required by applicable Law, (iii) as set forth on Section 6.5(a) of the Acquiror Disclosure Letter or (iv) as consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter, operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as consented to by the Grosvenor Holders in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), Acquiror shall not, and Acquiror shall cause IntermediateCo Merger Sub not to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (CF Finance Acquisition Corp II)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except as explicitly contemplated by this AgreementAgreement (including as contemplated by any of the Subscription Agreements or in connection with the PIPE Investment or Domestication) or the Ancillary Agreements, as required by applicable Law (including for this purpose any COVID-19 Measures), or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), operate its business in the ordinary course and consistent with past practicepractice (which shall include actions (or inactions) required to comply with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester or similar Law, order, directive or guidelines promulgated by any Governmental Authority in connection with or in response to COVID-19). Without limiting the generality of the foregoing, except as explicitly contemplated by this Agreement (including as contemplated by any of the Subscription Agreements or in connection with the PIPE Investment or Domestication) or the Ancillary Agreements, as required by Law or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), Acquiror shall not, and Acquiror shall cause IntermediateCo Merger Sub not to, except as otherwise contemplated by this Agreement or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Reinvent Technology Partners Y)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except as contemplated by this AgreementAgreement (including as contemplated by the Equity Facility or in connection with the Domestication), as required by applicable Law (including for this purpose any COVID-19 Measures)Law, as set forth on Section 7.5 of the Acquiror Disclosure Letter or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as set forth on Section 7.5 of the Acquiror Disclosure Letter or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), Acquiror shall not, and Acquiror shall cause IntermediateCo Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the Equity Facility or in connection with the Domestication) or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Growth for Good Acquisition Corp)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except (i) as contemplated by this AgreementAgreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements, (ii) as required by applicable Law (including for this purpose any COVID-19 Measures), or (iii) as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), use its reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), Acquiror shall not, and Acquiror shall cause IntermediateCo Merger Sub not to, except as otherwise contemplated by this Agreement or (including as contemplated by the PIPE Investment), the Ancillary Agreements or the Forward Purchase Agreement or as required by Law:Law (including COVID-19 Measures):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Khosla Ventures Acquisition Co. II)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except as contemplated by this AgreementAgreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or the Ancillary Agreements, as required by applicable Law (including for this purpose any COVID-19 Measures)Law, as set forth on Section 7.5 of the Acquiror Disclosure Letter or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, except as set forth on Section 7.5 of the Acquiror Disclosure Letter or as consented to by the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), Acquiror shall not, and Acquiror shall cause IntermediateCo Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or the Ancillary Agreements or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Social Capital Hedosophia Holdings Corp. V)
Acquiror Conduct of Business. (a) During the Interim Period, Acquiror shall, and shall cause IntermediateCo Merger Sub to, except (i) as contemplated by this AgreementAgreement (including as contemplated by the PIPE Investment) or the Ancillary Agreements, (ii) as required by applicable Law (including for this purpose any COVID-19 Measures), or (iii) as consented to by Company Holdco or the Grosvenor Holders Company in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter), use its reasonable best efforts to operate its business in the ordinary course and consistent with past practice. Without limiting the generality of the foregoing, Acquiror and Merger Sub shall not except as (x) consented to by the Grosvenor Holders any Company Party in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (y) or as set forth on Section 6.5(a) of the Acquiror Disclosure Letter, Acquiror shall not, and Acquiror shall cause IntermediateCo not to, except as otherwise contemplated by this Agreement or (including as contemplated by the PIPE Investment), the Ancillary Agreements or as the Forward Purchase Agreement, or (z) required by Law:applicable Law (including COVID-19 Measures):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Khosla Ventures Acquisition Co.)