Acquiror Conduct of Business. (a) From and after the date of this Agreement until the earlier of the Closing or the termination of this Agreement, Acquiror shall, and shall cause Merger Sub to, except as expressly contemplated by this Agreement (including as contemplated by the PIPE Investment or in connection with the Domestication) or the Ancillary Agreements, as required by applicable Law, as set forth on Section 7.5 of the Acquiror Disclosure Letter or as expressly consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed), 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 Company in writing (which consent shall not be unreasonably conditioned, withheld or delayed if such matter is in furtherance of the transactions contemplated by this Agreement), Acquiror shall not, and Acquiror shall cause 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 (One)
Acquiror Conduct of Business. (a) From and after During the date of this Agreement until the earlier of the Closing or the termination of this AgreementInterim Period, Acquiror shall, and shall cause Merger Sub its Subsidiaries, including the Purchasers to, except as expressly otherwise contemplated by this Agreement (including as contemplated by the Section 7.9, PIPE Investment Investment, the Forward Purchase Transaction or in connection with the Domestication) or ), the Ancillary Agreements, as required by applicable Law, as set forth on Section 7.5 of or the Acquiror Disclosure Letter Obagi Merger Agreement and the transaction contemplated hereby and thereby or as expressly consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), 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 Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed if such matter is in furtherance of the transactions contemplated by this Agreementdenied), Acquiror shall not, and Acquiror shall cause Merger Sub the Purchasers not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment Investment, the Forward Purchase Transaction or in connection with the Domestication) or ), the Ancillary Agreements Agreements, the Obagi Merger Agreement and the transaction contemplated hereby and thereby or as required by Law:
Appears in 1 contract
Samples: Equity Purchase Agreement (Waldencast Acquisition Corp.)
Acquiror Conduct of Business. (a) From and after During the date of this Agreement until the earlier Interim Period, except as set forth on Section 7.5(a) of the Closing or the termination of this AgreementAcquiror Disclosure Letter, Acquiror shall, and shall cause Merger Sub to, except as expressly required by Law, as contemplated by this Agreement (including as contemplated by the Backstop Commitment, the Forward Purchase Commitment and any PIPE Investment or in connection with the Domestication) or ), in connection with the Ancillary Agreements, as required by applicable Law, as set forth on Section 7.5 of the Acquiror Disclosure Letter Domestication or as expressly consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), 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 Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed if such matter is in furtherance of the transactions contemplated by this Agreementdenied), Acquiror shall not, and Acquiror shall cause Merger Sub not to, except as otherwise contemplated by this Agreement (including as contemplated by the Backstop Commitment, the Forward Purchase Commitment or any 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 (Tiga Acquisition Corp.)
Acquiror Conduct of Business. (a) From and after During the date of this Agreement until the earlier of the Closing or the termination of this AgreementInterim Period, Acquiror shall, and shall cause its Subsidiaries, including Merger Sub Sub, to, except otherwise as expressly contemplated by this Agreement (including as contemplated by Section 7.11, the PIPE Investment Investment, the Forward Purchase Transaction or in connection with the Domestication) or ), the Ancillary Agreements, as required by applicable Law, as set forth on Section 7.5 of or the Acquiror Disclosure Letter Milk Equity Purchase Agreement and the transaction contemplated hereby and thereby or as expressly consented to by the Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayeddenied), 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 Company in writing (which consent shall not be unreasonably conditioned, withheld withheld, delayed or delayed if such matter is in furtherance of the transactions contemplated by this Agreementdenied), Acquiror shall not, and Acquiror shall cause its Subsidiaries, including Merger Sub Sub, not to, except as otherwise contemplated by this Agreement (including as contemplated by the PIPE Investment Investment, the Forward Purchase Transaction or in connection with the Domestication) or ), the Ancillary Agreements Agreements, the Milk Equity Purchase Agreement and the transaction contemplated hereby and thereby or as required by Law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Waldencast Acquisition Corp.)