Affirmative Obligations. Except (a) as expressly required by this Agreement; (b) as set forth in Section 5.1 of the Company Disclosure Letter; (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law or (e) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to (i) maintain its existence in good standing pursuant to applicable Law; (ii) conduct its business and operations in the ordinary course of business; and (iii) use its commercially reasonable efforts to preserve intact its material assets, properties, Contracts or other legally binding understandings, licenses and business organizations; provided, that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act of the Company or any of its Subsidiaries in order to comply with the express requirements of any subsection of Section 5.2 shall in and of itself be deemed a breach of this Section 5.1.
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Samples: Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (Open Text Corp)
Affirmative Obligations. Except (a) as expressly required contemplated by this Agreement; , (b) as set forth in Section 5.1 5.2 of the Company Disclosure Letter; , (c) as expressly prohibited by Section 5.2; (d) as required by applicable Law Law, or (ed) as approved by Parent in writing in advance by Parent (which approval will shall not be unreasonably withheld, conditioned or delayed), at all times during the Pre-Closing Periodperiod from the execution and delivery of this Agreement until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, use its reasonable best efforts to (i) maintain its existence in good standing pursuant to applicable Law; (ii) conduct its business and operations in all material respects in the ordinary course of businessbusiness consistent with past practice; and (iiiii) use its commercially reasonable efforts to (A) preserve intact in all material respects its material assetscurrent business organization, properties, Contracts or other legally binding understandings, licenses ongoing businesses and business organizationsits significant relationships with commercial counterparties; provided, and (B) keep available the services of its current officers and key employees; provided that notwithstanding anything in this Section 5.1 to the contrary, no action by or failure to act of the Company or any of its Subsidiaries in order with respect to comply with the express requirements of matters specifically addressed by any subsection provision of Section 5.2 shall in and of itself be deemed a breach of this sentence unless such action would constitute a breach of such relevant provision of Section 5.15.2.
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