Company Conduct of Business Prior to the Effective Time. Except as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all necessary licenses, Permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its executive officers and key employees on commercially reasonable terms and (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with it. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 of the Company Disclosure Letter, and except as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, without the prior written consent of Parent in each instance (such consent (x) to be deemed given if Parent does not notify the Company in writing that it is not providing such consent with respect to such matter within five Business Days after the Company has requested such consent and (y) other than with respect to clauses (a), (b) or (d) below, such consent not to be unreasonably withheld, conditioned or delayed):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hillshire Brands Co), Agreement and Plan of Merger (Tyson Foods Inc), Agreement and Plan of Merger (Tyson Foods Inc)
Company Conduct of Business Prior to the Effective Time. Except as set forth in Section 5.1 of the Company Disclosure Letter, as expressly contemplated or permitted by this Agreement, as expressly contemplated by the Pigments Business Disposition Agreement, or as required by applicable Law, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writingwriting (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause the Company Subsidiaries to, conduct its business and their respective businesses in the ordinary course consistent with past practice and practice, use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all its and their current Permits as necessary licensesto operate their businesses, Permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its and their executive officers and key employees on commercially reasonable terms and (iv) maintain satisfactory its and their relationships with its and their customers, lenders, suppliers and others having material business relationships with itit or any of them, in each case consistent with past practice. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 5.1 of the Company Disclosure Letter, and except as expressly contemplated or permitted by this Agreement, as expressly contemplated by the Pigments Business Disposition Agreement, or as required by applicable Law, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, without the prior written consent of Parent in each instance (such consent (x) to be deemed given if Parent does not notify the Company in writing that it is not providing such consent with respect to such matter within five Business Days after the Company has requested such consent and (y) other than with respect to clauses (a), (b) or (d) below, such consent not to be unreasonably withheld, conditioned or delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rockwood Holdings, Inc.), Agreement and Plan of Merger (Albemarle Corp)
Company Conduct of Business Prior to the Effective Time. Except as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, unless Parent otherwise agrees in writing, the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course consistent with past practice and use commercially reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all necessary licenses, Permits, consents, franchises, approvals and authorizations, (iii) keep available the services of its executive officers and key employees on commercially reasonable terms and (iv) maintain satisfactory relationships with its customers, lenders, suppliers and others having material business relationships with itit and with Food Authorities. Without limiting the generality of the foregoing, and except as set forth in Section 6.1 5.1 of the Company Disclosure Letter, and except as expressly contemplated or permitted by this Agreement, during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, without the prior written consent of Parent in each instance (such consent (x) to be deemed given if Parent does not notify the Company in writing that it is not providing such consent with respect to such matter within five Business Days after the Company has requested such consent and (y) other than with respect to clauses (a), (b) or (d) below, such consent ) not to be unreasonably withheld, conditioned or delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pinnacle Foods Inc.), Agreement and Plan of Merger (Hillshire Brands Co)
