Common use of Company Conduct of Business Clause in Contracts

Company Conduct of Business. Except (i) as expressly permitted by this Agreement or the Ancillary Agreements, (ii) as reasonably necessary to comply with applicable Law, (iii) as set forth on ‎Section 6.1 of the Company Disclosure Schedules, (iv) for the incurrence of Company Transaction Expenses or (v) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to ‎Article X (the “Interim Period”), the Company shall use its reasonable best efforts, and shall cause the other Group Companies to use their reasonable best efforts, to operate its business in the Ordinary Course and in compliance with applicable Laws in all material respects, and use commercially reasonable efforts to maintain in effect all material Permits of the Group Companies necessary to conduct its business as now conducted, and to maintain and preserve the Company’s and the other Group Companies’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which any of the Group Companies has material business relations. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary Agreements, (B) as required by applicable Law, (C) as set forth on ‎Section 6.1 of the Company Disclosure Schedules, (D) for the incurrence of Company Transaction Expenses; or (E) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld or delayed or denied), the Company shall not, and shall cause the other Group Companies not to, directly or indirectly:

Appears in 1 contract

Samples: Business Combination Agreement (Bite Acquisition Corp.)

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Company Conduct of Business. Except (i) as expressly permitted by this Agreement or the Ancillary Agreements, (ii) as reasonably necessary to comply with required by applicable Law, Governmental Authority, or any Contract to which any of the Nettar companies is a party; (iii) as required by Permitted COVID-19 Measures, (iv) as set forth on ‎Section 6.1 Section 6.3 of the Company Disclosure SchedulesLetter, (ivv) for the incurrence of Company Transaction Expenses or (vvi) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denieddenied and in any event, such consent shall be deemed given if SPAC has not affirmatively denied consent in writing within five (5) Business Days of receipt of the Company’s written request for consent), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to ‎Article Article X (the “Interim Period”), the Company shall use its reasonable best effortsshall, and shall cause the other Group Nettar Companies to use their reasonable best effortsto, to and each Acquisition Entity shall, operate its business in the Ordinary Course and in compliance with applicable Laws in all material respects, and use commercially reasonable efforts to maintain in effect all material Permits of the Group Companies necessary to conduct its business as now conducted, and to maintain and preserve the Company’s and the other Group Companies’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which any of the Group Companies has material business relationsCourse. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary Agreements, (B) as required by applicable Law, (C) as set forth on ‎Section 6.1 Section 6.3 of the Company Disclosure SchedulesLetter, (D) for the incurrence of Company Transaction Expenses, (E) as required by COVID-19 Measures or Permitted COVID-19 Measures; or (EF) as consented to by SPAC in writing (which consent consent, except with respect to clauses (i) and (l) below, shall not be unreasonably conditioned, withheld or withheld, delayed or denied, and in any event, such consent shall be deemed given if SPAC has not affirmatively denied consent in writing within five (5) Business Days of receipt of the Company’s written request for consent), the Company shall not, and shall cause the other Group Nettar Companies not to, directly or indirectlyand each Acquisition Entity shall not:

Appears in 1 contract

Samples: Agreement and Plan of Merger (CF Acquisition Corp. V)

Company Conduct of Business. Except (i) as expressly permitted by this Agreement or the Ancillary Agreements, (ii) as reasonably necessary to comply with applicable Law, (iii) as set forth on ‎Section Section 6.1 of the Company Disclosure Schedules, (iv) for the incurrence of Company Transaction Expenses or (v) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to ‎Article Article X (the “Interim Period”), the Company shall use its reasonable best efforts, and shall cause the other Group Companies to use their reasonable best efforts, to operate its business in the Ordinary Course and in compliance with applicable Laws in all material respects, and use commercially reasonable efforts to maintain in effect all material Permits of the Group Companies necessary to conduct its business as now conducted, and to maintain and preserve the Company’s and the other Group Companies’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which any of the Group Companies has material business relations. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary Agreements, (B) as required by applicable Law, (C) as set forth on ‎Section Section 6.1 of the Company Disclosure Schedules, (D) for the incurrence of Company Transaction Expenses; or (E) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld or delayed or denied), the Company shall not, and shall cause the other Group Companies not to, directly or indirectly:

Appears in 1 contract

Samples: Business Combination Agreement (Jupiter Acquisition Corp)

Company Conduct of Business. Except (i) as expressly permitted by this Agreement or the Ancillary Agreements, (ii) as reasonably necessary to comply with required by applicable Law, Governmental Authority, or any Contract to which any of the AUM Companies is a party; (iii) as required by Permitted COVID-19 Measures, (iv) as set forth on ‎Section 6.1 in Section 6.2 of the Company Disclosure SchedulesLetter, (ivv) for the incurrence of Company Transaction Expenses or (vvi) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denieddenied and in any event, such consent shall be deemed given if SPAC has not affirmatively denied consent in writing within five (5) Business Days of receipt of the Company’s written request for consent), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to ‎Article Article X (the “Interim Period”), the Company shall use its reasonable best effortsshall, and shall cause the other Group AUM Companies to use their reasonable best effortsto, to and each Acquisition Entity shall, operate its business in the Ordinary Course and in compliance with applicable Laws in all material respects, and use commercially reasonable efforts to maintain in effect all material Permits of the Group Companies necessary to conduct its business as now conducted, and to maintain and preserve the Company’s and the other Group Companies’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which any of the Group Companies has material business relationsCourse. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary Agreements, (B) as required by applicable Law, (C) as set forth on ‎Section 6.1 in Section 6.2 of the Company Disclosure SchedulesLetter, (D) for the incurrence of Company Transaction Expenses; , or (E) as consented to by SPAC in writing (which consent consent, except with respect to clauses (i) and (l) below, shall not be unreasonably conditioned, withheld or withheld, delayed or denied), the Company shall not, and shall cause the other Group AUM Companies not to, directly or indirectlyand each Acquisition Entity shall not:

Appears in 1 contract

Samples: Business Combination Agreement (Mountain Crest Acquisition Corp. V)

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Company Conduct of Business. Except (i) as expressly permitted by this Agreement or the Ancillary AgreementsAgreements or as contemplated by the Plan of Arrangement (without limiting the generality of this clause (i), including in respect of the Cosmic Amendments), (ii) as reasonably necessary to comply with required by applicable Law, Governmental Authority, or any Contract to which any of the Rumble Companies is a party; (iii) as required by Permitted COVID-19 Measures, (iv) as set forth on ‎Section 6.1 5.2 of the Company Disclosure SchedulesLetter, (ivv) for the incurrence of Company Transaction Expenses or (vvi) as consented to by SPAC in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denieddenied and in any event, such consent shall be deemed given if SPAC has not affirmatively denied consent in writing within five (5) Business Days of receipt of the Company’s written request for consent), from the date of this Agreement through the earlier of the Closing or valid termination of this Agreement pursuant to ‎Article X IX (the “Interim Period”), the Company shall use its reasonable best effortsshall, and shall cause the other Group Rumble Companies to use their reasonable best effortsto, to operate its business in the Ordinary Course and in compliance with applicable Laws in all material respects, and use commercially reasonable efforts to maintain in effect all material Permits of the Group Companies necessary to conduct its business as now conducted, and to maintain and preserve the Company’s and the other Group Companies’ business organization, properties, employees, goodwill and business relationships with customers, suppliers, partners and other Persons with which any of the Group Companies has material business relationsCourse. Without limiting the generality of the foregoing, except (A) as expressly permitted by this Agreement or the Ancillary AgreementsAgreements or as contemplated by the Plan of Arrangement (without limiting the generality of this clause (A), including in respect of the Cosmic Amendments), (B) as required by applicable Law, (C) as set forth on ‎Section 6.1 5.2 of the Company Disclosure SchedulesLetter, (D) for the incurrence of Company Transaction Expenses, (E) as required by COVID-19 Measures or Permitted COVID-19 Measures; or (EF) as consented to by SPAC in writing (which consent consent, except with respect to clauses (i), (l), and (m) (to the extent affecting the calculation of the Company Closing Cash) below, shall not be unreasonably conditioned, withheld or withheld, delayed or denied, and in any event, such consent shall be deemed given if SPAC has not affirmatively denied consent in writing within five (5) Business Days of receipt of the Company’s written request for consent), the Company shall not, and shall cause the other Group Rumble Companies not to, directly or indirectly:

Appears in 1 contract

Samples: Business Combination Agreement (CF Acquisition Corp. VI)

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