Conduct of Acquiror Pending The Closing. (a) Except as expressly provided by this Agreement or any Ancillary Agreement, as set forth on Section 5.06 of the Acquiror Disclosure Letter, as required by applicable Law or as expressly consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period Acquiror and each of its Subsidiaries will use its respective Commercially Reasonable Efforts to, (i) conduct the Acquiror’s business in the Ordinary Course of the Acquiror’s business in all material respects, (ii) preserve (other than the sale of Assets in the Ordinary Course of the Acquiror’s business) the material Assets of the Acquiror and its Subsidiaries, (iii) preserve in all material respects the material business relationships of the Acquiror business with customers, suppliers, manufacturers, distributors and others with whom the Acquiror business deals in the Ordinary Course of the Acquiror business, and (iv) maintain the goodwill and reputation of the Acquiror business in all material respects, including through advertising, marketing and promoting the products of the Acquiror business in the Ordinary Course of the Acquiror business. Notwithstanding the preceding sentence, during the Pre-Closing Period, Acquiror may, without breach of this Agreement, take such actions as it determines in good faith are commercially reasonable to (w) respond to events resulting, in whole or in part, from the announcement of this Agreement, (x) consummate transactions set forth on Section 5.06 of the Acquiror Disclosure Letter, (y) preserve the Acquiror business and existing material employee, customer and supplier relationships (including replacing any employees of the Acquiror business who cease to be employed by Acquiror and its Subsidiaries) and (z) seek to receive any Consent in respect of the Mercury Licenses.
Conduct of Acquiror Pending The Closing. (a) Except as contemplated by this Agreement or any Other Transaction Agreement and except as set forth in Section 4.06 of the Acquiror Disclosure Letter, between the date of this Agreement and the Closing, Acquiror and each of its Subsidiaries will conduct their respective operations in all material respects only according to the ordinary and usual course of business consistent in all material respects with past practice (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Acquiror).
Conduct of Acquiror Pending The Closing. Acquiror agrees that, between the date of this Agreement and the Closing Date, unless Company shall otherwise agree in writing, (x) the business of Acquiror shall be conducted only in, and Acquiror shall not take any action except in, the ordinary course of business consistent with past practice and (y) Acquiror shall use its best efforts to keep available the services of such of the current officers, significant employees and consultants of Acquiror and to preserve the current relationships of Acquiror with such of the corporate partners, customers, suppliers and other Persons with which Acquiror has significant business relations in order to preserve substantially intact its business organization. Without limitation, Acquiror shall not, between the date of this Agreement and the Closing Date, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Company:
Conduct of Acquiror Pending The Closing. From the date hereof through the Closing Date,
