Conduct of Business Before the Closing Date. (a) From the date of this Agreement until the Effective Time or earlier termination of this Agreement in accordance with its terms, except as listed on Section 6.01 of the Parent Disclosure Letter, as otherwise expressly permitted or contemplated hereby, as required by applicable Law or a Governmental Entity or with the prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent shall, and shall cause each of the Parent Subsidiaries to, (i) use commercially reasonable efforts to conduct its business in all material respects in the Ordinary Course of Business and (ii) use commercially reasonable efforts to (A) preserve substantially intact its business organization, (B) preserve its current beneficial relationships with any Persons (including suppliers, partners, contractors, distributors, customers, advertisers, licensors and licensees) with which it has material business relations and (C) retain the services of its executive officers and key employees.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)
Conduct of Business Before the Closing Date. (a) From the date of this Agreement until the Effective Time or earlier termination of this Agreement in accordance with its terms, except as listed on Section 6.01 5.01 of the Parent Company Disclosure Letter, as otherwise expressly permitted or contemplated hereby, as required by applicable Law or a Governmental Entity or with the Parent’s prior written consent of the Company (such consent not to be unreasonably withheld, conditioned or delayed), Parent the Company shall, and shall cause each of the Parent Company Subsidiaries to, (i) use commercially reasonable efforts to conduct its business in all material respects in the Ordinary Course of Business and (ii) use commercially reasonable efforts to (A) preserve substantially intact its business organization, (B) preserve its current beneficial relationships with any Persons (including suppliers, partners, contractors, distributors, customers, advertisers, licensors and licensees) with which it has material business relations and (C) retain the services of its executive officers and key employees.
Appears in 2 contracts
Samples: Management and Advisory Agreement (Gannett Co., Inc.), Management and Advisory Agreement (New Media Investment Group Inc.)