Conduct of Business by Buyer. Buyer has informed Seller that after Closing, the Business will be conducted by the Buyer through the Company and the Subsidiaries and/or other subsidiaries of Buyer (collectively, the "NCO Companies").
Conduct of Business by Buyer. During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.28 of the Buyer’s Disclosure Letter, (ii) as otherwise contemplated by this Agreement, (iii) as Seller shall otherwise consent in writing, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) as required by Law or the terms of any Contract disclosed in the Buyer’s Disclosure Letter or not required to be disclosed in the Buyer’s Disclosure Letter, Buyer covenants and agrees that it shall not, and it shall cause its Subsidiaries not to, take any of the following actions:
Conduct of Business by Buyer. (a) During the Interim Period, except as (i) expressly provided by this Agreement, (ii) required by Law or (iii) consented to in writing by Sellers’ Representative (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not, and shall cause its Subsidiaries not to:
Conduct of Business by Buyer. Pending the Acquisition. Buyer covenants and agrees that, prior to the Closing, except (i) if the Seller shall otherwise consent in writing (such consent not to be unreasonably withheld or delayed), (ii) as expressly permitted or required pursuant to this Agreement, (iii) as set forth in Section 5.2 of the Buyer Disclosure Letter or as otherwise specifically required by the transactions contemplated hereby or (iv) for transactions between or among Buyer and the Buyer Subsidiaries, Buyer shall not directly or indirectly, and shall not permit any of the Buyer Subsidiaries to, do any of the following:
Conduct of Business by Buyer. During the period from the Closing Date until the date on which all amounts due from Buyer to Seller for the Deferred Payment and the Contingent Payment, if any, have been paid, Buyer shall conduct the Business diligently and in good faith, and shall use reasonable efforts to avoid taking any action which would diminish the revenue, margins, and bookings of the Business.
Conduct of Business by Buyer. (a) During the Interim Period, except as required or permitted by this Agreement, as set forth in Section 5.2 of the Buyer Disclosure Schedule, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall (x) carry on its business in the ordinary course consistent with past practice and (y) use commercially reasonable efforts to preserve its present business organization and material business relationships. Without limiting the generality of the foregoing, during the Interim Period, except as required or permitted by this Agreement, as set forth in Section 5.2 of the Buyer Disclosure Schedule, or with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not (and with respect to clauses (ii), (vi) (vii), (viii), (ix) or (x) below or, with respect to the foregoing, clause (xi) below, it shall cause each of its Subsidiaries not to), directly or indirectly:
Conduct of Business by Buyer. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing Date, without the prior written consent of Seller, Buyer shall not do any of the following:
Conduct of Business by Buyer. During the period from the date of this Agreement to the Closing Date, except as expressly contemplated by this Agreement or except with the prior written consent of the Company, Buyer shall carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and as it is currently proposed to be conducted and in compliance in all material respects with all applicable Laws and regulations and, to the extent consistent therewith, use all commercially reasonable efforts to preserve intact its current business organizations, keep available the services of its key officers and employees and preserve its material relationships with customers, suppliers, licensors, licensees, distributors and others having business dealings with Buyer. In addition, during the period from the date of this Agreement to the Closing Date the Buyer shall not, directly or indirectly, other than as required by Law or pursuant to obligations in effect as of the date hereof that have been disclosed or reflected in Filed Buyer SEC Documents or Schedule 3.8, without the prior written consent of the Company:
Conduct of Business by Buyer. Except as set forth in Section 4.2 of the Buyer Disclosure Schedule, as contemplated by this Agreement or consented to by the Company in writing (which consent shall not be unreasonably withheld or delayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time, Buyer shall, and shall cause each subsidiary of Buyer to, carry on its business in all material respects in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in material compliance with all applicable laws and regulations, pay its debts and Taxes when due subject to good faith disputes over such debts or Taxes, pay or perform other material obligations when due, subject to good faith disputes over such obligations, and use its commercially reasonable efforts consistent with past practices and policies to preserve its relationships with material customers, suppliers, distributors, licensors and others with which it has material business dealings. Without limiting the generality of the foregoing, except as set forth in the corresponding subsection of Section 4.1 of the Buyer Disclosure Schedule or as contemplated by this Agreement, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms and the Effective Time and except as provided in Section 4.2 of the Buyer Disclosure Schedule, without the prior written consent of the Company (which consent shall not be unreasonably withheld), Buyer shall not and shall not permit its subsidiaries to (unless required by Law or the regulations and requirements of any stock exchange or regulatory organization applicable to Buyer and any of its subsidiaries) do any of the following:
Conduct of Business by Buyer. During the period from the date of this Agreement to the Closing Date, except (i) as set forth in Section 5.28 of the Buyer’s Disclosure Letter, (ii) as otherwise contemplated by this Agreement, (iii) as Seller shall otherwise consent in writing, such consent not to be unreasonably withheld, conditioned or delayed, and (iv) as required by Law or the terms of any Contract disclosed in the Buyer’s Disclosure Letter or not required to be disclosed in the Buyer’s Disclosure Letter, Buyer covenants and agrees that it shall not, and it shall cause its Subsidiaries not to, take any of the following actions: (a) amend the charter, bylaws or similar organizational documents of Buyer or (except as may be required in connection with the Debt Financing (i) in a manner that would not be adverse to Seller and (ii) that will not become effective prior to Closing) any of its Subsidiaries; (b) issue or agree to issue any additional shares of capital stock, or issue or agree to issue any other equity interests or securities convertible into or exchangeable or exercisable for, or options with respect to, or warrants to purchase or rights to subscribe for, shares of capital stock of any of Buyer or any of its Subsidiaries, or sell, transfer or otherwise dispose of or encumber any shares of capital stock of any of Buyer or any of its Subsidiaries, except in each case for (i) any issuance, sale, transfer or disposition to Buyer or a Subsidiary of Buyer, (ii) the issuance of shares of Buyer Common Stock upon the exercise or vesting of equity awards issued pursuant to the Buyer Equity Compensation Plans, and (iii) the grant of equity awards to directors, officers and employees in the ordinary course of business; (c) adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization under local Law; (d) declare, set aside, or pay any dividend or other distribution payable in stock or property with respect to its capital stock or other equity interests therein, except for any dividend or distribution to Buyer or a Subsidiary of Buyer and quarterly cash dividends on Buyer Common Stock in the ordinary course of business; (e) in the case of Buyer, reclassify, combine, split, subdivide or redeem, or purchase or otherwise acquire, directly or indirectly, any of its capital stock, except pursuant to any board authorized buyback programs in effect on the date of this Agreement; (f) grant to any other Person the righ...
