Common use of Conduct of Business by Target Clause in Contracts

Conduct of Business by Target. Pending the Merger. Target covenants and agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise agree in writing, the business of Target shall be conducted only in, and Target shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and Target shall use its best efforts to preserve substantially intact the business organization of Target, to keep available the services of the present officers, employees and consultants of Target and to preserve the present relationships of Target with customers, suppliers and other persons with which Target has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not, directly or indirectly, do, or propose to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld:

Appears in 3 contracts

Samples: Plan and Agreement of Merger (Genesis Electronics Group, Inc.), Plan and Agreement of Merger (Black Bird Potentials Inc.), Plan and Agreement of Merger (Ubroadcast, Inc.)

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Conduct of Business by Target. Pending the Merger. Target covenants and agrees that, between the date of this Agreement and the Effective Time, unless Parent Acquiror shall otherwise agree in writing, the business of Target shall be conducted only in, and Target shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and Target shall use its best efforts to preserve substantially intact the business organization of Target, to keep available the services of the present officers, employees and consultants of Target and to preserve the present relationships of Target with customers, suppliers and other persons with which Target has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, Target shall not, directly or indirectly, do, or propose to do, any of the following without the prior written consent of ParentAcquiror, which consent shall not be unreasonably withheld:

Appears in 1 contract

Samples: Plan and Agreement of Merger (Safedox, Inc.)

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