Conduct of Business by the. Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:
Conduct of Business by the. Company Pending the Merger. Except as otherwise contemplated by this Agreement or disclosed in Section 5.01 of the Company Disclosure Schedule, after the date hereof and prior to the Effective Time or earlier termination of this Agreement, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its subsidiaries to:
Conduct of Business by the. Company Pending the Closing. Except as expressly contemplated by this Agreement or as required in connection with the Restructuring (including in any proceedings required under the Bankruptcy Code in connection with the Restructuring) or as set forth on Schedule 4.1, during the period between the date of this Agreement and the Closing, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business only in the ordinary course and consistent with past practice, (ii) use reasonable efforts to preserve and maintain its assets and properties and its relationships with its customers, suppliers, advertisers, distributors, agents, officers and employees and other Persons with which it has significant business relationships, (iii) use reasonable efforts to maintain all of the material assets it owns or uses in the ordinary course of business consistent with past practice, (iv) use reasonable efforts to preserve the goodwill and ongoing operations of its business, (v) maintain its books and records in the usual, regular and ordinary manner, on a basis consistent with past practice and (vi) comply in all material respects with applicable Laws.
Conduct of Business by the. Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except (a) as may be required by Law, (b) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (c) as may be expressly required or permitted pursuant to this Agreement, or (d) as set forth in Section 6.1 of the Company Disclosure Letter, (x) the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business, and to the extent consistent therewith, the Company shall use its commercially reasonable efforts to preserve substantially intact the material components of their current business organization, taken as a whole, and to preserve in all material respects their present relationships with their employees, and the key customers and suppliers with which they have material business relations, taken as a whole (provided, however, that no action by the Company or any of its Subsidiaries, as applicable, with respect to matters specifically addressed by any provision of the immediately succeeding clause (y) shall be deemed a breach of the foregoing unless such action would constitute a breach of such provision of the immediately succeeding clause (y)); and (y) the Company shall not, and shall not permit any of its Subsidiaries to:
Conduct of Business by the. Company Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company covenants and agrees that, unless COL shall otherwise agree in writing, other than actions taken by the Company in contemplation of the Merger, the Company shall not directly or indirectly do, or propose to take or agree in writing or otherwise to take any action which would prevent the Company from performing or cause the Company not to perform its obligations hereunder.
Conduct of Business by the. Finance Parties
Conduct of Business by the. Company Pending the Closing. ------------------------------------------------------ Except as contemplated by this Agreement, the Stockholders covenant and agree that, during the period between the date of this Agreement and through and including the Closing Date, unless the Parent shall otherwise agree in writing, the Business shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business and in a manner consistent with past practice. The Stockholders will not take, and will not permit the Company to take, any action that would cause any representation or warranty made by the Stockholders in this Agreement to become untrue in any material respect.
Conduct of Business by the. Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 7.1 (the “Pre-Closing Period”), except (i) as may be required by Law, (ii) as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly permitted pursuant to this Agreement, or (iv) as set forth in Schedule 5.1 of the Company Disclosure Schedules, (w) the business of the Company and its subsidiaries shall be conducted only in the ordinary course of business and in a manner consistent with past practice in all material respects; (x) the Company shall use its reasonable best efforts to preserve intact its business organization, to keep available the services of its officers and employees and to preserve the relationships with those persons having business relationships with the Company or any of its subsidiaries, in each case in the ordinary course of business consistent with past practice and (y) without limiting the generality of the foregoing, the Company shall not, and shall not permit any of its subsidiaries, to:
Conduct of Business by the. COMPANY ENTITIES; -------------------------------------------- LEGACY TRANSACTION COSTS. ------------------------ (a) During the period commencing on the date of this Agreement and ending on the Closing Date, each of Solutia and the Akzo Nobel Entities shall cause the Company Entities to, and each party hereto shall cause the Company Subsidiaries to, use commercially reasonable efforts to (i) preserve intact the present business organization of the Company Entities and Company Subsidiaries and operate the businesses of the Company Entities and Company Subsidiaries in the ordinary course consistent with past practice, (ii) maintain and preserve intact the businesses, assets and properties of the Company Entities and Company Subsidiaries and maintain satisfactory relationships with licensors, suppliers, creditors, distributors, customers, key executive employees and others having material business relationships with their business, (iii) maintain the books of account, records and files of the Company Entities and Company Subsidiaries, all in the ordinary course of business and consistent with past practice, and (vi) manage the Cash and net working capital of the businesses in a manner consistent with past practices and not take any action that would or would reasonably be expected to artificially increase or decrease the amount of Cash or net working capital. As soon as reasonably practicable after the date hereof, but in no event later than ten (10) days prior to the Closing Date, the Company Entities will deliver to Solutia and the Akzo Nobel Entities a balance sheet of Flexsys Holding, as of December 31, 2006, prepared in accordance with the generally accepted accounting principles in the Netherlands.
