Common use of Conduct of Business by Xxxxxx Clause in Contracts

Conduct of Business by Xxxxxx. Except (i) for matters set forth in Section 5.1(b) of the Meadow Disclosure Schedule, (ii) as expressly permitted by or required in accordance this Agreement, (iii) as required by applicable Law, (iv) for COVID-19 Measures and Responses, or (v) as may be consented to in writing by Xxxx (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period, Meadow shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the Ordinary Course of Business. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Meadow Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of Xxxx (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Meadow shall not, and shall not permit any of its Subsidiaries to, do any of the following (provided that no such consent of Iris shall be required to the extent Meadow reasonably believes, based on its outside counsel’s advice, that obtaining such consent constitutes a violation of any applicable Laws):

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (Infinity Pharmaceuticals, Inc.), Agreement and Plan of Merger (MEI Pharma, Inc.)

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Conduct of Business by Xxxxxx. Except (i) for matters set forth in Section 5.1(b) of the Meadow Parent Disclosure Schedule, (ii) as Letter or otherwise expressly permitted or expressly contemplated by this Agreement (including to effect any of the transactions contemplated hereby) or required in accordance this Agreement, (iii) as required by applicable Law, (iv) for COVID-19 Measures and Responses, Law or (v) as may be consented to in writing by Xxxx with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), during the Pre-Closing Period, Meadow Parent shall, and shall cause each of its Subsidiaries Parent Subsidiary to, (i) use commercially reasonable efforts to conduct its business in the Ordinary Course of Businessordinary course consistent with past practice in all material respects and (ii) use commercially reasonable efforts to preserve intact its business organization and material business relationships. In addition, and without limiting the generality of the foregoing, except for matters set forth in the Meadow Parent Disclosure Schedule Letter or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law or with the prior written consent of Xxxx the Company (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, Meadow Parent shall not, and shall not permit any of its Subsidiaries Parent Subsidiary to, do any of the following (provided that no such consent of Iris shall Parent may be required to the extent Meadow the Company reasonably believes, based on its outside counsel’s advice, that obtaining such consent constitutes a violation of may violate any applicable Laws):

Appears in 1 contract

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

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