Conduct of Business During Interim Period. (a) Except as contemplated or required by this Agreement or as expressly consented to in writing by ALZA, during the period from the date of this Agreement to the Effective Time, each of SEQUUS and its Subsidiaries will (i) conduct its operations in all material respects according to its ordinary and usual course of business consistent with past practice, (ii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which could reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise contemplated by or expressly provided in this Agreement or Section 5.1 of the SEQUUS Disclosure Statement, prior to the Effective Time neither SEQUUS nor any of its Subsidiaries will, without the prior written consent of ALZA, directly or indirectly, do any of the following:
Conduct of Business During Interim Period. Except as contemplated or required by this Agreement or as expressly consented to in writing by Newbridge, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Effective Time, each of Stel and its Subsidiaries will (i) conduct its operations according to its ordinary and usual course of business consistent with past practice, (ii) use all commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated by this Agreement, the Stock Option Agreement or the Technology Option Agreement. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither Stel nor any of its Subsidiaries will, without the prior written consent of Newbridge, directly or indirectly, do any of the following:
Conduct of Business During Interim Period. Except as contemplated or required by this Agreement or as expressly agreed to in writing by Buyer, during the period from the date of this Agreement to the Effective Time, Target shall (and shall cause Target Subsidiary to): (i) conduct its operations according to its ordinary and usual course of business consistent with past practice, (ii) collect all accounts receivable in a manner consistent with past practices, (iii) pay all accounts payable in a manner consistent with past practice, (iv) use commercially reasonable efforts to preserve intact its business organization, keep available the services of its employees and maintain satisfactory relationships with its suppliers, distributors, customers and others having business relationships with it and (v) not take any action that would adversely affect its ability to complete the Merger or any of the other transactions contemplated by this Agreement. Without limiting the generality of the foregoing and except as otherwise expressly contemplated, required or permitted by this Agreement or as set forth in Schedule 6.1, before the Effective Time Target shall not (and Target shall not cause or permit Target Subsidiary to), without the prior written consent of Buyer (which consent or denial of consent will not be unreasonably delayed) directly or indirectly, do any of the following:
Conduct of Business During Interim Period. (a) Except as contemplated or required by this Agreement, or as set forth in Section 5.01(a) of the Endwave Disclosure Schedule, or as expressly consented to in writing by GigOptix, which consent shall not be unreasonably withheld, conditioned or delayed, during the period from the Agreement Date to the earlier of the termination of this Agreement or the Effective Time, each of Endwave and its Subsidiaries will (i) conduct its operations according to its ordinary and usual course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action that would reasonably be expected to adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Endwave shall also comply with the obligations set forth in Section 5.01(a) of the Endwave Disclosure Schedule. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement or Effective Time neither Endwave nor any of its Subsidiaries will, without the prior written consent of GigOptix (which consent shall not be unreasonably withheld, conditioned or delayed), directly or indirectly, do any of the following:
Conduct of Business During Interim Period. During the Interim Period, the Company shall conduct its business in the ordinary course in all material respects and use its reasonable efforts to preserve intact in all material respects the business organization of its business. In addition, to the extent the Company is permitted to do so under applicable Laws, the Asset Documents, and applicable confidentiality obligations, and to the extent that the following are reasonably within the Company’s control, the Company shall:
Conduct of Business During Interim Period. Avista covenants and agrees that:
Conduct of Business During Interim Period. During the Interim Period, and taking into consideration the fact that Avista is not the Operator and except as provided for in Section 7.1(a) or as reasonably necessary under emergency circumstances (or if required or prohibited pursuant to applicable Law or the Ownership and Operation Agreement), and always subject to and consistent with the extent of Avista’s rights and limitations under the Ownership and Operation Agreement (but without in any way limiting the provisions of Section 7.11), Avista shall comply with the following:
Conduct of Business During Interim Period. Except as contemplated or required by this Agreement, during the period from the date of this Agreement through the Closing Date or earlier termination of this Agreement, Extensity shall (and shall cause the Extensity Subs) to: (i) conduct its business and operations according to their ordinary and usual course consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its business organization and (iii) use commercially reasonable efforts to keep available the services of its officers and employees in each business function and promote and maintain at least the same quality of relationship with each of its suppliers, customers and others having important relationships with Extensity or an Extensity Sub that Extensity or the Extensity Sub has, at present, with those Persons. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, before the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, neither Extensity nor any Extensity Sub shall, without the prior written consent of Geac:
Conduct of Business During Interim Period. Except as contemplated or required by this Agreement, as set forth on Schedule 5.1 to the TCA Disclosure Statement or Schedule 5.1 to the Thoratec Disclosure Statement, or as expressly consented to in writing by Thoratec or TCA, as the case may be, during the period from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, each of TCA and its Subsidiaries, on the one hand, and Thoratec and the Thoratec Subsidiaries, on the other hand, shall (i) conduct its operations according to its ordinary and usual course of business consistent with past practice, (ii) use commercially reasonable efforts to preserve intact its business organization, to keep available the services of its officers and employees in each business function and to maintain satisfactory relationships with suppliers, distributors, customers and others having business relationships with it, and (iii) not take any action which would adversely affect its ability to consummate the Merger or the other transactions contemplated hereby. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement, prior to the earlier of the termination of this Agreement and the Effective Time, neither TCA nor any of its Subsidiaries will, without the prior written consent of Thoratec, and neither Thoratec nor any Thoratec Subsidiary will, without the prior written consent of TCA, directly or indirectly, do any of the following:
Conduct of Business During Interim Period. PSE covenants and agrees that:
