Common use of Conduct of Business in the Ordinary Course Clause in Contracts

Conduct of Business in the Ordinary Course. Each of Global and U S WEST covenants and agrees that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto or as otherwise expressly contemplated hereby, the business of such Party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global and U S WEST and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the other:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Global Crossing LTD), Agreement and Plan of Merger (U S West Inc /De/)

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Conduct of Business in the Ordinary Course. Each of Global MacManus and U S WEST Xxx Group covenants and agrees that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 5.2 hereto or as otherwise expressly contemplated hereby, the business of such Party party and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permits; and each of Global MacManus and U S WEST Xxx Group and their respective Subsidiaries will use their commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those of their present officers, employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve their present relationships with significant customers clients and suppliers and with other persons with whom they have significant business relations; provided, however, that no action by Global or U S WEST or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisions. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except as set forth on Schedule 6.2 5.2 hereto or as otherwise expressly contemplated by this Agreement, each of Global MacManus and U S WEST Xxx Group agrees on behalf of itself and its Subsidiaries that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the otherfollowing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Bcom3 Group Inc)

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Conduct of Business in the Ordinary Course. Each of Global and U S WEST The Company covenants and agrees with Parent that, between the date hereof and the Effective Time, unless the Transition Committee shall otherwise consent in writing, and except as described on Schedule 6.2 hereto Section 4.01 of the Company Disclosure Letter, as consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed) or as otherwise expressly contemplated hereby, the business of such Party the Company and its Subsidiaries shall be conducted only in, and such entities shall not take any action except in, in the ordinary course of business and in a manner consistent with past practice and all Legal Requirements and Permitspractice; and each the Company for itself and on behalf of Global and U S WEST and their respective its Subsidiaries will agrees with Parent to use their its commercially reasonable efforts to preserve substantially intact their business organizations, to keep available the services of those (but without any obligation to pay any additional compensation) of their present officers, current officers and employees and consultants who are integral to the operation of their businesses as presently conducted and to preserve the goodwill of and maintain their present relationships with significant current customers and suppliers and with other persons Persons with whom they have significant business relations, in each case in all material respects; provided, however, that no action by Global or U S WEST the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 6.2 4.01 shall be deemed a breach of this sentence unless such action would constitute a breach of one or more of such other provisionsprovision. By way of amplification and not limitation, unless the Transition Committee shall otherwise consent in writing, and except Except as set forth on Schedule 6.2 hereto Section 4.01 of the Company Disclosure Letter, as consented to in writing by Parent (which consent shall not be unreasonably withheld or delayed), or as otherwise expressly contemplated by this Agreement, each of Global and U S WEST the Company agrees with Parent, on behalf of itself and its Subsidiaries Subsidiaries, that they will not, between the date hereof and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the otherfollowing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Suncom Wireless Holdings, Inc.)

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