Common use of Conduct of Business of CST Clause in Contracts

Conduct of Business of CST. (a) Except (i) as required under applicable Law or by any Governmental Authority, (ii) as set forth on Schedule 5.2(a) or (iii) to the extent LGC otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), and unless the Board of Directors of CST determines that doing so would be inconsistent with its fiduciary duties to the stockholders of CST, during the period from the Execution Date to the Closing Date, CST shall take all actions reasonably required to ensure that CST: (i) conducts its activities in the ordinary course of business; (ii) uses commercially reasonable efforts to preserve intact its goodwill and relationships with customers, suppliers and others having business dealings with it; (iii) complies in all material respects with all applicable Laws relating to it; (iv) uses commercially reasonable efforts to maintain in full force without interruption its present insurance policies or comparable insurance coverage; and (v) promptly notifies LGC of any material change in its financial condition or business or any material litigation or proceedings (including arbitration and other dispute resolution proceedings) or material government complaints, investigations, inquiries or hearings (or communications indicating that the same may be contemplated) or any material developments in any such litigation, proceedings, complaints, investigations, inquiries or hearings. (b) Without limiting the generality of the foregoing, except (i) as contemplated by this Agreement, (ii) as set forth on Schedule 5.2(b), (iii) as required by applicable Law or by any Governmental Authority or (iv) to the extent LGC otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing Date, CST shall not and shall cause each of its Subsidiaries not to take or agree to commit to take in action that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Agreement or any other Transaction Documents or that would otherwise reasonably be expected to result in any of the conditions in Article VI not being satisfied.

Conduct of Business of CST. (a) Except (i) as required under applicable Law or by any Governmental Authority, (ii) as set forth on Schedule 5.2(a4.1(a) or (iii) to the extent LGC the IDR Sellers otherwise consents consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), and unless the Board of Directors of CST determines that doing so would be inconsistent with its fiduciary duties to the stockholders of CST, during the period from the Execution Date to the Closing Date, CST shall take all actions reasonably required to ensure that CST: (i) conducts its activities in the ordinary course of business; (ii) uses commercially reasonable efforts to preserve intact its goodwill and relationships with customers, suppliers and others having business dealings with it; (iiii) complies in all material respects with all applicable Laws relating to it; (ivii) uses commercially reasonable efforts to maintain in full force without interruption its present insurance policies or comparable insurance coverage; and (viii) promptly notifies LGC the IDR Sellers of any material change in its financial condition or business or any material litigation or proceedings (including arbitration and other dispute resolution proceedings) or material government complaints, investigations, inquiries or hearings (or communications indicating that the same may be contemplated) or any material developments in any such litigation, proceedings, complaints, investigations, inquiries or hearings. (b) Without limiting the generality of the foregoing, except (i) as contemplated by this Agreement, (ii) as set forth on Schedule 5.2(b4.1(b), (iii) as required by applicable Law or by any Governmental Authority or (iv) to the extent LGC the IDR Sellers otherwise consents consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), prior to the Closing Date, CST shall not and shall cause each of its Subsidiaries not to take or agree to commit to take in action that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by the Agreement or any other Transaction Documents or that would otherwise reasonably be expected to result in any of the conditions in Article VI V not being satisfied.