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Common use of Conduct of Business of Target Clause in Contracts

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself and all of its Subsidiaries: (A) to carry on the Target Business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (B) to pay its debts and Taxes when due subject to any good faith disputes over such debts or Taxes; (C) to pay or perform other obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (E) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of any material event or occurrence not in the ordinary course of the Target Business, and of any event which would reasonably be expected to have a Target Material Adverse Effect. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not, and shall cause its Subsidiaries to not, do, cause or permit any of the following, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):

Appears in 2 contracts

Samples: Merger Agreement (INPHI Corp), Agreement and Plan of Merger (INPHI Corp)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, such consent not to be unreasonably withheld, conditioned withheld or delayed), to: (a) carry on its business in the ordinary course consistent with past practices; (b) continue the prosecution and registration process with respect to itself and all of its Subsidiaries: any IP Rights in which Target has (Aor purports to have) to carry on the Target Business in the usualany right, regular and ordinary course in substantially the same manner as heretofore conductedtitle or interest; (Bc) to pay its debts and Taxes when due subject (i) to any good faith disputes over such debts or Taxes; and (Cii) in the case of Taxes of Target, to Acquiror’s consent to the filing of material Tax Returns, if applicable; (d) to pay or perform other obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (Ee) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, potential customers and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of (a) any material event or occurrence not in the ordinary course of the Target BusinessTarget’s business, and of any event which would reasonably be expected to have a Target Material Adverse Effect; and (b) any change in its capitalization as set forth in Section 3.5. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not, and shall cause its Subsidiaries to not, not do, cause or permit any of the following, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned withheld or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Intellisync Corp)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, which consent shall not to be unreasonably withheld, conditioned withheld or delayed), with respect to itself and all of its Subsidiaries: (A) to carry on the Target Business its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; . Target further agrees to (Bi) to pay its debts and Taxes when due subject to any good faith disputes over such debts or Taxes; , (Cii) pay all amounts due or other outstanding obligations owed to suppliers and vendors when due subject to good faith disputes over such amounts or obligations, (iii) subject to Acquiror's consent to the filing of material Tax Returns if applicable, to pay or perform other obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; , and (Eiv) to use all reasonable efforts consistent with past practice and policies to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, it to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of any material event or occurrence not in the ordinary course of the Target Businessits business, and of any event which that would reasonably be expected to have a Target Material Adverse EffectEffect on Target. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure ScheduleAgreement, Target shall not, and shall cause its Subsidiaries to not, not do, cause or permit any of the following, without the prior written consent of Acquiror (such Acquiror, which consent shall not to be unreasonably withheld, conditioned withheld or delayed)::

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Ashford Com Inc)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself and all of its Subsidiaries: ): (Aa) to carry on the Target Business its business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted; (Bb) to pay its debts and Taxes when due subject (i) to any good faith disputes over such debts or Taxes; and (Cii) to Acquiror’s consent to the filing of material Tax Returns, if applicable, which consent shall not be unreasonably withheld; (c) to pay or perform other obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (Ed) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of (a) any material event or occurrence not in the ordinary course of the Target BusinessTarget’s business, and of any event which would could reasonably be expected to have a Target Material Adverse EffectEffect on Target; and (b) any change in its capitalization from that set forth in Section 2.2. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not, and shall cause its Subsidiaries to not, not do, cause or permit any of the following, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):Acquiror:

Appears in 1 contract

Samples: Merger Agreement (Staktek Holdings Inc)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself and all of its Subsidiaries: (Aa) to carry on the Target Business its business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted; (Bb) continue the prosecution and registration process with respect to any IP Rights in which Target has (or purports to have) any right, title or interest; (c) pay its debts and Taxes when within a reasonable period of time after due subject (i) to any good faith disputes over such debts or Taxes; and (Cii) in the case of Taxes of Target, to Acquiror’s consent to the filing of material Tax Returns if applicable; (c) to pay or perform other obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (Ed) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees key employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, potential customers and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of (a) any material event or occurrence not in the ordinary course of the Target BusinessTarget’s business, and of any event which would could reasonably be expected to have a Target Material Adverse Effect; and (b) any change in its capitalization as set forth in Section 3.5. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not, and shall cause its Subsidiaries to not, not do, cause or permit any of the following, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):Acquiror:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Sigmatel Inc)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except (v) as required by the Spinoza Purchase Agreement to complete the transaction set forth therein, (w) to the extent expressly contemplated by provided otherwise in this Agreement, including (x) as necessary to comply with respect to the Spin-Off Transaction or the Excluded Businessapplicable legal requirements, or (y) as consented to in writing by Acquiror, Acquiror (which consent shall not to unreasonably be unreasonably withheld, conditioned delayed or delayedconditioned) or (z) as set forth on a subsection of Schedule 5.1 of the Target Disclosure Schedule that corresponds to the applicable subsection of this Section 5.1), with respect to itself and all of its Subsidiaries: (A) to carry on the Target Business in the usual, regular and ordinary course in substantially the same manner as heretofore conductedconsistent with past practices; (B) to pay its debts and Taxes when due subject to (i) any good faith disputes over such debts or Taxes; and (ii) Acquiror’s consent to the filing of material Tax returns, if applicable; (C) to pay or perform other obligations when due; and (D) to take use commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (E) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror of any material event or occurrence not in the ordinary course of the Target Business, and of any event which would reasonably be expected to have a Target Material Adverse Effect. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not, and shall cause its Subsidiaries to not, do, cause or permit any of the followingfollowing (except (w) to the extent expressly provided otherwise in this Agreement, without the prior written consent of (x) as necessary to comply with applicable legal requirements, (y) as consented to in writing by Acquiror (such which consent shall not to unreasonably be unreasonably withheld, conditioned delayed or delayedconditioned) or (z) as set forth on a subsection of Schedule 5.1 of the Target Disclosure Schedule that corresponds to the applicable subsection of this Section 5.1):

Appears in 1 contract

Samples: Merger Agreement (INPHI Corp)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, such consent not to be unreasonably withheld, conditioned withheld or delayed), with respect to itself and all of its Subsidiaries: (A) to carry on the Target Business its and its subsidiaries' business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted; (B) to pay and to cause its subsidiaries to pay debts and Taxes when due subject to any good faith disputes over such debts or Taxes; (C) Taxes to pay or perform other obligations when due; (D) , subject to take commercially reasonable measures to protect Target Intellectual Property good faith disputes, and Target Technology; and (E) to use all commercially reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its and its subsidiaries' present officers and Key Employees key employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with itit or its subsidiaries, to the end that its and its subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time, except as expressly contemplated by this Section 5.1. Target agrees to promptly notify Acquiror of (x) any material event or occurrence not in the ordinary course of the Target Businessits or its subsidiaries' business, and of any event which would could reasonably be expected to have a Target Material Adverse EffectEffect on Target and (y) any change in its capitalization as set forth in Sections 2.5. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or as listed in Section 5.1 of the Target Disclosure Schedule, Target shall notnot do, and shall cause or permit any of the following, or allow, cause or permit any of its Subsidiaries subsidiaries to not, do, cause or permit any of the following, without the prior written consent of Acquiror (such Acquiror, which consent shall not to be unreasonably withheld, conditioned withheld or delayed)::

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Zhone Technologies Inc)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself Acquirer and all except as set forth in Section 5.1 of its Subsidiaries: the Target Disclosure Schedule): (Aa) to carry on the Target Business its business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted; (Bb) to pay its debts and Taxes when due subject (i) to any good faith disputes over such debts or Taxes; and (Cii) to Acquirer’s consent to the filing of material Tax Returns, if applicable; (c) to pay or perform other material obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (Ed) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees key employees and preserve its relationships with material customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses shall be unimpaired at the Effective Time. Target agrees to promptly notify Acquiror Acquirer of any material event or occurrence not in the ordinary course of the Target BusinessTarget’s business, and of any event which would could reasonably be expected to have a Target Material Adverse EffectEffect on Target. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure Schedule, Target shall not, and shall cause its Subsidiaries to not, not do, cause or permit any of the following, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):Acquirer:

Appears in 1 contract

Samples: Merger Agreement (Pure Biofuels Corp)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective TimeClosing Date, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself and all of its Subsidiaries: (A) to carry on the Target Business Target's business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; . Target further agrees (Bi) to pay its debts and Taxes when due due, (ii) subject to any good faith disputes over such debts or Taxes; (C) Acquiror's consent to the filing of material Tax Returns, if applicable, to pay or perform other obligations when due; , (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (Eiii) to use all reasonable efforts consistent with past practice and policies to preserve intact its Target's present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its Target's present officers and Key Employees key employees and preserve its Target's relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with itTarget, to the end that its Target's goodwill and ongoing businesses shall be unimpaired at the Effective TimeClosing Date and (iv) to provide all assistance reasonably requested by Acquiror's independent accountants to audit or review the Financial Statements (provided that Acquiror shall pay the fees and expenses of such accountants in conducting such audit or review). Target agrees to promptly notify Acquiror of any material event or occurrence not in the ordinary course of the Target BusinessTarget's business, and of any event which would reasonably be expected to that could have a Target Material Adverse EffectEffect on Target. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or the Target Disclosure ScheduleAgreement, Target shall notnot cause or permit any of the following, and shall or allow, cause or permit any of its Subsidiaries subsidiaries to not, do, cause or permit any of the following, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):Acquiror:

Appears in 1 contract

Samples: Merger Agreement (Micromuse Inc)

Conduct of Business of Target. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Target agrees (except to the extent expressly contemplated by this Agreement, including with respect to the Spin-Off Transaction or the Excluded Business, Agreement or as consented to in writing by Acquiror, not to be unreasonably withheld, conditioned or delayed), with respect to itself and all of its Subsidiaries: (Aa) to carry on the Target Business its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted; (Bb) to pay its debts and Taxes when due subject (i) to any good faith disputes over such debts or Taxes; and (Cii) to Acquiror’s consent to the filing of material Tax Returns, if applicable; (c) to pay or perform other obligations when due; (D) to take commercially reasonable measures to protect Target Intellectual Property and Target Technology; and (Ed) to use all reasonable efforts to preserve intact its present business organizations, maintain the value of the Target Business as a going concern, keep available the services of its present officers and Key Employees employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it; and (e) maintain Target Intellectual Property and preserve all protections thereof, including but not limited to responding appropriately and in a timely manner to any office action issued by the end that its goodwill United States Patent and ongoing businesses shall be unimpaired at the Effective TimeTrademark Office or to any other inquiry by any other governmental or regulatory agency or any third party regarding Target Intellectual Property. Target agrees to promptly notify Acquiror of (a) any material event or occurrence not in the ordinary course of the Target BusinessTarget’s business, and of any event which would could reasonably be expected to potentially have a Target Material Adverse EffectEffect on Target; and (b) any change in its capitalization as set forth in Section 3.5 except as the result of exercises of Target Options outstanding as of the date hereof. Without limiting the foregoing, except as expressly contemplated by this Agreement (including with respect to the Spin-Off Transaction or the Excluded Business) or Section 5.1 of the Target Disclosure Schedule, or as required by law, Target shall not, and shall cause its Subsidiaries to not, not do, cause or permit any of the followingfollowing during the period from the date of this Agreement until the earlier of the termination of this Agreement or the Effective Time, without the prior written consent of Acquiror (such consent not to be unreasonably withheldAcquiror, conditioned or delayed):unless otherwise required by applicable law:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Packeteer Inc)