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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 or as consented to in writing by Acquiror), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing sentence, Target further agrees (i) to pay and to cause its subsidiaries to pay debts and Taxes when due subject (A) to good faith disputes over such debts or Taxes and (B) to Acquiror's consent to the filing of material Tax Returns (which consent shall not be unreasonably withheld or delayed); (ii) to pay or perform other obligations when due; (iii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees, and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' good will and ongoing businesses shall be unimpaired in any material respect at the Effective Time; and (iv) not to take any act, or permit any of its directors, officers, employees, shareholders and agents to take any act, or cause any act to be done which would jeopardize the tax-free treatment of the Merger. Target agrees to promptly notify Acquiror of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on Target.

Appears in 1 contract

Samples: Merger Agreement (Crossroads Systems 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 or as consented to in writing by Acquirorthe Acquiror acting in good faith), to carry on its and its subsidiariesSubsidiaries' business business, taken as a whole, in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing sentence, Target further agrees (i) to pay and to cause its subsidiaries Subsidiaries to pay debts and Taxes when due due, subject (A) to good faith disputes over such debts or Taxes and (B) to Acquiror's good faith consent to the filing of material Tax Returns (which consent shall not be unreasonably withheld or delayed); (ii) if applicable, to pay or perform other obligations when due; (iii) , and to use all commercially reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiariesSubsidiaries' present business organizationsorganization, keep available the services of its and its subsidiariesSubsidiaries' present officers and key employees, employees and preserve its and its subsidiariesSubsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' good will and ongoing businesses shall be unimpaired in any material respect at the Effective Time; and (iv) not to take any act, or permit any of its directors, officers, employees, shareholders and agents to take any act, or cause any act to be done which would jeopardize the tax-free treatment of the MergerSubsidiaries. Target agrees to promptly notify Acquiror of any event or occurrence not in the ordinary course of its Target or its subsidiariesSubsidiaries' business, and of any event which could have a Material Adverse Effect on Target.Effect. Without limiting the foregoing, except as expressly contemplated by this Agreement or except as consented to in writing by the Acquiror acting in good faith, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following:

Appears in 1 contract

Samples: Merger Agreement (Ess Technology Inc)

Conduct of Business of Target. During the period from the date of this ----------------------------- Agreement Date 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 or as consented to in writing by Acquiror), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing sentence, Target further agrees (i) to pay and to cause its subsidiaries to pay debts and Taxes when due subject (A) to good faith disputes over such debts or Taxes and Taxes, (Bii) subject to Acquiror's consent to the filing of material Tax Returns (which consent shall not be unreasonably withheld or delayed); (ii) if applicable, to pay or perform other obligations when due; , and (iii) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees, employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' good will goodwill and ongoing businesses shall be unimpaired in any material respect at the Effective Time; and (iv) not to take any act, or permit any of its directors, officers, employees, shareholders and agents to take any act, or cause any act to be done which would jeopardize the tax-free treatment of the Merger. Target agrees to promptly notify Acquiror of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on Target.. Without limiting the foregoing, except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette 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 or as consented to in writing by Acquirorthe other), to carry on its and its subsidiaries' business in the usual, usual regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing sentence, Target further agrees (i) ; to pay and to cause its subsidiaries to pay debts and Taxes taxes when due subject (Ai) to good faith disputes over such debts or Taxes taxes, and (Bii) in the case of taxes of Target or any of its subsidiaries, to Acquiror's consent to the filing of material Tax Returns (which consent shall not be unreasonably withheld or delayed)tax returns if applicable; (ii) to pay or perform other obligations when due; (iii) , and to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees, employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' good will goodwill and ongoing businesses shall be unimpaired in any material respect at the Effective Time; . Each of Target and (iv) not to take any act, or permit any of its directors, officers, employees, shareholders and agents to take any act, or cause any act to be done which would jeopardize the tax-free treatment of the Merger. Target Acquiror agrees to promptly notify Acquiror the other of (x) any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on Target.Effect, and (y) any change in its capitalization as set forth in Sections 2.5 and 3.4, respectively. Without limiting the foregoing, except as expressly contemplated by this Agreement or the Target Disclosure Schedule, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Salon Com)

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 or as consented to in writing by AcquirorMerger Sub), (i) to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing sentence, Target further agrees (iii) to pay and to cause its subsidiaries to pay debts and Taxes when due subject (A) to good faith disputes over such debts or Taxes and taxes, (Biii) to Acquiror's consent pay or perform and to the filing of material Tax Returns (which consent shall not be unreasonably withheld or delayed); (ii) cause its subsidiaries to pay or perform other obligations when due; , and (iiiiv) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, use its best efforts consistent with past practice to keep available the services of its and its subsidiaries' present officers and key employees, employees and use its best efforts consistent with past practice to preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' good will and ongoing businesses shall be unimpaired in any material respect at the Effective Time; and (iv) not to take any act, or permit any of its directors, officers, employees, shareholders and agents to take any act, or cause any act to be done which would jeopardize the tax-free treatment of the Merger. Target agrees to promptly notify Acquiror Merger Sub in writing of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which it recognizes could have a Material Adverse Effect on Target.. Without limiting the foregoing, except as expressly contemplated by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Merger Sub:

Appears in 1 contract

Samples: Merger Agreement (Autocam Corp/Mi)

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 or as consented to in writing by Acquirorthe other), to carry on its and its subsidiaries' business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted. Without limiting the generality of the foregoing sentence, Target further agrees to (i) to pay and to cause its subsidiaries to pay debts and Taxes when due subject (A) to good faith disputes over such debts or Taxes Taxes, (ii) pay and to cause its subsidiaries to 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, (Biii) subject to Acquiror's consent to the filing of material Tax Returns (which consent shall not be unreasonably withheld or delayed); (ii) if applicable, to pay or perform other obligations when due; , and (iiiiv) to use all reasonable efforts consistent with past practice and policies to preserve intact its and its subsidiaries' present business organizations, keep available the services of its and its subsidiaries' present officers and key employees, employees and preserve its and its subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its subsidiaries, to the end that its and its subsidiaries' good will goodwill and ongoing businesses shall be unimpaired in any material respect at the Effective Time; and (iv) not to take any act, or permit any of its directors, officers, employees, shareholders and agents to take any act, or cause any act to be done which would jeopardize the tax-free treatment of the Merger. Target agrees to promptly notify Acquiror of any event or occurrence not in the ordinary course of its or its subsidiaries' business, and of any event which could have a Material Adverse Effect on Target.. Without limiting the foregoing, except as expressly contemplated or permitted by this Agreement, Target shall not do, cause or permit any of the following, or allow, cause or permit any of its subsidiaries to do, cause or permit any of the following, without the prior written consent of Acquiror:

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Vignette Corp)