Conduct of Business of the Acquired Companies. Except as contemplated or permitted by this Agreement (including the transactions contemplated by Section 4.8), as set forth in Section 4.1 of the Sellers’ Disclosure Letter, any actions related to the Excluded Liabilities or any actions as may be required by or necessary to comply with any Requirements of Law (such exceptions, the “Ordinary Course Exceptions”), from the date hereof to the Closing Date, Sellers shall cause the Acquired Companies and the Acquired Company Subsidiaries to conduct their business in all material respects in the ordinary course. Without limiting the foregoing, from the date hereof to the Closing Date, except for the Ordinary Course Exceptions, Sellers shall not permit any Acquired Company or Acquired Company Subsidiary to take any of the following actions, without the prior consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned:
Conduct of Business of the Acquired Companies. Except as otherwise consented to by Purchaser in writing, or as required or expressly permitted by this Agreement or the MOU, during the period from the date hereof to the Closing Date, Sellers will (a) take all steps as may reasonably be required to cause each Acquired Company to (i) conduct its business and operations only in the ordinary and usual course and in a manner consistent with prior practice, including its past practices with respect to claims settlements, (ii) perform in all material respects all of its obligations under all agreements and commitments referred to in Section 3.1.8, (iii) maintain, keep and preserve its assets and properties in good condition and repair ordinary wear and tear excepted, and maintain insurance thereon in accordance with its past practices and (iv) inform promptly Purchaser of any material adverse change in the business, operations, assets or financial condition, of such Acquired Company, and (b) without limiting the generality of the foregoing, take all steps as may reasonably be required to cause such Acquired Company not to (i) issue any insurance policy or enter into any reinsurance agreement or commit to issue any insurance policy or to enter into any reinsurance agreement, (ii) issue, sell or pledge, or authorize or propose the issuance, sale or pledge of, (A) additional shares of capital stock of any class, or securities convertible into any such shares, or any rights, warrants or options to acquire any such shares or other convertible securities or (B) any other securities in respect of, in lieu of or in substitution for shares outstanding on the date hereof, (iii) declare or set aside any dividend or other distribution on any shares of its capital stock, (iv) authorize, recommend or propose or enter into an agreement with respect to, any merger, consolidation or business combination, any acquisition of a material amount of assets or securities or any change in its capitalization (except that Sellers may seek to liquidate or merge into AARe The 1792 Company prior to the Closing), (v) propose or adopt any amendments to its charter or by-laws, (vi) except in the ordinary course of business consistent with past practices, increase the amount payable by such Acquired Company with respect to the wages, compensation or other benefits payable or to become payable to any employees of any of the Acquired Companies or of the Sellers or their respective Affiliates performing administrative services for such Acquired C...
Conduct of Business of the Acquired Companies. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time,(a) the Target shall, and shall cause each Target Subsidiary to, conduct its business and operations only in the ordinary course and, without the prior written consent of the Company, the Target shall not, and shall ensure that the Target Subsidiaries do not, undertake any of the actions specified in Section 5.11 other than in the ordinary cause of business and (b) the Company shall, and shall cause each of its subsidiaries to, conduct its business and operations only in the ordinary course.
Conduct of Business of the Acquired Companies. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except (i) as otherwise contemplated hereby, (ii) as set forth in the Seller Disclosure Schedules, (iii) as required by any Law applicable to Sellers, any Acquired Company, the JV or the assets or operation of the business of Sellers, any Acquired Company or the JV or any Contract to which an Acquired Company is party or by which any of the Acquired Companies’ or the JV’s assets or properties are bound, (iv) as set forth in the Restructuring Plan as in effect on the date hereof, or (v) consented to by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Buyer to respond to such a request for consent within five (5) Business Days thereafter shall be deemed to constitute consent), Sellers shall cause the Acquired Companies to use commercially reasonable efforts to operate the Acquired Companies’ business in the ordinary course of business.
Conduct of Business of the Acquired Companies. During the period from the date of this Agreement until the Closing or earlier termination of this Agreement in accordance with Section 7.1, except (a) as expressly required by this Agreement, (b) as set forth in Section 5.1 of the Seller Disclosure Schedule, (c) actions set forth in Section 5.1(1) of the Seller Disclosure Schedule, (d) in accordance with a Contagion Protocol (i) that has been implemented by the Seller or the Acquired Companies prior to the date hereof and (ii) the material terms of which have been made available to Buyer prior to the date hereof (in each case of clauses (i) and (ii), with respect to the Acquired Companies or the Acquired Companies’ businesses), (e) as required by Applicable Law or order of a Governmental Entity, or (f) with the prior written consent of Buyer (which consent shall not be unreasonably withheld, delayed or conditioned), Seller shall cause each of the Acquired Companies to conduct its business in the ordinary course of business and to refrain from taking any of the following actions and, to the extent consistent therewith, shall use and cause each of its Subsidiaries to use its reasonable best efforts to maintain its and its Subsidiaries’ respective relations and goodwill with Governmental Entities, customers, suppliers, insurers, licensors, licensees, distributors, creditors, lessors, employees, agents and business associates:
Conduct of Business of the Acquired Companies. (a) During the period commencing on the date hereof and ending on the earlier of the termination of this Agreement in accordance with its terms and the Closing Date (the “Pre-Closing Period”), except (i) as otherwise expressly required by this Agreement (including with respect to the Pre-Closing Restructuring) or to the extent relating exclusively to the Excluded Business, (ii) as set forth in Section 5.1(b) of the Seller Disclosure Schedules, (iii) as required by any Law or Order (including any COVID-19 Measures) applicable to Seller or the Acquired Companies or the assets, or operation of the Business, (iv) for actions taken in Seller’s reasonable judgment that are necessary to protect the health and safety of the employees of any Acquired Company in response to the COVID-19 Pandemic or any COVID-19 Measures (with prompt notice of any material action taken in connection therewith made to Buyer to the extent practicable), or (v) as consented to in writing by Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), Seller shall, and shall cause the Acquired Companies to (A) operate the Business in the ordinary course of business consistent with past practice; (B) use commercially reasonable efforts to maintain and preserve the Business’s organizations, assets and technology; and (C) use commercially reasonable efforts to maintain and preserve the Business’s relationships and good will with customers, suppliers and others having material business dealings with the Business.
Conduct of Business of the Acquired Companies. Except as permitted or contemplated by this Agreement or as required by applicable law or governmental regulation, during the period from the date of this Agreement through the Effective Time (the "Pre‑Closing Period"), without Parent's prior consent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall use commercially reasonable efforts to: (i) conduct the business of the Acquired Companies in the ordinary course in all material respects; (ii) maintain and preserve substantially intact the business organization of the Acquired Companies and the goodwill of those having business relationships with the Acquired Companies; and (iii) retain the services of the officers of the Company and the Key Employees of the Company and the other Acquired Companies. Without limiting the generality of the foregoing, except as permitted or contemplated by this Agreement, as set forth in Schedule 5.1, or as required by applicable law or governmental regulation, during the Pre‑Closing Period, no Acquired Company shall, without Parent's prior consent (which consent shall not be unreasonably withheld, delayed or conditioned):
Conduct of Business of the Acquired Companies. From the Effective Date to the Closing, the Company will and Sellers and the Company will cause the Acquired Companies to (a) conduct their operations only in the ordinary course of business consistent with past practices and in accordance with all Laws and Restrictions; (b) use their commercially reasonable efforts to preserve intact its business organization, keep available the services of its officers and employees and maintain satisfactory relationships with customers, suppliers, Payors, subcontractors and others having business relationships with it; and (c) not willfully take or omit to take, agree to take or omit to take, or permit any action to be taken or not taken that could cause any of the representations or warranties of the Company or Sellers to be untrue or incorrect in any material respect, or that could cause a material violation in any respect of any covenant, term or condition to be complied with, fulfilled or performed by the Company or Sellers under this Agreement. From the Effective Date to the Closing, without the prior written consent of Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), except as contemplated by this Agreement, the Company will not and Sellers and the Company will cause the Acquired Companies not to
Conduct of Business of the Acquired Companies. From the date of this Agreement until the Closing, except to the extent required to effect the Restructuring as set forth in Section 7.17, Xxxxx and GPS shall cause the Acquired Companies to conduct the Business and operations in the ordinary course of business consistent with past practice and Xxxxx and GPS shall use, and cause the Acquired Companies to use, their reasonable efforts to (i) preserve intact its present business organization, (ii) maintain in effect all material Permits of the Acquired Companies, (iii) keep available the services of its directors, officers and key employees, (iv) maintain good relationships with its customers, suppliers, lenders, lessors workforce and others having material business relationships with it, (v) preserve in good operating condition the Assets (reasonable wear and tear excepted), (vi) manage its cash (including Cash on hand at each Leased Real Property and Owned Real Property and Cash sufficient for the operation of the Business in the ordinary course, including with respect to regularly-scheduled payroll payments) and working capital (including the management of inventory) in the ordinary course of business consistent with past practice, (vii) continue to make capital expenditures consistent with those contemplated by the capital expenditure budget set forth in Schedule 7.1 (the “Capex Budget”) and (viii) comply in all material respects with all applicable Laws in the operation of the Business. Without limiting the generality of the foregoing, except as set forth in Schedule 7.1, Xxxxx and GPS shall cause the Acquired Companies not to, and each of Xxxxx, GPS and the NewCos (when formed) shall not:
