Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, Parent shall cause the Company to:
Conduct of Business of the Company and the Subsidiaries. Except (i) as set forth in Schedule 5.2 of the Company Disclosure Letter, (ii) as expressly permitted, contemplated or required by this Agreement, (iii) as required by Applicable Law or the rules and regulations of NYSE or (iv) as consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period from the Agreement Date and continuing until the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the Offer Acceptance Time, the Company shall, and shall cause each Subsidiary to:
Conduct of Business of the Company and the Subsidiaries. Except with the prior written consent of Buyer, and except as set forth in Schedule 5.1 or otherwise contemplated herein, during the period from the Agreement Date to the Closing Date or the earlier termination of this Agreement, the Company shall observe the following covenants:
Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (except (w) to the extent expressly provided otherwise in this Agreement, (x) as necessary to comply with Applicable Legal Requirements (provided that the Company shall to the extent reasonably practicable and permitted by Applicable Legal Requirements, notify Parent in advance of any action proposed to be taken by the Company to comply with Applicable Legal Requirements that would otherwise not be permitted under the provisions of this Section 4.1), (y) as consented to in writing by Parent or (z) as set forth on a subsection of Schedule 4.1 of the Company Disclosure Letter that corresponds to the applicable subsection of this Section 4.1) the Company shall, and shall cause each Subsidiary to:
Conduct of Business of the Company and the Subsidiaries. During the period commencing on the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company will (except to the extent that Buyer shall otherwise consent in writing, which consent shall not be unreasonably withheld, delayed or conditioned), and will cause each of the Subsidiaries to, carry on its business in the usual and ordinary course of business, pay its debts and Taxes when due, pay or perform other obligations when due, and use its commercially reasonable efforts consistent with past practice and policies to preserve intact its present business organization, 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. Except as expressly contemplated by this Agreement, the Company shall not, and shall cause each of the Subsidiaries to not, without the prior written consent of Buyer, which consent shall not be unreasonably withheld, delayed or conditioned:
Conduct of Business of the Company and the Subsidiaries. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with Article VIII and the Effective Time (except as set forth in Section 5.1 of the Company Disclosure Letter, to the extent expressly provided otherwise in this Agreement, as required by Applicable Law (provided that the Company shall to the extent reasonably practicable and permitted by Applicable Law, notify Parent in advance of any action proposed to be taken by the Company to comply with Applicable Law that would otherwise not be permitted under the provisions of this Section 5.1), or as consented to in writing by Parent) the Company shall, and shall cause each Subsidiary to:
Conduct of Business of the Company and the Subsidiaries. During the period from the Original Agreement Date and continuing until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time (the “Pre-Closing Period”) except (w) to the extent expressly provided otherwise in this Agreement, (x) consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any written (including e-mail) consent provided in connection with the Original Agreement during the period from the Original Agreement Date to the Agreement Date, (y) as set forth in Schedule 4.1 to the Company Disclosure Letter (denoting the relevant subsection below); provided that the Company will deliver a supplement to Schedule 4.1 of the Company Disclosure Letter concurrently with the execution of this Agreement, or (z) as necessary to comply with Applicable Legal Requirements or Material Contracts in effect on the Original Agreement Date or the Agreement Date and made available to Parent or entered with Parent’s prior written consent, the Company shall, and shall cause each Subsidiary to, use commercially reasonable efforts to:
Conduct of Business of the Company and the Subsidiaries. Except as contemplated by this Agreement or otherwise consented to in writing by the Parent, during the period from the date of this Agreement to the Closing Date: (a) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and use its best efforts to preserve intact its current business organizations, keep available the services of current officers and employees and preserve its relationships with customers, suppliers, licensors, licensees, advertisers, distributors and others having business dealings with it and to preserve goodwill; and (b) the Company will not, and shall not permit any of the Subsidiaries to, intentionally take any actions that could reasonably be expected to have a Material Adverse Effect. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or as set forth on Schedule 5.1, prior to the Closing Date, the Company will not, and will nor permit any of the Subsidiaries to, without the prior written consent of the Parent: (i) declare or pay any dividend or other distribution upon, or repurchase or otherwise reacquire for value, any capital stock of the Company; (ii) issue any capital stock of the Company or any securities convertible into or exchangeable for capital stock of the Company; (iii) reacquire any shares of any class of capital stock of the Company; (iv) incur any indebtedness for borrowed money other than borrowings for working capital purposes in the ordinary course of business; (v) acquire any substantial assets other than in connection with planned capital expenditures approved by the Company's board of directors prior to the date hereof and described on Schedule 5.1; (vi) sell, pledge, dispose of or encumber its assets, except for sales of inventory and sales of obsolete assets and assets concurrently replaced with similar assets and the incurrence of Permitted Liens, in each case in the ordinary course of its business consistent with past practice; (vii) except as otherwise required by law or by any existing plan, arrangement or agreement, enter into, adopt or amend in any material respect, any Employee Plan for the benefit of its employees or increase the compensation or bonus payable to executive officers of the Company; or (viii) authorize any of, or commit or agree to take any of, the foregoing or take any other intentional action that would cause the Company's representations and warranties to be untrue in any ...
Conduct of Business of the Company and the Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees, and agrees to cause each Subsidiary, (except to the extent that Parent shall otherwise consent in writing) to carry on its business in the usual, regular, and ordinary course, in substantially the same manner as heretofore conducted and in compliance with all applicable laws and regulations, to pay its debts and Taxes when due, to pay or perform all other obligations when due, and, to the extent consistent with such business, to use all reasonable efforts consistent with past practice and policies to (i) preserve intact its present business organization, (ii) keep available the services of its present officers and employees, and (iii) preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, all with the goal of preserving unimpaired the goodwill and ongoing businesses of the Company and the Subsidiaries at the Effective Time. The Company shall promptly notify Parent of any event or occurrence or emergency not in the ordinary course of business of the Company or the Subsidiaries and any event which could have a Material Adverse Effect on the Company or any Subsidiary. In addition, except as required or permitted by the terms of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, neither the Company nor any Subsidiary shall, without the prior written consent of Parent, do any of the following:
Conduct of Business of the Company and the Subsidiaries. During the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Closing:
