Conduct of Business of the Company Pending the Closing. The Company shall, during the period from the date of this Agreement until the earlier of (i) the Closing, or (ii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by the Transaction Documents or as required by applicable laws or with the prior written consent of the Principal Purchasers, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall use its reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it during such period. Without limiting the generality of the foregoing, between the date of this Agreement and the Closing, except as otherwise expressly contemplated by the Transaction Documents or as required by applicable laws, the Company shall not, without the prior written consent of the Principal Purchasers:
Conduct of Business of the Company Pending the Closing. (a) The Company covenants and agrees that, during the period from the Execution Date until the Closing Date, except with the prior written consent of Buyer (which shall not be unreasonably withheld, conditioned or delayed), or as expressly contemplated by this Agreement, or as set forth in Section 6.01 of the Disclosure Schedules, or as required by applicable Law, the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and the Company and its Subsidiaries shall comply in all material respects with all applicable Laws, rules and regulations and to the extent consistent therewith, use their commercially reason€€able efforts to preserve their business organizations intact and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business associates, to keep available the services of the Company’s and its Subsidiaries’ present employees, agents and consultants, in each case, taking into account the evolving business environment in light of COVID-19 or any other global pandemic. Without limiting the generality of the foregoing, from the Execution Date until the Closing Date, except with the prior written consent of the Buyer, or as expressly contemplated by this Agreement, or as set forth in Section 6.01(a) of the Disclosure Schedules, or as required by Law, the Company will not and will not permit its Subsidiaries to:
Conduct of Business of the Company Pending the Closing. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Closing Date, the Funds agree that the Company shall, and shall cause its Subsidiaries and, to the extent within its control, its Investment Entities to, act and carry on their respective businesses in all material respects in the ordinary course of business and, to the extent consistent therewith, use reasonable efforts to preserve intact their current business organizations, keep available the services of their current key officers and employees and preserve the goodwill of those engaged in material business relationships with them and to maximize the cash position of the Company to fund in part the Distribution. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the Closing Date, except as expressly contemplated by this Agreement, the Funds agree that the Company shall not, and shall not permit any of its Subsidiaries or, to the extent within the Company's control, its Investment Entities to, without the prior consent of the Purchaser:
Conduct of Business of the Company Pending the Closing. (a) Except as (i) otherwise contemplated by any Transaction Document including the Plan, (ii) set forth on Section 6.1 of the Company Disclosure Schedule, (iii) consented to in writing by the Plan Investor or (iv) required by Law or the Bankruptcy Court, during the period from the date of this Agreement until the Closing, the Company shall, and shall cause each of the Company Group Members to, use its reasonable best efforts to conduct its operations and business in the ordinary course of business and in accordance with applicable Law, and to keep available the services of their respective current officers, employees and consultants and to preserve the goodwill and current relationships with Persons with which they have business relations.
Conduct of Business of the Company Pending the Closing. (a) During the Interim Period, except (i) as set forth in Section 6.1 of the Company Disclosure Schedule, (ii) as required by applicable Law or Contract, (iii) as otherwise expressly contemplated or required by this Agreement or (iv) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall, and shall cause its Subsidiaries to: (A) conduct its and their respective businesses in the ordinary course of business in all material respects and (B) to the extent consistent with the foregoing, use commercially reasonable efforts to preserve intact in all material respects its and their present business organizations and preserve in all material respects its and their present relationships with their material customers and material suppliers; provided that for the avoidance of doubt, the Company shall not be obligated to take any action that would not be permitted by Section 6.1(b).
Conduct of Business of the Company Pending the Closing. The Company covenants and agrees that, between the date of this Agreement and the Closing Date, the business of the Company shall be conducted only in, and the Company shall not take any action except in, the ordinary course of business, consistent with past practice and in material compliance with all rules, regulations and laws. The Company shall use commercially reasonable efforts to preserve and keep intact its business organization, to keep available the services of its current officers, employees and consultants, and to preserve its present relationships with customers, suppliers and other persons
Conduct of Business of the Company Pending the Closing. Except as set forth on Schedule 5.1, the Company covenants and agrees that, between the date of this Agreement and the Closing Date, the business of the Company and each Subsidiary shall be conducted only in, and the Company and each Subsidiary shall not take any action except in, the ordinary course of business, consistent with past practice and in compliance with all rules, regulations and laws. The Company and each Subsidiary shall use its best efforts to preserve intact its respective business organization, to keep available the services of its respective current officers, employees and consultants, and to preserve its respective present relationships with customers, suppliers and other persons with which it has significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement, neither the Company nor any Subsidiary shall, between the date of this Agreement and the Closing Date, directly or indirectly, do or propose or agree to do any of the following without the prior written consent of MTLM, which consent shall not be unreasonably withheld:
Conduct of Business of the Company Pending the Closing. The Company shall, during the period from the date of this Agreement until the later of (i) the Closing, (ii) until the new members of the Board are completely installed and possess the power to manage the direction, business and affairs of the Company or (iii) the termination of this Agreement in accordance with the terms hereof, except as expressly contemplated by this Agreement or as required by applicable Laws or with the prior written consent of the Purchaser, conduct its business in the ordinary course of business consistent with past practice, and, to the extent consistent therewith, the Company shall use its commercially reasonable best efforts to preserve substantially intact its business organization, to keep available the services of its current officers and employees, to preserve its present relationships with customers, suppliers, distributors, licensors, licensees and other Persons having business relationships with it. Without limiting the generality of the foregoing, between the date of this Agreement and the later of (i) the Closing or (ii) until the new members of the Board are completely installed and possess the power to manage the direction, business and affairs of the Company, except as otherwise expressly contemplated by this Agreement or as required by applicable Laws, the Company shall not, without the prior written consent of the Purchaser:
Conduct of Business of the Company Pending the Closing. (a) The Seller and the Company each covenant and agree that, during the period from the date of this Agreement until the Closing Date, except with the prior written consent of Buyer, or as expressly contemplated by this Agreement, , or as required by Law, the business of the Company and its Subsidiaries shall be conducted in the ordinary course of business consistent with past practice and the Company and its Subsidiaries shall comply with all applicable Laws and to the extent consistent therewith, preserve their business organizations intact and maintain existing relations and goodwill with customers, suppliers, distributors, creditors, lessors, licensors, licensees, Governmental Authorities, employees, agents, consultants, and business associates, to keep available the services of the Company's and its Subsidiaries' present employees, agents and consultants; provided, however, that during any period of full or partial suspension of operations related to COVID-19 or any COVID-19 Measure, the Company may take such actions as are reasonably necessary to (A) protect the health and safety of managers, directors, officers, employees, agents, consultants, and contractors or (B) respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measure; provided, further, that following any such suspension, to the extent that the Company took any actions that caused deviations from its business being conducted in the ordinary course of business consistent with past practice, to resume conducting its business in the ordinary course of business consistent with past practice in all material respects as soon as reasonably practicable and (ii) use reasonable best efforts to (A) comply in all material respects with material applicable Laws, (B) preserve intact in all material respects its business organizations and relationships with its material suppliers, customers, Governmental Authorities and other material business relations and (C) keep available the services of its officers and key employees. Without limiting the generality of the foregoing, from the date of this Agreement until the Closing Date, except with the prior written consent of Buyer, or as expressly contemplated by this Agreement, or as required by Law, the Company will not and will not permit its Subsidiaries to:
Conduct of Business of the Company Pending the Closing. The Company covenants and agrees that, between the date hereof and the earlier to occur of the Closing or such earlier time as this Agreement is terminated in accordance with Article IX (such period being hereinafter referred to as the “Interim Period”), except as expressly required by this Agreement or unless Parent shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned or delayed, the Company: (i) shall conduct its business only in the ordinary course of business, consistent with past practice and according to the plans and budgets previously delivered to Parent; (ii) shall not take any action, or fail to take any action, except in the ordinary course of business, consistent with past practice; and (iii) shall use their reasonable best efforts to preserve intact their business organization, properties and assets, keep available the services of their officers, employees and consultants, maintain in effect all Company Material Contracts and preserve their relationships, customers, licensees, suppliers and other Persons with which they have business relations. By way of amplification and not limitation, except as expressly permitted by this Agreement, neither the Company nor its Subsidiaries shall, during the Interim Period, directly or indirectly, do any of the following without the prior written consent of Parent:
