Common use of Conduct of Business of the Company Pending the Merger Clause in Contracts

Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with ‎Article VIII, except as contemplated or permitted by this Agreement, as set forth in ‎Section 5.1 of the Company Disclosure Letter, as required by applicable Laws or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall and shall cause its subsidiaries to, (x) conduct its and their respective businesses in the ordinary course of business consistent with past practice in all material respects and (y) use its and their respective commercially reasonable efforts to preserve substantially intact its and each of its subsidiaries’ business organization and material business relationships (including with the existing key customers, suppliers and employees), and (b) without limiting the foregoing, the Company shall not and shall cause each of its subsidiaries not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Centurium Capital Partners 2018, L.P.), Agreement and Plan of Merger (China Biologic Products Holdings, Inc.)

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Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with ‎Article Article VIII, except as otherwise expressly contemplated or permitted by this Agreement, as set forth in ‎Section Section 5.1 of the Company Disclosure LetterSchedule, as required by applicable Laws Laws, or as unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the business of the Company and its subsidiaries shall be conducted in the ordinary and usual course of business and the Company shall use its commercially reasonable efforts, and shall cause its subsidiaries to, (x) conduct its and their respective businesses in the ordinary course of business consistent with past practice in all material respects and (y) to use its and their respective commercially reasonable efforts efforts, to preserve substantially intact its their respective existing relations and each of its subsidiaries’ business organization and material business relationships (including goodwill with the existing key Governmental Entities, customers, suppliers suppliers, distributors, creditors, lessors, and employees), employees and (b) without limiting the foregoing, neither the Company shall not and shall cause each nor any of its subsidiaries not toshall:

Appears in 1 contract

Samples: Agreement and Plan of Merger (TRW Automotive Holdings Corp)

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Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with ‎Article VIII, except as contemplated or permitted otherwise expressly required by this Agreement, as set forth in ‎Section 5.1 of the Company Disclosure Letter, as required by applicable Laws or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (a) the Company shall and shall cause its subsidiaries to, (x) conduct its and their respective businesses in the ordinary course of business consistent with past practice practices in all material respects aspects, and (y) use reasonable efforts to maintain in effect all material Licenses necessary for the lawful conduct of its and their respective businesses and (z) use its and their respective commercially reasonable efforts to preserve substantially intact its and each of its subsidiaries’ business organization and material business relationships (including with the existing key customers, suppliers suppliers, employees and employeeslessors), and (b) without limiting the foregoing, the Company shall not and shall cause each of its subsidiaries not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zhangmen Education Inc.)

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