CONDUCT OF BUSINESS PENDING THE MANAGEMENT BUSINESS SALE Sample Clauses

CONDUCT OF BUSINESS PENDING THE MANAGEMENT BUSINESS SALE. Section 5.1 Conduct of the Company and its Subsidiaries 24 Section 5.2 Conduct of the Buyer 28 Section 5.3 No Control of Other Party’s Business 28 ARTICLE VI ADDITIONAL AGREEMENTS Section 6.1 Efforts 29 Section 6.2 Access to Information 31 Section 6.3 Public Announcements 32 Section 6.4 Employee Matters 32 Section 6.5 Company Reorganization; Owned Land Parcels Sale 33 Section 6.6 Notification of Certain Matters 35 Section 6.7 Joint Ventures; Real Property Leases; 35 Section 6.8 Certain Litigation 35 Section 6.9 Company Proxy Statement 35 Section 6.10 Solicitation 35 Section 6.11 Takeover Statutes 36 Section 6.12 Working Capital Estimate 36 ARTICLE VII CONDITIONS TO THE MANAGEMENT BUSINESS SALE Section 7.1 Conditions to the Obligations of Each Party 36 Section 7.2 Conditions to the Obligations of the Buyer 37 Section 7.3 Conditions to the Obligations of the Company 38 ARTICLE VIII
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CONDUCT OF BUSINESS PENDING THE MANAGEMENT BUSINESS SALE. Section 5.1 Conduct of the Company and its Subsidiaries. Except as (x) set forth in Section 5.1 of the Company Disclosure Letter or as otherwise (A) expressly permitted or required by this Agreement or (B) expressly required by the Merger Agreement, or (y) consented to in writing by the Buyer (which consent shall not be unreasonably withheld, conditioned or delayed), from the date hereof until the earlier of the Closing and termination of this Agreement in accordance with its terms, the Company shall, and shall cause its Subsidiaries to, and shall use its reasonable best efforts to cause its Significant Joint Ventures to, conduct the Management Business in the ordinary course and in compliance with Law, and use all commercially reasonable efforts to maintain and preserve intact its business organization, including the goodwill of any Governmental Authorities, lenders, suppliers, landlords, Joint Venture partners and other Persons with which it has material business relationships; provided, however, that no action by the Company or its Subsidiaries or its Significant Joint Ventures of the type specifically addressed in Sections 5.1(a) through 5.1(q) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision. Except (i) as required by Law, (ii) as set forth in Section 5.1 of the Company Disclosure Letter, (iii) (A) as may be expressly permitted or required by this Agreement or (B) expressly required by the Merger Agreement, and, in the case of the Significant Joint Ventures, required by the terms of the applicable Joint Venture Agreement, (iv) pursuant to the Company Reorganization or the Holding Company Merger or (v) as may be consented to by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), and solely with regard to the Management Business, the Company shall not, and shall not permit its Subsidiaries or Significant Joint Ventures to:
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Related to CONDUCT OF BUSINESS PENDING THE MANAGEMENT BUSINESS SALE

  • CONDUCT OF BUSINESS PENDING THE MERGER Section 6.01 Conduct of Business by the Company Pending the Merger.

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • CONDUCT OF BUSINESSES PENDING THE MERGER Section 5.01 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, unless Parent or Acquisition Corp. shall otherwise agree in writing or as otherwise contemplated by this Agreement:

  • Conduct of Business Pending Consummation 7.1 Affirmative Covenants of Each Party. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of the other Party shall have been obtained, and except as otherwise expressly contemplated herein, each Party shall and shall cause each of its Subsidiaries to (i) operate its business only in the usual, regular, and ordinary course, (ii) preserve intact its business organization and material Assets and maintain its rights and franchises, and (iii) take no action that would (A) materially adversely affect the ability of either Party to obtain any Consents required for the transactions contemplated hereby without imposition of a condition or restriction of the type referred to in the last sentences of Section 9.1(b) or 9.1(c), or (B) materially adversely affect the ability of either Party to perform its covenants and agreements under this Agreement.

  • Conduct of Business in Normal Course Seller shall carry on its business and activities diligently and in substantially the same manner as it previously has been carried on, and shall not make or institute any unusual or novel methods of purchase, sale, lease, management, accounting or operation that will vary materially from the methods used by Seller as of the date of this Agreement.

  • Conduct of Business by the Company Pending the Merger The Company agrees that, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly required or permitted by this Agreement, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (i) the businesses of the Group Companies shall be conducted in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable efforts to preserve intact the assets and the business organization of the Group Companies in all material respects, to keep available the services of the current officers and key employees of the Group Companies and to maintain in all material respects the current relationships of the Group Companies with existing customers, suppliers and other persons with which any Group Companies has material business relations as of the date hereof. Without limiting the generality of the foregoing paragraph, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement pursuant to Article VIII, except as (x) required by applicable Law, (y) set forth in Section 5.01 of the Company Disclosure Schedule or (z) expressly contemplated or permitted by this Agreement, the Company shall not and shall not permit any other Group Company to, directly or indirectly, do or propose to do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed):

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business by Parent Pending the Merger Parent and Acquisition Sub covenant and agree with the Company that between the date hereof and the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub:

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