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

Conduct of Business Pending the Merger. SECTION 6.01 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the Company covenants and agrees that, between the date of this Agreement and the Effective Time, unless Parent shall otherwise agree in writing, the businesses of the Company and the Company's Subsidiaries shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Company's Subsidiaries and to preserve the current relationships of the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement, neither the Company nor any Subsidiary of the Company shall, between the date of this Agreement and the Effective Time, directly or indirectly, 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 Pending the Merger. SECTION 6.01 5.1. Conduct of the Business by of the Company Pending the MergerCompany. Except as expressly contemplated by this Agreement or in as otherwise set forth on Section 6.01 5.1 of the Company Disclosure ScheduleLetter, during the Company covenants and agrees that, between period from the date of this Agreement and to the Effective Time, unless Parent shall otherwise agree in writing, the businesses of the Company and the Company's Company Subsidiaries shall be conducted only inwill each conduct its operations in all material respects according to its ordinary and usual course of business, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall will use its commercially reasonable best efforts to preserve substantially intact the its business organization of the Company and the Company's Subsidiariesorganization, to keep available the services of the current officers, its officers and employees and consultants to maintain satisfactory relationships with customers, suppliers and others having business relationships with it and will take no action that could reasonably be deemed to have a material adverse effect on the ability of the Company to consummate the transactions contemplated by this Agreement, or the timing thereof. The Company shall consult regularly with Parent on the management and business affairs of the Company and the Company Subsidiaries. The Company will promptly advise the Parent in writing of any change in the Company's Subsidiaries and to preserve the current relationships or any of the Company Subsidiaries' business or financial condition which is materially adverse to it and the Company's Company Subsidiaries with customerstaken as a whole. Without limiting the generality of the foregoing, suppliers and other persons with which the Company or any Subsidiary except as set forth on Section 5.1 of the Company has significant business relations. By way of amplification Disclosure Letter, and not limitation, except as otherwise expressly contemplated by this Agreement, prior to the Effective Time, neither the Company nor any Subsidiary of the Company shallSubsidiaries will, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Parent, which consent shall not be unreasonably withheld, conditioned or delayed:

Conduct of Business Pending the Merger. SECTION 6.01 4.1. Conduct of Business by the Company Pending the MergerClosing. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the Company covenants and agrees that, between From the date of this Agreement and to the Effective Time, unless Parent shall except as may be required to satisfy the Company's obligations under this Agreement or as Merger Sub may otherwise agree in writing, the businesses Company shall, and shall cause each of the Company and the Company's Subsidiaries shall be conducted only inSubsidiaries, and the Company and the Company's Subsidiaries shall not take any action except in, to (i) carry on its respective businesses in the ordinary course of business and in a manner consistent with past practice; and the Company shall course, (ii) use its all reasonable best efforts to preserve substantially intact the its current business organization of the Company organizations and the Company's Subsidiaries, to keep available the services of its current officers and key employees, (iii) use all reasonable best efforts to preserve its relationships with customers, suppliers, third party payors and other Persons with which it has business dealings, (iv) comply in all material respects with all laws and regulations applicable to it or any of its properties, assets or business and (v) maintain in full force and effect all Company Permits or related approvals necessary for such business. Any action taken or failure to take action by the current officersCompany, employees and consultants which action or failure to take action was specifically approved by the affirmative vote of at least seventy five percent of the Company and Members of the Company's Subsidiaries and entire Board of Directors shall be deemed to preserve the current relationships of the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement, neither the Company nor any Subsidiary of the Company shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without constitute the prior written consent of ParentMerger Sub under this Section 4.1. Without limiting the generality of the foregoing, which consent except as may be required to satisfy the Company's obligations under this Agreement or as Merger Sub may otherwise agree in writing, the Company shall not, and shall cause each of the Subsidiaries not be unreasonably withheld, conditioned or delayedto:

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the The Company covenants and agrees that, between the date of this Agreement and the Effective Timeelection or appointment of Purchaser's designees to the Board pursuant to Section 6.03 upon the purchase by Purchaser of any Shares pursuant to the Offer (the "Purchaser's Election Date"), unless Parent shall otherwise agree in writing, the businesses of the Company and the Company's Subsidiaries shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and the Company shall use its all reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Company's Subsidiaries and to preserve the current relationships of the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this AgreementAgreement or by Section 5.01 of the Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of the Company shall, between the date of this Agreement and the Effective TimePurchaser's Election Date, directly or indirectlyindirectly do, 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 Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the The Company Disclosure Schedule, the Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as required by applicable Law, as set forth in Section 5.01 of the Company Disclosure Letter or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, delayed or conditioned), (i) the businesses of the Company and the Company's Company Subsidiaries shall be conducted only in, and the Company and the Company's Company Subsidiaries shall not take any action except in, a lawfully permitted manner in the ordinary course of business and in a manner consistent with past practice; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Company Subsidiaries, to keep available the services of the current officers, employees employees, consultants, contractors, subcontractors and consultants agents of the Company and the Company's Company Subsidiaries and to preserve the current relationships of the Company and the Company's Company Subsidiaries with Governmental Authorities, customers, suppliers and other persons with which the Company or any Company Subsidiary of the Company has significant business material relations. By way of amplification and not limitation, except as required by applicable Law, as set forth in Section 5.01 of the Company Disclosure Letter or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary of the Company shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned delayed or delayed:conditioned):

Conduct of Business Pending the Merger. SECTION 6.01 5.1 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the Company. The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, which agreement shall not be unreasonably withheld or delayed, the Company shall conduct its business and shall cause the businesses of the Company and the Company's Subsidiaries shall to be conducted only in, and the Company and the Company's Company Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the practice except as expressly contemplated by this Agreement. The Company shall use its reasonable best efforts to preserve substantially intact the business organization and material assets and maintain the material rights of the Company and the Company's Company Subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and the Company's Company Subsidiaries and to preserve the current present relationships of the Company and the Company's Company Subsidiaries with customers, suppliers and other persons with which the Company or any Company Subsidiary of the Company has significant business relations. By way of amplification and not limitationWithout limiting the foregoing, except as expressly contemplated by this Agreement, neither the Company nor any Company Subsidiary of the Company shall, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly, indirectly 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 Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the The Company covenants and agrees that, between the date of this Agreement and the Effective Timeelection or appointment of Purchaser's designees to the Board pursuant to Section 6.03 upon the purchase by Purchaser of any Shares pursuant to the Offer (the "Purchaser's Election Date"), unless Parent shall otherwise agree in writing, the businesses of the Company and the Company's Subsidiaries shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; practice and the Company shall use its all reasonable best efforts consistent with good business judgment under the current circumstances to preserve substantially intact the business organization of the Company and the Company's Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Company's Subsidiaries and to preserve the current relationships of the Company and the Company's Subsidiaries with customers, suppliers suppliers, vendors, distributors and other persons with which the Company or any Subsidiary of has business relations to the Company has significant business relationsend that their goodwill and ongoing businesses shall be unimpaired in all material respects at the Effective Time. By way of amplification and not limitation, except as expressly contemplated by this AgreementAgreement or by Section 5.01 of the Disclosure Schedule, the Company agrees that neither the Company nor any Subsidiary of the Company shall, between the date of this Agreement and the Effective TimePurchaser's Election Date, directly or indirectlyindirectly do, 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 Pending the Merger. SECTION 6.01 5.01. Conduct of Business by the Company Pending the MergerPurchaser's Election Date. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the The Company covenants and agrees that, between the date of this Agreement and the Effective Timeelection or appointment of Purchaser's designees to the Board pursuant to Section 6.03 upon the purchase by Purchaser of any Shares pursuant to the Offer (the "Purchaser's Election Date"), unless Parent shall otherwise agree in writing, the businesses of the Company and the Company's Subsidiaries shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Company's Subsidiaries and to preserve the goodwill of those current relationships of the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this AgreementAgreement or as disclosed in Section 5.01 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company shallshall not, between the date of this Agreement and the Effective TimePurchaser's Election Date, directly or indirectlyindirectly do, 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 Pending the Merger. SECTION 6.01 5.1 Conduct of Business by of the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the The Company covenants and agrees that, between the date of except as expressly permitted by this Agreement and or as set forth in Section 5.1 of the Company Disclosure Letter, until the Effective Time, unless the Parent shall otherwise agree in writingwriting prior to the taking of any action otherwise prohibited by the terms of this Section 5.1, the businesses Company shall, and shall cause each Company Subsidiary to, conduct its operations and business in the ordinary and usual course of business and consistent with past practice and, to the Company extent consistent therewith, with no less diligence and effort than would be applied in the Company's Subsidiaries absence of this Agreement, seek to preserve intact its business organizations' goodwill, keep available the services of its present officers and key employees, and preserve the goodwill and business relationships with suppliers, distributors, customers and others having business relationships with it, with the intent that such goodwill and ongoing business relationships shall be conducted only in, and unimpaired in all material respects at the Effective Time. The Company and agrees that it will maintain its cash management policies in effect on the Company's Subsidiaries shall not take any action except in, date hereof in the ordinary course of business and in a manner consistent with past practice; practice and that it will continue to maintain insurance of the types and in the amounts in effect on the date hereof as long as such insurance is available to the Company shall use its on commercially reasonable best efforts to preserve substantially intact terms, including at comparable rates. Without limiting the business organization generality of the foregoing, and except as otherwise expressly permitted by this Agreement or as set forth in Section 5.1 of the Company and the Company's SubsidiariesDisclosure Letter, prior to keep available the services of the current officers, employees and consultants of the Company and the Company's Subsidiaries and to preserve the current relationships of the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement, neither the Company nor any Subsidiary of the Company shall, between the date of this Agreement and the Effective Time, directly or indirectly, do any of the following without the prior written consent of the Parent, which consent shall the Company will not, and will cause each Company Subsidiary not be unreasonably withheld, conditioned or delayedto:

Conduct of Business Pending the Merger. SECTION 6.01 5.01 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of During the Company Disclosure Schedule, the Company covenants and agrees that, between period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, (a) the businesses business of the Company and the Company's Subsidiaries shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, the ordinary course of business business, and in a manner accordance in all material respects with all applicable laws, rules and regulations, and (b) the Company agrees (except to the extent that Parent shall otherwise consent in writing), to use all reasonable efforts consistent with past practice; practices and the Company shall use its reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Subsidiaries, policies to keep available the services of the current officers, its present officers and key employees and consultants and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it, to the end that its goodwill and ongoing businesses would be unimpaired, in any material respect, at the Effective Time. The Company shall promptly notify Parent of any event or occurrence not in the ordinary course of business of the Company and shall notify Parent of any change in the operation of the Company's Subsidiaries ’s business activities and of any governmental or third party complaints, investigations or proceedings if such complaint, change, investigation, or hearing would have, or would reasonably be expected to preserve have, a Company Material Adverse Effect or would be material to any party’s ability to consummate the current relationships of transactions contemplated by the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relationsTransaction Documents. By way of amplification and not limitation, except as expressly contemplated by this Agreement, neither the Company nor any Subsidiary Agreement or as set forth in Section 5.01 of the Company shallDisclosure Schedule, the Company shall not, between the date of this Agreement and the Effective Time, directly or indirectly, 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 Pending the Merger. SECTION 6.01 Section 6.01. Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the The Company Disclosure Schedule, the Company covenants and agrees that, between the date of this Agreement and the earliest to occur of (i) the date of termination of this Agreement, (ii) the date directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board or (iii) the Effective Time, except as contemplated by Section 6.01 of the Disclosure Schedule or unless Parent shall otherwise agree in writing, the businesses of the Company and the Company's Subsidiaries taken as a whole shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any material action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its all reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and the Company's Subsidiaries and to preserve the current relationships of the Company and the Company's Subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this AgreementAgreement and Section 6.01 of the Disclosure Schedule, neither the Company nor any Subsidiary of the Company shall, between the date of this Agreement and the earliest to occur of the (i) date of termination of this Agreement, (ii) the date directors designated by Parent or Purchaser have been elected to and constitute a majority of the Board or (iii) the Effective Time, directly or indirectly, do do, or propose to do, any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned or delayed:):

Conduct of Business Pending the Merger. SECTION 6.01 4.01. Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the Company Disclosure Schedule, the The Company covenants and agrees that, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, and except as set forth in Section 4.01 of the Company Disclosure Schedule, or as required by law with prompt notification to Parent, the Company shall conduct its business and shall cause the businesses of the Company and the Company's Subsidiaries shall its subsidiaries to be conducted only in, and the Company and the Company's Subsidiaries its subsidiaries shall not take any action except in, the ordinary course of business and in a manner consistent with past practice; and the Company shall use its reasonable best commercial efforts to preserve substantially intact the business organization of the Company and the Company's Subsidiariesits subsidiaries, to keep available the services of the current present officers, employees and consultants of the Company and the Company's Subsidiaries its subsidiaries and to preserve the current present relationships of the Company and the Company's Subsidiaries its subsidiaries with customers, suppliers and other persons with which the Company or any Subsidiary of the Company its subsidiaries has significant business relations. By way of amplification and not limitation, except as expressly contemplated by this Agreement, as set forth in Section 4.01 of the Company Disclosure Schedule or as required by law with advance written notification to Parent, neither the Company nor any Subsidiary of the Company its subsidiaries shall, between during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectlyindirectly do, do or publicly propose to do, any of the following without the prior written consent of Parent, which consent shall which, in the case of clauses (c), (d)(i) (but only in respect of cross-border dividends by a subsidiary), (d)(iv), (e)(iv), (f), (h) or (i), will not be unreasonably withheld, conditioned withheld or delayed:

Conduct of Business Pending the Merger. SECTION 6.01 Section 5.01 Conduct of Business by the Company Pending the Merger. Except as expressly contemplated by this Agreement or in Section 6.01 of the The Company Disclosure Schedule, the Company covenants and agrees that, between from the date of this Agreement and until the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article VIII, except as required by applicable Law, as set forth in Section 5.01 of the Company Disclosure Letter or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree consent in writingwriting (which consent shall not be unreasonably withheld, delayed or conditioned), (i) the businesses of the Company and the Company's Company Subsidiaries shall be conducted only in, and the Company and the Company's Subsidiaries shall not take any action except in, in the ordinary course of business and in a manner consistent with past practicepractice in all material aspects; and (ii) the Company shall use its commercially reasonable best efforts to preserve substantially intact the business organization of the Company and the Company's Company Subsidiaries, to keep available the services of the current officers, officers and key employees and consultants of the Company and the Company's Company Subsidiaries and to preserve the current relationships of the Company and the Company's Company Subsidiaries with Governmental Authorities, customers, suppliers and other persons with which the Company or any Company Subsidiary has business relations that are material to the Company and the Company Subsidiaries, taken as a whole. Further, except as required by applicable Law, as set forth in Section 5.01 of the Company has significant business relations. By way of amplification and not limitation, except Disclosure Letter or as expressly contemplated or permitted by any other provision of this Agreement, neither the Company nor any Company Subsidiary of the Company shall, between the date of this Agreement and the earlier of the Effective TimeTime or the termination of this Agreement in accordance with Article VIII, directly or indirectly, do any of the following without the prior written consent of Parent, Parent (which consent shall not be unreasonably withheld, conditioned conditioned, or delayed:):