Conduct of Business Pending the Transactions Sample Clauses

Conduct of Business Pending the Transactions. Seller covenants and agrees with Purchaser that, prior to the consummation of the Transaction or the termination of this Agreement pursuant to its terms, unless Purchaser shall otherwise consent in writing, which consent shall not be unreasonably withheld or delayed, and except as otherwise contemplated by this Agreement or disclosed in the Acquired Business Disclosure Document, Seller will comply with each of the following:
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Conduct of Business Pending the Transactions. SECTION 6.01. Conduct of Business by the Company Pending the Transactions 80 SECTION 6.02. Conduct of Business by SPAC and Merger Sub Pending the Transactions 85 SECTION 6.03. Conduct of Business by Holdings, Cayman Merger Sub and BVI Merger Sub 87 SECTION 6.04. Claims Against Trust Account 87 ARTICLE VII ADDITIONAL AGREEMENTS SECTION 7.01. No Solicitation 88 SECTION 7.02. Registration Statement; Proxy Statement 90 SECTION 7.03. Company Shareholder Approval; Holdings Shareholder Approval; Cayman Merger Sub Shareholder Approval 93 SECTION 7.04. SPAC Shareholders’ Meeting; BVI Merger Sub Shareholder Approvals 93 SECTION 7.05. Access to Information; Confidentiality 94 SECTION 7.06. Incentive Equity Plan 95 SECTION 7.07. Insurance 95 SECTION 7.08. Directors’ and Officers’ Indemnification and Insurance 96 SECTION 7.09. Notification of Certain Matters 99 SECTION 7.10. Further Action; Reasonable Best Efforts 99 SECTION 7.11. Public Announcements 100 SECTION 7.12. Stock Exchange Listing 100 SECTION 7.13. Antitrust 101 SECTION 7.14. Trust Account 102 SECTION 7.15. Tax Matters 102 SECTION 7.16. Directors and Officers; Advisory Board 103 SECTION 7.17. Holdings Articles 105 SECTION 7.18. SPAC Public Filings 105 SECTION 7.19. Financial Statements 105 SECTION 7.20. Litigation 106 SECTION 7.21. Termination of SPAC Agreements 106 SECTION 7.22. Termination of Company Interested Party Transactions 106 SECTION 7.23. Redemption Rights 106 SECTION 7.24. Additional Compliance 106
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Conduct of Business Pending the Transactions 
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Related to Conduct of Business Pending the Transactions

  • 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 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 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 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:

  • 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 Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

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