Conduct of Business Prior to Closing Date. Except as expressly contemplated by this Restated Agreement, during the period from the date of this Restated Agreement to the Closing Date, Web shall conduct its business in the ordinary course and consistent with past practice, subject to the limitations contained in this Restated Agreement, and Web shall use its reasonable business efforts to preserve intact its business organization, to keep available the services of its officers, agents and employees and to maintain satisfactory relationships with all Persons with whom it does business. Except as expressly contemplated by this Restated Agreement, and it being acknowledged and agreed by each of the parties to this Restated Agreement that Parent is in the process of a substantial reduction in workforce, and, subject to the sale of the CLEC Operations, Parent shall, and it shall cause the Active Parent Subsidiaries to, use its or their reasonable best efforts to preserve intact its business organization consistent with the budget adopted by the Executive Committee of the Board of Directors of Parent, to keep available the services of only those officers, agents and employees whom Parent believes are required to maintain satisfactory relationships with all Persons with whom it does business. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Restated Agreement, after the date of this Restated Agreement and prior to the Closing Date, (i) Web will not, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed); and (ii) subject to the sale of the CLEC Operations, neither Parent nor any Active Parent Subsidiary will, without the prior written consent of Web (which consent shall not be unreasonably withheld or delayed):
Conduct of Business Prior to Closing Date. (a) Except as may be otherwise contemplated by this Agreement or required by any of the documents listed in the Disclosure Schedule or except as Buyer may otherwise consent to in writing (which consent shall not be unreasonably withheld), between the date hereof and the Closing Date, the Company will continue to conduct its operations and business in the ordinary course as conducted on the date hereof and will not engage in or permit any transactions outside the ordinary course. The parties hereby agree that transactions outside the ordinary course include for the purposes of this paragraph 5.1(a), without limitation, any business combination transaction, the offer or sale of any debt or equity securities or rights or options to acquire such securities, the sale of any assets, the modification of any material agreement or the execution of any material agreement, commitment, agreement in principal or letter of intent, the incurrence of any material liability, agreeing to any compensation for any executive officer or employee, any distributions with respect to any capital stock, the grant or issuance of any option, warrant or other derivative security, and the amendment, termination of or default under any material agreements or contracts. Seller will cause the Company not to (i) make any change in the Company's Certificate of Incorporation, By-Laws or similar charter documents; (ii) make any change in its issued or outstanding capital stock, or issue any warrant, option or other right to purchase shares of its capital stock or any security convertible into shares of its capital stock, or redeem, purchase or otherwise acquire any shares of its capital stock, or declare any dividends or make any other distribution in respect of its capital stock; (iii) voluntarily incur or assume, whether directly or by way of guarantee or otherwise, any material obligation or liability; (iv) mortgage, pledge or encumber any material part of its properties or assets, tangible or intangible; (v) sell or transfer any material part of its assets, property or rights, or cancel any material debts or claims; (vi) amend or terminate any Company Contract or any Company Material Permit to which it is a party; (vii) adopt any employee benefit plan; (viii) make any changes in the accounting methods, principles or practices employed by it, except as required by generally accepted accounting principles; (ix) make any capital expenditure or enter into any commitment therefor; (x) incur any...
Conduct of Business Prior to Closing Date. (a) Unless BRC and the Company agree otherwise, during the period pending the Closing Time, the Company:
Conduct of Business Prior to Closing Date. During the period until the Closing Date, the Company shall (unless otherwise consented to in writing by Parent) conduct its operations in the ordinary and usual course of business consistent with past and current practices, and shall use its best efforts to maintain and preserve intact its business organization and goodwill, to retain the services of its key officers and employees, and to maintain satisfactory relationships with its customers, suppliers and others having business relationships with it. Without limiting the foregoing, the Company without the prior approval of Parent:
Conduct of Business Prior to Closing Date. From the date hereof to the Closing Date, each Company, each Subsidiary and the Seller shall:
Conduct of Business Prior to Closing Date. Prior to Closing, Seller covenants and agrees as follows:
Conduct of Business Prior to Closing Date. Section 1.051. Conduct of Business Prior to Closing Date. Except as permitted by prior written consent of Buyer, between the date hereof and the Closing:
Conduct of Business Prior to Closing Date. Seller covenants and agrees with Buyer that from the date hereof hereof through the Closing Date, except as otherwise expressly contemplated in this Agreement, unless Buyer otherwise consents in writing (which consent may be withheld Buyer’s sole discretion), Seller shall:
Conduct of Business Prior to Closing Date. During the period from the date of this Agreement to the Closing Date, except as disclosed in Part 5.1 of the Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as approved by Buyer, which approval shall not be unreasonably withheld or delayed, each of LPI and SPI shall, and PlanetOut shall cause each of LPI and SPI to: (i) conduct the Print Business in material compliance with the expense budgets and strategic plans set forth in PlanetOut’s 2008 budget as approved by Buyer (the “Strategic Plan”), a copy of which is attached as Part 5.1(b) of the Disclosure Schedule; (ii) pay accounts payable on a timely basis consistent with past practices; and (iii) collect accounts receivable on a timely basis consistent with past practices.
Conduct of Business Prior to Closing Date. Except as set forth on the Company Disclosure Schedule, during the period from the date of this Agreement to the Closing Date, the Company shall, and shall cause its officers and directors to, use their collective best efforts to preserve intact the Company's business organization and to maintain satisfactory relationships with licensors, suppliers, distributors, employees and customers. Prior to the Closing Date, the Company shall, and shall cause its officers and directors to, notify and consult with WEC before taking any material action or entering into any material agreement with respect to the Company's business or assets. Prior to the Closing Date, the Company shall not, and shall ensure that its officers and directors shall not, without the prior written consent of WEC, which shall not be unreasonably withheld, or except as specifically contemplated by this Agreement:
