Common use of Conduct of Businesses Prior to the Effective Time Clause in Contracts

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except (a) as expressly contemplated or permitted by this Agreement, (b) as specifically set forth in Section 5.1 of the NeoPharm Disclosure Schedule or Section 5.1 of the Insys Disclosure Schedule or (c) with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), each of NeoPharm and Insys will, and will cause each of its respective Subsidiaries to, (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either NeoPharm or Insys to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.1, (i) neither party will take any action prohibited by Section 5.2 or Section 5.3, as applicable, in order to satisfy such party’s obligations under this Section 5.1 and (ii) no party shall be deemed to have failed to satisfy its obligations under this Section 5.1 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in Section 5.2 or Section 5.3, as applicable.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to until the Effective Time, except (a) as expressly contemplated or permitted by this AgreementAgreement (including by Section 5.2 or Section 5.3 below, (b) as applicable), except as specifically set forth in Section 5.1 5.2 of the NeoPharm MSLO Disclosure Schedule or Section 5.1 5.3 of the Insys Sequential Disclosure Schedule Schedule, as applicable, or (c) except with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), each of NeoPharm MSLO and Insys willSequential shall, and will shall cause each of its respective Subsidiaries to, to (i) conduct its business in the ordinary course consistent with past practice in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either NeoPharm MSLO or Insys Sequential to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.1, (i) neither party will take any action prohibited by Section 5.2 or Section 5.3, as applicable, in order to satisfy such party’s obligations under this Section 5.1 and (ii) no each party shall be deemed not to have failed to satisfy its obligations under this Section 5.1 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in failure to take any action prohibited by Section 5.2 or Section 5.3, as applicable.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except (a) as expressly contemplated or permitted by this AgreementAgreement (including by Section 5.2 or Section 5.3 below, (b) as applicable), except as specifically set forth in Section 5.1 of the NeoPharm Alleghany Disclosure Schedule or Section 5.1 of the Insys Transatlantic Disclosure Schedule or (c) Schedule, as applicable, and except with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), each of NeoPharm Alleghany and Insys willTransatlantic shall, and will shall cause each of its respective Subsidiaries to, to (i) conduct its business in the ordinary course consistent with past practice in all material respects, (ii) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either NeoPharm Alleghany or Insys Transatlantic to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.1, (i) neither party will take any action prohibited by Section 5.2 or Section 5.3, as applicable, in order to satisfy such party’s obligations under this Section 5.1 and (ii) no each party shall be deemed not to have failed to satisfy its obligations under this Section 5.1 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in failure to take any action prohibited by Section 5.2 or Section 5.3, as applicable.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except (a) as expressly contemplated or permitted by this AgreementAgreement (including by Section 5.2 or Section 5.3 below, (b) as applicable), except as specifically set forth in Section 5.1 of the NeoPharm United Disclosure Schedule or Section 5.1 of and the Insys Continental Disclosure Schedule or (c) and except with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), as applicable (in each case subject to Section 6.8), each of NeoPharm United and Insys Continental will, and will cause each of its respective Subsidiaries to, to (i) conduct its business in the ordinary course in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either NeoPharm United or Insys Continental to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity (other than approvals relating to Taxes, which are governed by Section 6.8) required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.1, (i) neither party will take any action prohibited by Section 5.2 or Section 5.3, as applicable, in order to satisfy such party’s obligations under this Section 5.1 and (ii) no each party shall be deemed not to have failed to satisfy its obligations under this Section 5.1 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in failure to take any action prohibited by Section 5.2 or Section 5.3, as applicable.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except (a) as expressly contemplated or permitted by this AgreementAgreement (including by Section 5.2 or Section 5.3 below, as applicable), (b) as specifically set forth in Section 5.1 of the NeoPharm Parent Disclosure Schedule or Section 5.1 of the Insys VTBH Disclosure Schedule Schedule, as applicable, or (c) with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), each of NeoPharm Parent and Insys willVTBH shall, and will shall cause each of its respective Subsidiaries to, to (i) conduct its business in the ordinary course consistent with past practice in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either NeoPharm Parent or Insys VTBH to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.1, (i) neither party will take any action prohibited by Section 5.2 or Section 5.3, as applicable, in order to satisfy such party’s obligations under this Section 5.1 5.1, and (ii) no neither party shall be deemed to have failed to satisfy its obligations under this Section 5.1 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in failure to take any action prohibited by Section 5.2 or Section 5.3, as applicable.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the Effective Time, except (a) as required by Law, as expressly contemplated or permitted by this Agreement, (b) as specifically set forth in Section 5.1 5.01 of the NeoPharm Leap Disclosure Schedule Letter or Section 5.1 of the Insys M-CO Disclosure Schedule Letter, as applicable, or (c) with the prior written consent of as consented to in writing by the other party (which shall such consent not to be unreasonably withheld, conditioned or delayed), each of NeoPharm Leap and Insys M-CO will, and will cause each of its their respective Subsidiaries to, (ia) conduct its business solely in the ordinary course in all material respects, (iib) in the case of Leap, use commercially reasonable efforts to perform the Development Plan, and (c) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships relationships. Leap shall update M-CO regarding developments in its business and retain the services ongoing results of its officers and key employeesclinical trials. In furtherance thereof, and (iii) take no action that would prohibit Leap shall consult with M-CO in good faith regarding any changes to business milestones and/or study designs or materially impair or delay the ability of either NeoPharm or Insys to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated herebyclinical trial plans. Notwithstanding the foregoing provisions of this Section 5.15.01, (i) neither party will take any action prohibited by Section 5.2 5.02 or Section 5.35.03, as applicable, in order to satisfy such party’s obligations under this Section 5.1 5.01 and (ii) no each party shall be deemed not to have failed to satisfy its obligations under this Section 5.1 5.01 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in failure to take any action prohibited by Section 5.2 5.02 or Section 5.35.03, as applicable.

Conduct of Businesses Prior to the Effective Time. During the period from the date of this Agreement to the earlier of the termination of this Agreement in accordance with Article VIII or the Effective Time, except (a) as expressly contemplated or permitted by this AgreementAgreement (including by Section 5.2 or Section 5.3 below, as applicable), (b) as specifically set forth in Section 5.1 of the NeoPharm Parent Disclosure Schedule or Section 5.1 of the Insys Diffusion Disclosure Schedule Schedule, as applicable, or (c) with the prior written consent of the other party (which shall not be unreasonably withheld, conditioned or delayed), each of NeoPharm Parent and Insys willDiffusion shall, and will Parent shall cause each of its respective Subsidiaries to, to (i) conduct its business in the ordinary course consistent with past practice in all material respects, (ii) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its officers and key employees, and (iii) take no action that would prohibit or materially impair or delay the ability of either NeoPharm Parent or Insys Diffusion to obtain any necessary approvals of any regulatory agency or other Governmental Entity required for the transactions contemplated hereby or to consummate the transactions contemplated hereby. Notwithstanding the foregoing provisions of this Section 5.1, (i) neither party will take any action prohibited by Section 5.2 or Section 5.3, as applicable, in order to satisfy such party’s obligations under this Section 5.1 5.1, and (ii) no each party shall be deemed not to have failed to satisfy its obligations under this Section 5.1 to the extent such failure resulted, directly or indirectly, from such party’s compliance with a prohibition in failure to take any action prohibited by Section 5.2 or Section 5.3, as applicable.