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

Conduct of Businesses Prior to the Effective Time. Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during the period from the date of this Agreement to the Effective Time, each of Company and Parent shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its key officers and key employees and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

Appears in 3 contracts

Samples: Merger Agreement (Merrill Lynch & Co., Inc.), Merger Agreement (Merrill Lynch & Co Inc), Merger Agreement (Bank of America Corp /De/)

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Conduct of Businesses Prior to the Effective Time. Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during During the period from the date of this Agreement to the Effective Time, each except as expressly contemplated or permitted by this Agreement or a provision of the Company and Parent shallDisclosure Letter making specific reference to this Section 5.1, the Company will, and shall will cause each of its respective the Company Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization organization, employees and advantageous business relationships and retain the services of its key officers and key employees employees, and (c) take no action that would reasonably be expected to adversely affect or materially delay the ability of the Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or therebyhereby.

Appears in 3 contracts

Samples: Merger Agreement (Hewitt Associates Inc), Merger Agreement (Exult Inc), Merger Agreement (Hewitt Associates Inc)

Conduct of Businesses Prior to the Effective Time. Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during the period from the date of this Agreement to the Effective Time, each of Company and Parent shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use commercially reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its key officers and key employees relationships, and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Merger Agreement (Wachovia Corp New), Merger Agreement (Wachovia Corp New)

Conduct of Businesses Prior to the Effective Time. Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during During the period from the date of this Agreement to the Effective Time, each except as expressly contemplated or permitted by this Agreement or with the prior written consent of Parent, the Company and Parent shall, and shall cause each of its respective Subsidiaries to, (ai) conduct its business in the ordinary course in all material respects, (bi) use reasonable best efforts to maintain and preserve intact its business organization organization, employees and advantageous business relationships and retain the services of its key officers and key employees and (ciii) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub the parties to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

Appears in 2 contracts

Samples: Merger Agreement (Tierone Corp), Merger Agreement (Tierone Corp)

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Conduct of Businesses Prior to the Effective Time. Except as expressly contemplated by or permitted by this Agreement or with the prior written consent of the other party, during the period from the date of this Agreement to the Effective Time, each of Company and Parent shall, and shall cause each of its respective Subsidiaries to, (a) conduct its business in the ordinary course in all material respects, (b) use reasonable best efforts to maintain and preserve intact its business organization and advantageous business relationships and retain the services of its key officers and key employees and (c) take no action that is intended to or would reasonably be expected to adversely affect or materially delay the ability of Company, Parent or Merger Sub to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby or thereby.

Appears in 1 contract

Samples: Merger Agreement (Countrywide Financial Corp)

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