Conduct of Buyer. Except as provided in the Transaction Documents, from the date of this Agreement until the Effective Time, except with the prior written consent of Seller, Buyer will conduct its business in the Ordinary Course of Business consistent with past practice and will use its commercially reasonable best efforts to preserve intact its business organization and relationships with third parties and to keep available the services of its current officer and director.
Conduct of Buyer. Parent shall cause Buyer to comply with all of its obligations under this Agreement in accordance with the terms and subject to the conditions set forth in this Agreement.
Conduct of Buyer. 40 Section 6.02
Conduct of Buyer. Buyer shall neither:
Conduct of Buyer. From the date hereof until the Merger Date, Buyer shall, and shall cause its Subsidiaries to, conduct their business in all material respects in the ordinary course consistent with past practice and use their commercially reasonable efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, except as expressly permitted in this Agreement, from the date hereof until the Merger Date:
Conduct of Buyer. (a) Except (i) to the extent compelled or required by applicable Law or Order, (ii) as may be necessary or commercially reasonable in response to a Contagion Event or Contagion Event Measures (provided, that Buyer shall reasonably consult with Seller to the extent reasonably practicable prior to undertaking any action in response to a Contagion Event or Contagion Event Measures), (iii) as otherwise expressly permitted or contemplated by this Agreement or any Other Transaction Document, (iv) in connection with the performance or exercise of any right or obligation pursuant to any existing Contract, (v) as set forth in Section 6.2 of the Buyer Disclosure Schedule, or (vi) as consented to in advance in writing by Seller (which consent shall not be unreasonably withheld, conditioned or delayed, and provided that the failure of Seller to respond to such a request for consent notified to [Redacted] (email: [Redacted]) and [Redacted] (email: [Redacted]) within five Business Days thereafter shall be deemed to constitute consent), during the period from the date hereof to the Closing Date, Buyer shall, and shall cause its Subsidiaries to, conduct its business and operations in the ordinary course; provided, however, that (A) no action by Buyer or any of its Affiliates with respect to any specific exception permitted by any provision of Section 6.2(b) shall be deemed a breach of this Section 6.2(a) or any other provision of Section 6.2(b) that may apply and (B) the failure of Buyer or any of its Affiliates to take any action prohibited by Section 6.2(b) shall not be deemed a breach of this Section 6.2(a).
Conduct of Buyer. Buyer agrees that, from the date of this Agreement until the earlier of the Closing and the valid termination of this Agreement in accordance with ARTICLE IX, except: (w) as required or expressly permitted by this Agreement or the transactions contemplated hereby; (x) as set forth in Section 5.13 of the Disclosure Schedules, (y) as required by applicable Law (including by any Governmental Authority or Franchise Law); or (z) as Seller shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), Buyer shall not and shall cause each of its Subsidiaries not to:
Conduct of Buyer. Buyer covenants and agrees that during the period commencing on the date hereof and ending on the Closing Date, Buyer will, and will cause each member of the Buyer Group to (A) conduct the business of the Buyer Group in the ordinary course and (B) maintain and preserve Buyer’s Subsidiaries as wholly-owned Subsidiaries and cause them to maintain and preserve in all material respects their respective assets.
Conduct of Buyer. Except for matters set forth in Section 6.2 of Buyer Disclosure Letter or as otherwise contemplated by or specifically provided in this Agreement or as subsequently consented to in writing by the Company, during the Pre-Closing Period, Buyer shall use its reasonable best efforts to conduct its business in the ordinary and usual course consistent with past practice. Without limiting the generality of the foregoing, and except for matters set forth in Section 6.2 of the Buyer Disclosure Letter or as expressly contemplated or permitted by this Agreement, without the prior written consent of the Company, Buyer shall not, and shall not permit its Subsidiaries to:
Conduct of Buyer. From the date hereof through the Closing Date, except as required by Applicable Law, expressly contemplated hereby or as otherwise authorized by the prior written consent of Seller, Buyer shall not (a)amend the constituent documents of Buyer or any of its Subsidiaries in a manner that would materially impair or delay Buyer’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby, (b)take any action that to Buyer’s knowledge at the time such action is taken would reasonably be expected to prevent, materially impede or materially delay the consummation of the transactions contemplated by this Agreement, or materially impair Buyer’s ability to perform its obligations under this Agreement or consummate the transactions contemplated hereby, (c)take any actions that is intended or reasonably likely to result in any of the conditions set forth in Section 8.01 or Section 8.03 not being satisfied or (d)agree to take or make any commitment to take any of the actions prohibited by this Section 6.08.
