Conduct of Company. Company covenants and agrees that, from the date hereof until the Effective Time, except as expressly provided otherwise in this Agreement, including Schedules 3.11 and 5.01 hereto, or as reasonably necessary for Company to fulfill its obligations hereunder, Company and its Subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their best efforts to preserve intact their business organizations and relationships with customers, suppliers, creditors and business partners and shall use their reasonable efforts to keep available the services of their present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Effective Time, without the prior written approval of Parent (which approval shall not be unreasonably withheld):
Conduct of Company. The Company shall exercise complete control over its employees, contractors and subcontractors and require them to comply with this Agreement, all applicable Legal Requirements, and all applicable policies of the Company. The Company shall also require its employees, contractors and subcontractors to conform to the highest standards of professionalism and ethical conduct. To the extent permitted by applicable Legal Requirements, the Company shall dismiss or discipline any of its employees, contractors or subcontractors who do not conform to such standards and shall take immediate action at its own expense to correct any violations of such standards.
Conduct of Company. No Member, Representative or officer (or (i) their respective Affiliates, (ii) their direct and indirect agents, employees, representatives, officers, directors, shareholders, members and partners, and (iii) the direct and indirect agents, employees, representatives, officers, directors, shareholders, members and partners of their Affiliates) (collectively, the “Indemnified Parties” and each an “Indemnified Party”), shall be liable to the Company or to any other Indemnified Party for any act performed, or omitted to be performed, by it in the conduct of its duties in connection with the Company if such act or omission is reasonably believed by such Person to be within the scope of the authority of such Person under this Agreement, is performed or omitted in good faith and without gross negligence or willful misconduct on the part of such Person, and does not otherwise constitute a material breach of this Agreement, subject to the limitations set forth in Section 4.3E, above (in the case of Tejon). The Company shall defend, indemnify and save harmless each Indemnified Party from any Claim sustained by any such Indemnified Party by reason of any act performed, or omitted to be performed, in good faith and without gross negligence or willful misconduct in the conduct of its duties within the scope of its authority expressly conferred by the Original LLC Agreement, the First Amended and Restated LLC Agreement (as amended) and/or this Agreement, provided that such act does not constitute a material breach of the Original LLC Agreement, the First Amended and Restated LLC Agreement (as amended) and/or this Agreement. The Company’s duty to defend each of the Indemnified Parties shall become effective immediately following the assertion of a Claim against an Indemnified Party; provided, however, that the Company shall not reimburse the attorneys’ fees or costs incurred by any Indemnified Party in any cause of action or proceeding commenced by a Member or the Company against such Indemnified Party, unless and until a final determination is made in such action or proceeding that the Indemnified Party is entitled to indemnification under this Section 16.2. Such indemnity shall not be construed to limit or diminish the coverage of any Member or Representative under any insurance obtained by the Company. Payment shall not be a condition precedent to any indemnification provided in this Agreement.
Conduct of Company. Business Prior to the Effective -------------------------------------------------- Date. (a) Except as set forth on Schedule 5.06 or any other Schedule hereto ----- with reference to this Section 5.06 or otherwise consented to or approved by an authorized officer of Parent or as expressly contemplated or permitted by this Agreement, the Company agrees that prior to the Effective Date (or, if earlier, when a majority of the members of the Board of Directors of the Company are designees of Acquisition Sub in accordance with Section 5.21) the business of the Company and its Subsidiaries shall be conducted in the ordinary course consistent with past practice and:
Conduct of Company. Company is permitted to conduct business only within the confines of its contracted exhibit space at Event. Only authorized representatives of Company are permitted to: (i) display or demonstrate any products, processes, or services, to fulfill orders, (ii) to wear identification of Company’s company or organization, or (iii) to distribute advertising or other materials within the confines of the Company’s exhibit space. Company must show goods or services manufactured or dealt in by Company in the regular course of business. Should an article of a non-exhibiting firm be required for operation or demonstration in a Company’s display, identification of such article shall be limited to the usual and regular nameplates imprint, or trademark under which same is sold in the general course of business. Marketing material matter of any description may be used or distributed only within the space assigned to the Company presenting such material. Only media and literature published and approved by HIMSS may be distributed at the registration desk, in the registration area, in the meeting rooms, in the exposition areas, in public areas, hotels with HIMSS housing block or in transportation areas under lease to HIMSS. No photography or videography is allowed by any photographer other than the designated Event photographer of HIMSS without prior written approval from HIMSS. Company may not enter the exhibit space of other exhibitors without invitation; nor may Company call or invite a visitor out of one exhibit and into its own. The following are prohibited: the use of noisemakers, promotions and presentations that may be judged by HIMSS, in its sole and exclusive discretion, as not in good taste, lacking in dignity, or not in keeping with the purpose of HIMSS. Company use of audio and visual equipment will be permitted, where appropriate to the display; however, sound must be maintained at not more than a level of 75 decibels. HIMSS reserves the right to restrict Company’s use of sound and other devices which exceed 75 decibels and interferes with the best interests of the exhibition as a whole. The violation of any of these rules is grounds for downward adjustment or loss of Company’s exhibitor points, and/or dismissal from Event exhibition hall and/or the Event with forfeiture of all associated monies.
Conduct of Company. Except as otherwise provided in this Agreement or with the consent of the Optionholder, the Shareholder and the Company must ensure that from the date of execution of this Agreement until the earlier of Completion and the Expiry Date, the Company:
Conduct of Company. Except as otherwise provided by the terms of this Agreement, and except for the Company Distribution and the other transactions, actions or events provided for in the Company Distribution Agreement, from and after the date hereof to the Effective Time, Company shall, and shall cause each of its Subsidiaries to, carry on their respective businesses in the ordinary course and use their reasonable efforts to (a) preserve intact their current business organizations, (b) keep available the services of their current officers and key employees and (c) preserve their relationship consistent with past practice with desirable customers, suppliers and others having business dealings with them to the end that their goodwill and ongoing businesses shall be unimpaired in all material respects at the Effective Time it being understood however, that between the date hereof and the Closing Date, (i) the employees of the Company Retained Business may also be engaged in activities for Lakes and its Subsidiaries and certain officers of Company may resign at the time of the Company Distribution and may serve as officers of Lakes and (ii) the failure of any employee of Company to remain an employee of Company shall not constitute a breach of this covenant. Without limiting the generality of the foregoing, prior to the Effective Time, except as otherwise provided by the terms of this Agreement, and except for the Company Distribution and the other transactions, actions or events otherwise provided for in the Company Distribution Agreement and except as to those matters set forth in paragraph 6.1 of the Company Disclosure Schedule (for which Hilton hereby consents), Company shall not and shall cause its Subsidiaries not to, without the written consent of Hilton, which consent may not be unreasonably withheld: (a) (i) declare, set aside or pay any dividends on, or make any other distributions in respect of, any of its capital stock, other than dividends and distributions by any direct or indirect wholly-owned Subsidiary of Company to Company, (ii) split, combine or reclassify any of its capital stock or, except pursuant to the exercise of options, warrants, conversion rights, exchange rights and other contractual rights existing on the date hereof, issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock or other equity interest or (iii) purchase, redeem or otherwise acquire or amend any shares of capital ...
Conduct of Company. (a) Except as expressly permitted by this Agreement or as required by applicable Law, from the date of this Agreement until the Closing, the Company will use commercially reasonable efforts to, and will cause each of its Subsidiaries to use commercially reasonable efforts to, (v) pay and perform all its material obligations when due in accordance with past practice and, subject to the rights of the Company set forth in Section 5.01(d), use its cash and cash equivalents in the ordinary course of business consistent with past practice, (w) maintain its Permits, including its broker licenses, so the same remain in full force and effect, (x) conduct its business in the ordinary course of business, (y) preserve substantially intact its business organization, and (z) preserve its present relationships with employees, customers, suppliers and other persons with which it has material business relations; provided that, notwithstanding the foregoing, (i) a reasonable good faith action taken solely to address an extraordinary or unusual event stemming directly from or arising directly out of the COVID-19 pandemic that is outside of the ordinary course of business shall not 42 be deemed to be a breach of this Section 5.01(a), but the Company shall notify Buyer in writing prior to taking such action, (ii) no action by the Company or its Subsidiaries with respect to matters specifically and explicitly addressed by any other provision of this Section 5.01 will be deemed a breach of this Section 5.01(a), unless such action would constitute a breach of one or more of such other provisions, and (iii) the Company and its Subsidiaries' failure to take any action prohibited by Section 5.01(b) will not be a breach of this Section 5.01(a).
Conduct of Company. (a) From the date of this Agreement until the Closing, the Company will use reasonable best efforts to (i) conduct its and its Subsidiaries’ business in the ordinary course of business consistent with past practice, (ii) preserve substantially intact its and its Subsidiaries’ business organization, (iii) preserve its and its Subsidiaries’ present relationships and goodwill with customers, suppliers and other persons with which it has material business relations, (iv) prosecute and maintain, in full force and effect, the Company Registered IP, (v) protect the confidentiality of any Trade Secrets or material Confidential Information included in the Company Owned IP and (vi) maintain insurance policies comparable in amount and scope of coverage to that now maintained.
Conduct of Company. (a) From the date of this Agreement until the earlier of the Closing or the termination of this Agreement in accordance with its terms, the Company will, and will cause its Subsidiaries to, use commercially reasonable efforts (x) to conduct its and its Subsidiaries’ business in the ordinary course of business consistent with past practice, (y) to preserve substantially intact its business organization, and (z) to preserve in all material respects its present relationships with its customers, suppliers and other persons with which it has material business relations; provided that, notwithstanding the foregoing, (i) no action by the Company or its Subsidiaries with respect to matters specifically addressed by any other provision of this Section 5.01 will be deemed a breach of this Section 5.01(a), unless such action would constitute a breach of one or more of such other provisions, and (ii) the Company and its Subsidiaries’ failure to take any action prohibited by Section 5.01(b) will not be a breach of this Section 5.01(a).
