Conduct of Company Business Pending the Merger. (a) The Company agrees that, except (i) as set forth in Section 6.1(a) of the Company Disclosure Letter, (ii) for any transaction, contract or other business arrangement entered into or agreed by any Person set forth on Section 4.1(c) of the Company Disclosure Letter, including but not limited to any issuance of securities by such Person or any sale or acquisition of any assets by such Person, (iii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses (I) in the ordinary course of business in all material respects and (II) in compliance in all material respects with applicable Laws and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key business relationships, vendors, counterparties and employees; provided, however, that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.1(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Evofem Biosciences, Inc.), Agreement and Plan of Merger (Aditxt, Inc.), Agreement and Plan of Merger (Aditxt, Inc.)
Conduct of Company Business Pending the Merger. (a) The Company agrees that, except (i) as set forth in Section on Schedule 6.1(a) of the Company Disclosure Letter, (ii) for any transaction, contract or other business arrangement entered into or agreed by any Person set forth on Section 4.1(c) of the Company Disclosure Letter, including but not limited to any issuance of securities by such Person or any sale or acquisition of any assets by such Person, (iii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses (I) in all material respects in the ordinary course of business in all material respects and (II) in compliance in all material respects consistent with applicable Laws past practice and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key business relationships, vendors, vendors and counterparties and employees(B) the Company shall maintain its status as a REIT; provided, however, that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 6.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.1(b).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Anworth Mortgage Asset Corp), Agreement and Plan of Merger (Ready Capital Corp), Agreement and Plan of Merger (Ready Capital Corp)
Conduct of Company Business Pending the Merger. (a) The Company agrees that, except (i) as set forth in Section 6.1(aon Schedule 7.1(a) of the Company Disclosure Letter, (ii) for any transaction, contract or other business arrangement entered into or agreed by any Person set forth on Section 4.1(c) of the Company Disclosure Letter, including but not limited to any issuance of securities by such Person or any sale or acquisition of any assets by such Person, (iii) as permitted or required by this Agreement, (iii) as may be required by applicable Law or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditionedconditioned with respect to clause (A)), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIIIIX, (A) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1) conduct its businesses (I) in all material respects in the ordinary course of business in all material respects and (II) in compliance in all material respects consistent with applicable Laws past practice and (2) preserve substantially intact in all material respects its present business organization and preserve its existing relationships with its key business relationships, vendorsvendors and counterparties, counterparties (B) the Company shall, and employeesshall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in compliance in all material respects with applicable Laws and (C) the Company shall maintain its status as a REIT (until immediately prior to the Merger and without regard to the effects of the transactions contemplated by this Agreement); provided, however, that no action by the Company or its Subsidiaries with respect to the matters specifically addressed by any provision of Section 6.1(b7.1(b) shall be deemed a breach of this sentence unless such action would constitute a breach of such other provision of Section 6.1(b7.1(b).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capstead Mortgage Corp)
