Conduct of Company Business Pending the Merger. (a) The Company agrees that except as (i) set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) 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), the Company covenants and agrees that, 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 in all material respects in the ordinary course consistent with past practice and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key business relationships, vendors and counterparties and (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 2 contracts
Samples: Agreement and Plan of Merger (CYS Investments, Inc.), Iii Agreement and Plan of Merger (Two Harbors Investment Corp.)
Conduct of Company Business Pending the Merger. (a) The Company agrees that except Except as (i) set forth on Schedule in Section 6.1(a) of the Company Disclosure Letter, (ii) as permitted or required by this Agreement, (iii) as may be required by applicable Law Law, or (iv) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company covenants and agrees that, 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 in all material respects in the ordinary course consistent with past practice of business and (2) preserve substantially intact its present business organization and preserve its existing relationships with its key business relationships, vendors and counterparties relationships and (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 2 contracts
Samples: Agreement and Plan of Merger (Broadmark Realty Capital Inc.), Agreement and Plan of Merger (Ready Capital Corp)
Conduct of Company Business Pending the Merger. (a) The Company agrees that that, except as (i) as set forth on Schedule 6.1(a7.1a) of the Company Disclosure Letter, (ii) 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), the Company covenants and agrees that), 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 in all material respects in the ordinary course consistent with 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, vendors and counterparties counterparties, (B) the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in compliance in all material respects with applicable Laws and (BC) the Company shall maintain its status as a REITREIT (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 (Benefit Street Partners Realty Trust, Inc.)
