CONDUCT OF COMPANY BUSINESS PRIOR TO THE CLOSING Sample Clauses

CONDUCT OF COMPANY BUSINESS PRIOR TO THE CLOSING. Conduct of Business of the Company . During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing, except to the extent that Purchaser shall otherwise consent in writing or except as set forth on Schedule 5.1 of the Disclosure Schedule, the Company shall, and the Seller shall cause the Company to, conduct the business of Company in the ordinary course of business consistent with past practices. Forbearance of the Company . During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with its terms or the Closing, except as expressly contemplated by this Agreement and except as set forth on Schedule 5.2 of the Disclosure Schedule, the Company shall not, and the Seller shall cause the Company to not, without the prior written consent of the Purchaser, take any action or permit any action, event, or occurrence that would have been required to be disclosed in Section 2.9 of the Disclosure Schedule if it had been taken between the Balance Sheet Date and the date hereof.
Sample 1
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CONDUCT OF COMPANY BUSINESS PRIOR TO THE CLOSING. 31 5.1 Affirmative Conduct of Business of the Company 31 5.2 Forbearance of the Company 31 ARTICLE VI ADDITIONAL AGREEMENTS OF THE PARTIES 31 6.1 Non-Solicitation of Competing Acquisition Proposals 31 6.2 General Efforts to Close 32 6.3 Governmental Approvals 33 6.4 Access to Information 34 6.5 Notification of Certain Matters 34 6.6 Contracts 34 6.7 Transaction Expenses 35 6.8 Public Disclosure 35 6.9 Resignation of Directors and Officers 35 ARTICLE VII ADDITIONAL AGREEMENTS OF THE SELLER 36 7.1 Restrictions on Transfer 36 7.2 Confidentiality 36 7.3 Release 37 7.4 Termination of Agreements by the Seller; Waiver of Notice 38 7.5 Non-Competition 38 7.6 Company Director and Officer Indemnification 38 ARTICLE VIII CONDITIONS TO THE TRANSACTION 39 8.1 Conditions to Obligations of Each Party 39 8.2 Conditions to Obligations of Purchaser 39 8.3 Conditions to Obligations of Seller 40 ARTICLE IX INDEMNIFICATION 41 9.1 Survival 41 9.2 Indemnification 41 9.3 Limitations on Indemnification 43 9.4 Indemnification Claim Procedures 45 9.5 Third-Party Claims 46 ARTICLE X TERMINATION, AMENDMENT AND WAIVER 47 10.1 Termination 47 10.2 Effect of Termination 48 -ii- TABLE OF CONTENTS (continued) Page 10.3 Amendment 48 10.4 Extension; Waiver 48 ARTICLE XI TAX MATTERS 48 11.1 Preparation of Returns and Payment of Taxes 48 11.2 Tax sharing Agreement 48 11.3 Cooperation 48 11.4 Straddle Period Taxes 49 11.5 Tax Elections and Actions 49 ARTICLE XII GENERAL PROVISIONS 49 12.1 Notices 49 12.2 Interpretation 51 12.3 Disclosure Schedule 51 12.4 No Third-Party Beneficiaries 52 12.5 Entire Agreement 52 12.6 Assignment 52 12.7 Severability 52 12.8 Specific Performance and Other Remedies 52 12.9 Governing Law 53 12.10 Exclusive Jurisdiction 53 12.11 Waiver of Jury Trial 53 12.12 Further Assurances 53 12.13 Waiver of Conflicts Regarding Representation 53 12.14 Non-recourse 54 12.15 Independent Legal Advice 54 12.16 Counterparts 55 INDEX OF ANNEXES, EXHIBITS AND SCHEDULES Annex Description Annex A Certain Defined Terms Exhibit Description Exhibit A Form of Escrow Agreement Exhibit B Form of Development Agreement Exhibit C Form of Technology Transfer and Transition Services Agreement Exhibit D Sample Calculation of Net Working Capital Exhibit E Form of Press Release Schedules Description Schedule 6.6(b) Amended or Terminated Agreements Schedule 6.6(c) Liens Schedule 6.9 Resignation of Directors and Officers Schedule 7.3 Termination of Agreements SHARE PURCHASE AGREEMENT THIS SHARE PURCHASE AG...
Sample 1

Related to CONDUCT OF COMPANY BUSINESS PRIOR TO THE CLOSING

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary to:

  • Conduct of Business Prior to the Effective Time Except as otherwise expressly contemplated or permitted by this Agreement or with the prior written consent of TD Banknorth, during the period from the date of this Agreement to the Effective Time, Hxxxxx United shall, and shall cause each of its Subsidiaries to, (i) conduct its business in the usual, regular and ordinary course consistent with past practice, (ii) use reasonable best efforts to maintain and preserve intact its business organization, and its rights, authorizations, franchises and other authorizations issued by Governmental Entities, preserve its advantageous business relationships with customers, vendors and others doing business with it and retain the services of its officers and key employees and (iii) take no action which would reasonably be expected to adversely affect the receipt of any approvals of any Governmental Entity required to consummate the transactions contemplated hereby or to consummate the transactions contemplated hereby or delay the receipt of such approvals subsequent to the date set forth in Section 9.1(c).

  • Conduct of the Business Pending the Closing (a) Except as otherwise expressly contemplated by this Agreement or with the prior written consent of the Purchaser, the Sellers shall, and shall cause the Company to:

  • Conduct Prior to the Closing Date Section 7.1 Conduct of Business by the Company and the Company Subsidiaries. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall, and shall cause each of the Company Subsidiaries to, use its commercially reasonable efforts to preserve intact its respective business organizations and maintain satisfactory relationships with licensors, suppliers, distributors, clients and others having business relationships with them, and conduct its respective operations (including its respective working capital and cash management practices) in the ordinary course of business in all material respects, except: (w) to the extent that SPAC shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed); (x) as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity) or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures; (y) to the extent of any Emergency Action; or (z) as required, contemplated or expressly permitted by this Agreement, any Market Access Agreement or the Company Disclosure Letter. Without limiting the generality of the foregoing, except as required, contemplated or expressly permitted by the terms of this Agreement, any Market Access Agreement or the Company Disclosure Letter, or as required by Applicable Law (including COVID-19 Measures or as may be requested or compelled by any Governmental Entity), or as reasonably necessary or prudent in light of COVID-19 or COVID-19 Measures or to the extent of any Emergency Action, without the prior written consent of SPAC (such consent not to be unreasonably withheld, conditioned or delayed), during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Closing, the Company shall not, and shall cause the other Group Companies not to, do any of the following:

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Conduct of Business Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of Business by the Company Pending the Closing The Company agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall otherwise agree in writing, (x) the respective businesses of the Company and the Company Subsidiaries shall be conducted only in, and the Company and the Company Subsidiaries shall not take any action except in, the ordinary course of business consistent with past practice and (y) the Company shall use all reasonable efforts to keep available the services of such of the current officers, significant employees and consultants of the Company and the Company Subsidiaries and to preserve the current relationships of the Company and the Company Subsidiaries with such of the corporate partners, customers, suppliers and other persons with which the Company or any Company Subsidiary has significant business relations in order to preserve substantially intact its business organization. By way of amplification and not limitation, except as set forth in Section 6.01 of the Company Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, neither the Company nor any Company Subsidiary shall, between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:

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