Conduct of Parent’s Business. Except as may be (w) required by Applicable Law or any Governmental Authority, (x) consented to by the Company (which consent shall not be unreasonably withheld, conditioned or delayed), (y) required or explicitly permitted by the terms of this Agreement, or (z) set forth on Schedule 4.2, Parent shall (i) conduct its business in the Ordinary Course of Business in all material respects, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and advantageous business relationships and (iii) take no action that is intended to or would reasonably be expected to materially adversely affect or materially delay the ability of the Company or Parent to obtain any of the Requisite Regulatory Approvals, to perform its covenants and agreements under this Agreement or to consummate the Merger. Without limiting the generality of the foregoing, except as may be required by Applicable Law or any Governmental Authority, required or explicitly permitted by the terms of this Agreement, or set forth on Schedule 4.2, without the prior written consent of the Company which shall not be unreasonably withheld, conditioned or delayed:
Conduct of Parent’s Business. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, or with the prior written consent of the Company, Parent shall, and shall cause its Subsidiaries to, carry on their respective businesses in the ordinary course consistent with past practice.
Conduct of Parent’s Business. (a) During the period from the date hereof until the earlier of the termination of this Agreement in accordance with its terms and the Effective Time, except (i) as may be required by applicable Law, (ii) with the prior written consent of the Company (which shall not be unreasonably withheld, conditioned or delayed), (iii) as contemplated or required by this Agreement or as set forth in or otherwise contemplated by the Debt Commitment Letter, or in connection with the Debt Financing or any amendments, modifications or replacements thereof, or (iv) as set forth in Section 5.2(a) of the Parent Disclosure Schedule, subject to compliance with the restrictions in Section 5.2(b), each of Parent and each Merger Sub shall, and shall cause each of its Subsidiaries to, (A) conduct its business in the ordinary course and materially consistent with past practice and (B) use commercially reasonable efforts to maintain and preserve intact its business organization.
Conduct of Parent’s Business. Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, Parent shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) take no action outside of the ordinary course of business (mergers and acquisitions by Parent shall be deemed to be in the ordinary course of its business) which would adversely affect or delay the ability of the Company,
Conduct of Parent’s Business. Parent covenants and agrees that, prior to the Effective Time, unless the Company shall otherwise agree in writing, or as otherwise expressly contemplated by this Agreement:
Conduct of Parent’s Business. Parent shall, and Parent shall cause its Subsidiaries to, conduct their business in substantially the same manner as heretofore conducted.
Conduct of Parent’s Business. Except as otherwise provided in, contemplated by or permitted by this Agreement, or as set forth in Section 5.2 of the Parent Disclosure Schedule, between the date hereof and the Effective Time, Parent shall, and shall cause its Subsidiaries, (i) to operate their respective businesses in the Ordinary Course of Business, and (ii) to use all commercially reasonable efforts to preserve intact their business relationships with third parties, and keep available the service of their current officers and employees. Without limiting the generality of the foregoing and except as otherwise expressly provided in this Agreement, as set forth in Section 5.2 of the Parent Disclosure Schedule or consented to in writing by the Company (which consent shall not be unreasonably withheld or delayed), prior to the Effective Time Parent shall not, and shall not permit any of its Subsidiaries to:
Conduct of Parent’s Business. Prior to the Effective Time. Except as expressly provided in this Plan, during the period from the date of this Plan to the Effective Time, Parent shall, and shall cause each of its subsidiaries to, (i) conduct its business in the usual, regular and ordinary course of business consistent with past practice, (ii) take no action outside of the ordinary course of business (mergers and acquisitions by Parent shall be deemed to be in the ordinary course of its business) which would adversely affect or delay the ability of the Company, Parent or any subsidiary thereof to obtain any necessary approvals, consents or waivers of any governmental authority required for the transactions contemplated hereby or to perform its covenants and agreements on a timely basis under this Plan, (iii) take no action that is reasonably likely to have a Material Adverse Effect on Parent, and (iv) enter into any agreement that would result in a change in control of Parent without the prior written consent of the Company, provided however that such consent shall not be required if Parent's Board of Directors determines, upon receipt of a written opinion of its outside counsel, that such requirement would result in a breach of its fiduciary duties to the shareholders of Parent. For purposes of this Section 2.4, change in control shall mean the occurrence of any of the following events: (A) the acquisition of ownership by a person, firm or corporation, or a group acting in concert, of fifty-one percent, or more, of the outstanding Parent Common Stock, (B) a sale of all or substantially all of the assets of the Parent to any person, firm or corporation, or (C) a merger or similar transaction between Parent and another entity if shareholders of Parent do not own a majority of the voting stock of the corporation surviving the transaction and a majority in value of the total outstanding stock of such surviving corporation after the transaction. Parent shall not knowingly take any action that would prevent or impede the Merger from qualifying for "pooling of interests" accounting treatment or as a reorganization within the meaning of Section 368 of the Code; provided, however, that nothing contained herein shall limit the ability of Parent to exercise its rights under the Stock Option Agreement.
Conduct of Parent’s Business. From the date hereof through the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 10.1, except as contemplated by this Agreement, as consented to by the Company in writing (which consent will not be unreasonably withheld, delayed or denied), as disclosed on the Parent Disclosure Schedule or as set forth on Schedule 6.2, Parent shall, and shall cause the Parent Subsidiaries to, operate its business in the ordinary course and substantially in accordance with past practice use reasonable efforts to preserve intact their respective current business organizations, keep available the services of their respective current officers and employees, and maintain relationships and goodwill with all suppliers, customers, landlords, creditors, employees and other Persons that have business relationships with Parent and the Parent Subsidiaries, and will use its reasonable efforts not to take any action inconsistent with this Agreement. Without limiting the generality of the foregoing, unless consented to by the Company in writing (which consent shall not be unreasonably withheld or delayed), Parent shall not, and Parent shall cause the Parent Subsidiaries not to, except as specifically contemplated by this Agreement or as set forth on Schedule 6.2:
Conduct of Parent’s Business. (a) Except (v) as expressly required by this Agreement, (w) as required by Applicable Law, (x) as set forth on Section 4.2(a) of the Parent Disclosure Schedule, (y) with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), or (z) for any action taken by a Parent Group Member that is reasonably necessary to respond to COVID-19 and COVID-19 Measures, during the Pre-Closing Period, Parent shall not, and shall not permit any of its Subsidiaries to:
