Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article VIII, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed), and except to the extent described on Schedule 5.02(a), the Company Group, and each member of the Company Group, shall:
Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article 7, without the prior written consent of Buyer, and except to the extent specifically described on Schedule 5.4(a), the Companies and Parent shall:
Conduct of the Business Generally. From the Effective Date until the Closing, or the earlier termination of this Agreement in accordance with Article VIII, without the prior written consent of the Investors, the Company shall, and RXi shall cause the Company to:
Conduct of the Business Generally. Except for those actions or omissions (i) as set forth in Schedule 4.1, (ii) required or expressly permitted by the terms of this Agreement or applicable Legal Requirements, including without limitation the Hotel Purchase Transaction, or (iii) consented to by the other Party (which consent shall not 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 and the Closing, the Company and Parent shall carry on (and shall cause their respective Subsidiaries to carry on) their respective businesses in the ordinary course of business and in compliance in all material respects with all applicable Legal Requirements and use their commercially reasonable best efforts consistent with past practices and policies to (x) preserve substantially intact their present business organization, (y) keep available the services of their present officers and key employees and (z) preserve their relationships with key customers and suppliers of goods and services and others with which it has significant business dealings.
Conduct of the Business Generally. During the Pre-Closing Period, without the prior written consent of Parent (such consent not to be unreasonably withheld or delayed, and such consent to include consent by email addressed to xxxxxxxx.xxx@xxxxxx.xxx), and except to the extent described on Schedule 5.02(a), the Company Group, and each member of the Company Group, shall:
Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with ARTICLE IX, without the prior written consent of Buyer, and with the exception of the items explicitly provided for in this Agreement, the Target Companies shall, and the Target Companies shall cause the other Acquired Companies to:
Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article X, and except (i) as the Company determines, in its reasonable judgment, may be necessary or desirable in light of COVID-19, including to comply with or as a response to any Pandemic Measures, (ii) with the prior written consent of Buyers, which consent will not be unreasonably withheld, conditioned or delayed, (iii) to the extent described on Section 7.01(a) of the Disclosure Schedule, (iv) as required to consummate the Pre-Closing Reorganization in accordance with the terms of this Agreement or expressly required or contemplated by this Agreement, or (v) as required by applicable Legal Requirement, the Group Companies will use commercially reasonable efforts to conduct the Business in the ordinary course of business. Notwithstanding the foregoing, nothing in this Agreement will affect the obligations of the respective parties to the Franchise Agreements prior to Closing.
Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement pursuant to Article VII, without the prior written consent of Xxxxx or Xxxxx Parent (which consent shall not be unreasonably conditioned, withheld, delayed or denied), and except to the extent described on Schedule 5.2.1, required by Law, in connection with the Reorganization or expressly provided by this Agreement, GNC and the HK Company shall cause the Group Companies to:
Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article IX, without the prior written consent of Buyer, and except to the extent described on Schedule 6.02(a), Seller shall, and Seller shall cause the Companies to (i) conduct the Business only in the Ordinary Course of Business and in all material respects (including with respect to the payment of accounts payable and accrued expenses and the management of cash and other working capital) in accordance with all applicable Legal Requirements and (ii) to the extent related to the operation of the Companies or the conduct of the Business, use commercially reasonable efforts to preserve intact its business organization and relationships with third parties and employees and maintain in effect the insurance coverage describe on Schedule 3.21 (or equivalent replacement coverage).
Conduct of the Business Generally. From the date of this Agreement until the Closing, or the earlier termination of this Agreement in accordance with Article X, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed, and except to the extent described on Section 7.1 of the Disclosure Schedule, the Target Companies shall (i) conduct the Business only in the Ordinary Course of Business; and (ii) use commercially reasonable efforts to (A) preserve the present business operations, organization and goodwill of the Target Companies, (B) preserve the present relationships with customers and suppliers of the Target Companies, (C) keep available the services of the present officers, employees, agents and other personnel of the Target Companies, and (D) comply in all material respects with all Applicable Laws.
