Conduct of the Company Group Sample Clauses

Conduct of the Company Group. During the Pre-Closing Period, Senior Management will cause the Company Group not to take any of the actions required to be disclosed pursuant to Section 4.07 unless Senior Management obtains the prior written consent of Buyer.
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Conduct of the Company Group. (a) Except (i) to the extent required by applicable Law, (ii) as otherwise expressly contemplated by this Agreement, (iii) as set forth in Schedule 5.1(a), (iv) in the cases of clauses (1) and (2), for any COVID Action, solely to the extent consistent with the Company Group’s Ordinary Course since May 1, 2020 or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to ARTICLE VIII, (1) the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses and operations in the Ordinary Course, (2) the Company shall, and shall cause its Subsidiaries to, use commercially reasonable efforts to preserve intact their present business organization and operations, keep available the services of their directors, officers and key employees and maintain existing relationships with customers, suppliers, officers, employees, Governmental Authorities, and others having material business relationships with them and (3) the Company will not, and will cause its Subsidiaries not to:
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Conduct of the Company Group. (a)Except (i) to the extent required by applicable Law or any Governmental Authority, (ii) as otherwise required by this Agreement (including in connection with the Reorganization Transactions), (iii) as set forth in Schedule ‎6.1(a), (iv) for any COVID Action, or (v) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), during the period from the date hereof until the earlier of the Closing Date and the date this Agreement is terminated pursuant to ‎ARTICLE IX, (A) the Company shall, and shall cause the Acquired Subsidiaries to, use their respective commercially reasonable efforts to conduct their respective businesses and operations in the Ordinary Course, (B) the Company shall, and shall cause the Acquired Subsidiaries to, use their commercially reasonable efforts to maintain and preserve intact the current business organization of the Company Group and preserve the goodwill, relationships and commercial arrangements with the Company Group’s employees, customers and suppliers, and (C) the Company will not, and will cause the Acquired Subsidiaries not to:
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Conduct of the Company Group. During the Pre-Closing Period, Seller will cause the Company Group not to take any of the actions required to be disclosed pursuant to Section 3.09 unless Seller obtains the written consent of Buyer. Notwithstanding anything herein to the contrary, it is understood and agreed that the Company Group may during the Pre-Closing Period: (a) pay dividends or distributions of its available cash to Seller; (b) distribute or otherwise transfer ownership of the assets of the Company Group set forth on Schedule 5.02 (the “Spin-Off Assets”) to Seller or such other Person or Persons as Seller shall designate in accordance with Section 5.08; and (c) perform the actions set forth on Schedule 5.02.
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Conduct of the Company Group. (a) Except in connection with the Restructuring, from the date hereof until the Closing Date, the Sellers shall cause each member of the Company Group to conduct its businesses in the ordinary course consistent with past practices and to use commercially reasonable efforts to preserve intact its business organizations and relationships with third parties and to keep available the services of its present officers and employees. Without limiting the generality of the foregoing, from the date hereof until the Closing Date, except as disclosed on Schedule 5.01 and except in connection with the ---- Restructuring, the Sellers will not permit any member of the Company Group to:
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Conduct of the Company Group. Sellers agree that, during the period from the date of this Agreement to the Closing, except as consented to by Buyer, Sellers will not and will cause their Affiliates to not issue any equity or equity-based interests (whether settled in cash or equity) to any employee of any Company Group Member, under the Parent Stock Plans or otherwise. Sellers also agree that, during the period from the date of this Agreement to the Closing, except as otherwise expressly contemplated by this Agreement, including in connection with the Restructuring, or as consented to by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), Sellers will cause each Company Group Member to:
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Conduct of the Company Group. Seller agrees that, during the period from the date of this Agreement to the Closing, except as otherwise contemplated by this Agreement (including, for the avoidance of doubt, any transactions related to the Pre-Sale Restructuring) or as consented to by Buyer (which consent will not be unreasonably withheld, conditioned or delayed), Seller will cause each Company Group Member to:
Sample 1
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Related to Conduct of the Company Group

  • Conduct of the Company Except (t) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (u) as expressly permitted, required or contemplated by this Agreement, (v) as set forth in Section 6.01 of the Company Disclosure Schedule, (w) as required by Applicable Law, (x) pursuant to the terms of any Company Plan in effect as of the date hereof, (y) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in good faith, from the date hereof until the Effective Time (provided that the Company shall consult if legally permissible with Parent in good faith prior to taking such actions to the extent reasonably practicable under the circumstances), or (z) as expressly required or contemplated by any Contract between the Company or any of its Subsidiaries, on the one hand, and ONE or any of its Affiliates, on the other hand, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to (1)(A) operate the Company Vessels, or cause the Company Vessels to be operated, (i) in a customary manner consistent with past practice, (ii) in accordance with the requirements of the class and flag state of each of the Company Vessels and the applicable manager’s safety management systems and (iii) in compliance with the requirements of port states with which each Company Vessel trades and (B) in the ordinary course of business maintain the Company Vessels, or cause the Company Vessels to be maintained, in good working condition and (2) use commercially reasonable efforts to preserve substantially intact its business, organization, assets and properties, and (3) use commercially reasonable efforts to preserve in all material respects its relationships with any customers, suppliers and any other Persons with which it has material business relations; provided, however, that no action by the Company or its Subsidiaries with respect to matters specifically addressed by any provision of Section 6.01(b) shall be deemed a breach of this sentence unless such action constitutes a breach of such provision of Section 6.01(b), and (b) shall not, and shall not permit any of its Subsidiaries to:

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Conduct of the Business Each of the Company and Parent covenants and agrees that:

  • 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 pursuant to its terms and the Effective Time, the Company (which for the purposes of this Section 6.1 shall include the Company and each of its Subsidiaries) agrees, except to the extent that Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), to carry on its business and to cause each of its Subsidiaries to carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and to use and cause each of its Subsidiaries to use all commercially reasonable efforts consistent with past practices and policies to preserve intact its present business organizations, keep available the services of its present officers and employees and preserve its relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with the Company or any such Subsidiaries, to the end that the goodwill and ongoing businesses of Company and each of its Subsidiaries be unimpaired at the Effective Time. Except as expressly provided for by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, prior to the Effective Time or earlier termination of this Agreement pursuant to its terms, without the prior written consent of Parent (which consent shall not be unreasonably withheld or delayed):

  • Conduct of Business by the Company Except as otherwise expressly contemplated by this Agreement, as required by applicable Legal Requirements, as set forth in Section 4.1 of the Company Disclosure Letter or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, the Company shall, and shall cause its Subsidiaries to, carry on their respective businesses in all material respects in the ordinary course consistent with past practice and in compliance in all material respects with all applicable Legal Requirements, pay its material debts and Taxes when due (subject to good faith disputes over such debts or Taxes), pay or perform other material obligations when due, and, to the extent consistent therewith, use commercially reasonable efforts to (x) preserve intact their current business organizations, (y) keep available the services of their current officers and key employees and (z) preserve their relationships with those Persons having business dealings with them, in each case to the end that their goodwill and ongoing businesses shall not be impaired in any material respect. Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier to occur of the Effective Time or termination of this Agreement pursuant to Article 7, except as otherwise expressly contemplated by this Agreement, as set forth on Section 4.1 of the Company Disclosure Letter, as required by applicable Legal Requirements, or as consented to in writing by the Parent (which consent or denial of such request for consent shall not be unreasonably delayed), the Company shall not, and shall not permit any of its Subsidiaries to:

  • 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:

  • 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:

  • Business of the Company The purpose of the Company is to carry on any lawful business, purpose or activity for which limited liability companies may be formed in accordance with Section 18-106 of the Act.

  • Return of the Company’s Property If Executive’s employment is terminated for any reason, the Company shall have the right, at its option, to require Executive to vacate his or her offices prior to or on the effective date of termination and to cease all activities on the Company’s behalf. Upon the termination of his or her employment in any manner, as a condition to the Executive’s receipt of any post-termination benefits described in this Agreement, Executive shall immediately surrender to the Company all lists, books and records of, or in connection with, the Company’s business, and all other property belonging to the Company, it being distinctly understood that all such lists, books and records, and other documents, are the property of the Company. Executive shall deliver to the Company a signed statement certifying compliance with this Section 4(j) prior to the receipt of any post-termination benefits described in this Agreement.

  • Conduct of Parent From the date hereof until the Effective Time, Parent and its subsidiaries shall conduct their business in the ordinary course consistent with past practice and shall use their reasonable best efforts to preserve intact their business organizations and relationships with third parties and to keep available the services of their present officers and employees.

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