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.
Conduct of the Company Group. (a) From the date hereof and prior to the earlier to occur of the Closing Date and the date that this Agreement is terminated in accordance with Article IX (the “Interim Period”), except (x) as otherwise expressly provided by this Agreement (including as described on Section 6.1 of the Seller Disclosure Schedule and the other matters expressly provided by the other Schedules and Exhibits hereto) or any of the other Transaction Documents or as required by Law and (y) as otherwise approved in writing by Buyer (which approval shall not be unreasonably withheld, conditioned or delayed), Seller shall cause each Company to:
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:
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:
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.
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:
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:
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:
