Conduct of the Company Prior to the Effective Time. (a) Unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise contemplated by this Agreement or set forth in the Company Disclosure Schedule, during the Pre-Closing Period, the Company shall conduct the Business in the usual, regular and ordinary course.
Conduct of the Company Prior to the Effective Time. (a) Unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed), and except as otherwise expressly required or permitted by this Agreement (including, without limitation, the Excluded Assets Transfer) or set forth in Schedule 6.1 of the Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 8.1 (the “Pre-Closing Period”), the Company shall (i) conduct the Business in the ordinary course, (ii) use commercially reasonable efforts to preserve intact its present business organization and goodwill, (iii) use commercially reasonable efforts to maintain satisfactory relationships with its customers, vendors, suppliers and others having material business relationships with it, and (iv) use commercially reasonable efforts to protect the Company Intellectual Property.
Conduct of the Company Prior to the Effective Time. 5.1 Conduct of Business of the Company.
Conduct of the Company Prior to the Effective Time. (a) Unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise contemplated by this Agreement (including Section 8.2(m)(i)) or set forth in the Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time or the termination of this Agreement pursuant to and in accordance with Section 9.1 (the “Pre-Closing Period”), each of the Company and the Company Subsidiaries shall conduct the Business in the usual, regular and ordinary course to the end that the goodwill and ongoing Business shall not be impaired to the extent that there would be a Material Adverse Effect, provided that the Company shall be permitted to take, in good faith, any actions that are reasonably necessary to complete the audit of the Audited Company Financial Statements (2009).
Conduct of the Company Prior to the Effective Time. (a) Unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise expressly provided by this Agreement or set forth in the Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 7.1 (the “Pre-Closing Period”), the Company and each of its Subsidiaries shall (i) conduct the Business in the usual, regular and ordinary course consistent with past practice and (ii) use commercially reasonable efforts, consistent with past practices and policies, to maintain the assets and properties of the Company and its Subsidiaries in their current condition, normal wear and tear excepted, and the goodwill of customers and suppliers.
Conduct of the Company Prior to the Effective Time. Except as otherwise consented to by Acquiror:
Conduct of the Company Prior to the Effective Time. (a) Unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise expressly required or permitted by this Agreement or set forth in Section 6.2(a) of the Company Disclosure Schedule, during the Pre-Closing Period, the Company shall, and shall cause each of the other Acquired Companies to, use commercially reasonable efforts to conduct the Business in the usual, regular and ordinary course (including managing working capital (including the timing and collection of accounts receivable and of the payment of accounts payable) in a timely manner consistent with past practices).
Conduct of the Company Prior to the Effective Time. Except as set forth on Section 6.1 of the Company Disclosure Schedules or unless Parent otherwise consents in writing, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 8.1, the Company shall use commercially reasonable efforts to (a) conduct the Business in the ordinary course, (b) preserve intact its present business organization and goodwill, (c) maintain satisfactory relationships with its customers, vendors, suppliers and others having material business relationships with it, and (d) protect the Company Intellectual Property, including all rights or other interests of the Company in the Company Products. Without limiting the foregoing, except as set forth on Section 6.1 of the Company Disclosure Schedules, the Company shall not, without Parent’s prior written consent, take any action that, if taken after the Balance Sheet Date but before the execution of this Agreement, would be required to be disclosed in the Company Disclosure Schedule pursuant to Section 4.6(b).
Conduct of the Company Prior to the Effective Time. (a) Unless Buyer otherwise consents in writing (which consent shall not be unreasonably conditioned, withheld or delayed) and except as otherwise contemplated by this Agreement or set forth in the Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 9.1 (the “Pre-Closing Period”) the Company and its Subsidiaries shall (i) conduct the Business only in the ordinary course and (ii) use commercially reasonable efforts, consistent with past practices and policies, to maintain the assets and properties of the Company in their current condition, normal wear and tear excepted.
Conduct of the Company Prior to the Effective Time. (a) Unless Parent otherwise consents in writing (which consent shall not be unreasonably withheld, conditioned or delayed) and except as otherwise contemplated by this Agreement or set forth in the Company Disclosure Schedule, during the period commencing with the execution and delivery of this Agreement and terminating upon the earlier to occur of the Effective Time and the termination of this Agreement pursuant to and in accordance with Section 9.1 (the “Pre-Closing Period”), the Company shall, and shall cause the Company Subsidiary to, conduct the Business in the usual, regular and ordinary course and, to the extent consistent therewith, use commercially reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and preserve its relationships with Clients, Suppliers, and others having business dealings with the Company to the end that the goodwill and ongoing business of the Company shall not be impaired in any material respect.
