Conduct of the Company’s Business Prior to Closing Sample Clauses

Conduct of the Company’s Business Prior to Closing. (a) The Company covenants and agrees as to itself and its Subsidiaries that, during the period from the date hereof and continuing until the earlier of (x) the termination of this Agreement pursuant to Section 10.1 or (y) the Effective Time (the “Pre-Closing Period”), except as expressly contemplated or permitted by this Agreement, including the matters set forth in Section 8.3, subject to compliance with applicable Legal Requirements (including antitrust Legal Requirements) or to the extent Parent shall otherwise agree in writing, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct their respective businesses and operations in the ordinary course in a manner consistent with past practices and in compliance with all applicable Legal Requirements and the requirements of all Company Contracts, (ii) timely file all filings with the SEC, (iii) provide all notices, assurances and support required by any Contract relating to any Intellectual Property in order to ensure that no condition under such Contract occurs which could result in, or could increase the likelihood of, any transfer or disclosure by it of any Intellectual Property, (iv) keep in full force and effect (with the same scope and limits of coverage) all insurance policies in effect as of the date of this Agreement covering all of its material assets, and (v) take no action that would adversely affect or materially delay the ability of the Parties to obtain any necessary approvals of any Governmental Body required for the transactions contemplated by this Agreement or to perform its covenants and agreements under this Agreement or to complete the transactions contemplated by this Agreement; and the Company shall, and shall cause each of its Subsidiaries to, use all reasonable efforts to (A) maintain and preserve intact the business organization and the goodwill of the Company and each of its Subsidiaries, (B) keep available the services of the current officers and employees of the Company and each of its Subsidiaries and (C) preserve the present relationships of the Company and each of its Subsidiaries with customers, suppliers, landlords, creditors, licensors, licensees, channel partners and other Persons with which the Company and each of its Subsidiaries have significant business relations.
Sample 1
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Conduct of the Company’s Business Prior to Closing. The Company covenants and agrees that, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not unreasonably withheld or delayed), the Company shall conduct its business, and the Company shall not take any action except, in the ordinary course of business and in a manner consistent with past practices and in compliance in all material respects with all applicable Legal Requirements; and the Company shall use all reasonable efforts to preserve intact the business organization, to keep available the services of the current officers, employees and consultants of the Company and to preserve the present relationships of the Company with customers, suppliers, channel partners and other Persons with which the Company has significant business relations. By way of amplification and not limitation, except as specifically set forth on Section 5.1 of the Disclosure Schedule, the Company shall not, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the things set forth in clauses (a) through (z) below except in the ordinary course of business and in a manner consistent with past practices and in compliance with all applicable Legal Requirements, without the prior written consent of Parent (which consent shall not unreasonably withheld or delayed). Parent shall use reasonable efforts to respond to any request for the foregoing consent within five Business Days of receipt of such request.
Sample 1
Conduct of the Company’s Business Prior to Closing. (a) Except as set forth on Section 5.01(a) of the Company Disclosure Letter, as expressly required by this Agreement, as required by Law or as otherwise agreed to in writing (with electronic mail being sufficient) by Parent, during the period commencing on the date hereof and ending at the earlier of (x) the Closing and (y) termination of this Agreement pursuant to Article VIII, the Company will (i) conduct its operations only in the ordinary course of business consistent with past practice, (ii) use commercially reasonable efforts to maintain and preserve intact its business organization and goodwill, (iii) use commercially reasonable efforts to keep available the services of its officers and employees and (iv) use commercially reasonable efforts to maintain satisfactory relationships with any Person having business relationships with the Company.
Sample 1
Conduct of the Company’s Business Prior to Closing. (a) Except as otherwise contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company will (i) conduct the Company’s Business in all material respects in the ordinary course of business, consistent with past practice and in accordance with applicable Law with no less diligence and effort than would be applied in the absence of this Agreement and (ii) use commercially reasonable efforts to (x) preserve intact in all material respects the current business organization of the Company, (y) keep available the services of its current employees, and (z) maintain relations and goodwill with suppliers, distributors, licensors, licensees, customers, landlords and creditors of the Company in the ordinary course of business consistent with past practice. Seller shall not, and shall not permit the Company to, take any action that would, or that could reasonably be expected to, result in any of the conditions to the purchase and sale of the Shares set forth in Article VIII not being satisfied.
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Conduct of the Company’s Business Prior to Closing. The Company covenants and agrees that from and after the date hereof and pending the Closing:
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Conduct of the Company’s Business Prior to Closing. The Company covenants and agrees that, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed), the Company shall conduct its business and not take any action (including, without limitation, any of the actions set forth in Section 3.7 hereof) except in the ordinary course of business and in a manner consistent with past practices and in compliance in all material respects with all Applicable Law.
Sample 1
Conduct of the Company’s Business Prior to Closing. The Company covenants and agrees that, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, unless Parent shall otherwise agree in writing, the Company shall, and shall cause its Subsidiaries to, conduct their respective businesses, and the Company shall not, and shall cause its Subsidiaries not to, take any action except in, the ordinary course of business and in a manner consistent with past practices and in compliance in all material respects with all applicable Legal Requirements; and the Company shall, and shall cause its Subsidiaries to, use all reasonable efforts to preserve intact the business organization of the Company and its Subsidiaries, to keep available the services of the current officers, employees and consultants of the Company and its Subsidiaries and to preserve the current relationships of the Company and its Subsidiaries with customers, suppliers, channel partners and other Persons with which the Company and its Subsidiaries have significant business relations. By way of amplification and not limitation, except as contemplated by this Agreement or as specifically set forth on Section 5.1 of the Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to, during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of Parent:
Sample 1
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Conduct of the Company’s Business Prior to Closing. (a) Except as otherwise contemplated by this Agreement or as set forth on Section 6.2 of the Company Disclosure Schedule, between the date of this Agreement and the Closing Date, the Company will, and will cause its Subsidiaries to, (i) conduct the Company’s Business in the ordinary course of business, consistent with past practice and in accordance with applicable Law with no less diligence and effort than would be applied in the absence of this Agreement, (ii) use commercially reasonable efforts to (x) preserve intact, in all material respects, the current business organization (including the legal entities comprising such) of the Company and its Subsidiaries (including the relationships between the Company and its Subsidiaries’ and their respective directors, officers, executives, and managers, although the Company shall not be required to pay, or promise to pay, any consideration (other than compensation to which such individuals are currently entitled as directors or employees) as an inducement to continue their employment with the Company), and (y) maintain relations and goodwill with suppliers, customers, landlords, employees, creditors, and movie studios with whom the Company and its Subsidiaries has relationships and with the communities in which the Company has theaters or Pipeline Theaters, all in the ordinary course of business, consistent with past practice and with a view to preserving for Purchaser and Holdings the Company’s Business and the assets used therein and the goodwill associated therewith, (iii) operate its cash management in accordance with past practices, including with respect to the payment of Indebtedness (subject to Section 7.2(l)), purchase of inventory, provisions of services, payment of accounts payable and accrued liabilities and incurrence of and payment of or financing for capital expenditures, (iv) maintain the material tangible assets of the Company and its Subsidiaries in good repair and condition (excluding normal wear and tear), and (v) pay all Taxes as such Taxes become due and payable consistent with past practice.
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Conduct of the Company’s Business Prior to Closing 
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Related to Conduct of the Company’s Business Prior to Closing

  • Conduct of Business Prior to the Closing From the date hereof until the Closing, except as otherwise provided in this Agreement or consented to in writing by Buyer (which consent shall not be unreasonably withheld or delayed), Seller shall, and shall cause the Company to, (x) conduct the business of the Company in the ordinary course of business consistent with past practice; and (y) use reasonable best efforts to maintain and preserve intact the current organization, business and franchise of the Company and to preserve the rights, franchises, goodwill and relationships of its employees, customers, lenders, suppliers, regulators and others having business relationships with the Company. Without limiting the foregoing, from the date hereof until the Closing Date, Seller shall:

  • Conduct of Business Prior to Closing Except as otherwise expressly required or contemplated by this Agreement or applicable Law, or with the prior written consent of the Investor, between the date of this Agreement and the Closing, the Company shall, and the Company shall cause each Company Subsidiary 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 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:

  • Conduct of the Business (a) Except as (i) set forth in Section 5.2(a) of the Sellers’ Disclosure Schedule or (ii) as is necessary and commercially reasonable in response to a Contagion Event or Contagion Event Measures, subject to Sellers providing Purchaser with advance notice and obtaining Purchaser’s prior written consent in respect of any such action (unless it is not reasonably practicable under the circumstances to provide such prior notice and obtain prior consent, in which case Sellers shall provide notice to Purchaser as soon as reasonably practicable), from the date hereof until the earlier of the Closing Date or the termination of this Agreement, the Sellers shall cause the Bank and the Transferred Subsidiaries to (1) carry on their businesses in the ordinary course of business in all material respects; (2) use commercially reasonable efforts to preserve their present business organizations and relationships; and (3) use commercially reasonable efforts to preserve the rights, franchises, goodwill and relations of their customers, clients and others with whom business relationships exist; provided, that this Section 5.2(a) shall not apply to the Excluded Assets and Liabilities. (b) Except as set forth in Section 5.2(b) of the Sellers’ Disclosure Schedule or to the extent required to effect the Excluded Assets and Liabilities Transfer, from the date hereof until the earlier of the Closing Date or the termination of this Agreement, except as (A) otherwise expressly required by this Agreement, (B) consented to in writing in advance by Purchaser (which consent shall not be unreasonably conditioned, withheld or delayed), or (C) required by applicable Law, Sellers shall cause the Bank and the Transferred Subsidiaries not to: (i) amend the Bank’s or any Transferred Subsidiaries’ Constituent Documents or permit any waiver or grant any consent under their respective Constituent Documents; (ii) (A) merge or consolidate with any other Person, (B) acquire (including by merger, consolidation, or acquisition of stock or assets) any interest in any other Person or any division thereof or any assets, securities or property, other than (x) acquisitions of securities under the Bank’s or an applicable Transferred Subsidiary’s investment portfolio consistent with the Bank’s or an applicable Transferred Subsidiary’s investment policy in effect as of the date hereof, (y) as may be deemed necessary or advisable by it in the exercise of its rights in connection with an Extension of Credit, or (z) acquisitions in the ordinary course of business, or (C) adopt a plan of complete or partial liquidation, dissolution, recapitalization, restructuring or other reorganization; -55- purchases of federal funds, borrowings from any Federal Home Loan Bank, sales of certificates of deposit, issuances of commercial papers, entry into repurchase agreements and satisfaction of legal requirements in the exercise of trust powers, in each case, on terms and in amounts consistent with past practice) or (y) for any Excluded Assets and Liabilities, (A) subject any material asset of the Bank or of any Transferred Subsidiary to a Lien or permit, allow or suffer to exist any Lien in respect thereof, other than Permitted Liens; or (B) incur any liability for borrowed money (or guarantee any indebtedness for borrowed money), issue any debt securities, assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person (other than a Transferred Subsidiary); (viii) dispose of any material assets (without limiting Section 5.2(b)(xii), other than Intellectual Property) to any person other than a Transferred Subsidiary, including existing branches of the Bank, except in the ordinary course of business or pursuant to Contracts in force as of the date of this Agreement; (ix) other than as required by the terms of any Benefit Plan existing as of the date hereof, (A) increase the compensation or benefits of any Business Employee, other than the payment of incentive compensation for completed performance periods based upon corporate performance, the performance of such employee and, if applicable, such employee’s business, in each case determined in accordance with the terms of the applicable Benefit Plan and in the ordinary course of business consistent with past practice, (B) enter into any change-in-control, retention, employment, severance, termination or other similar agreement or arrangement with any Business Employee, or increase or commit to increase the change-in-control, severance or termination pay or benefits payable to any Business Employee, (C) pay or award, or commit to pay or award, any bonuses or incentive compensation to any Business Employee other than incentive compensation payments contemplated by clause (A) above, (D) enter into, establish, adopt, terminate or amend any Benefit Plan or any plan, program, arrangement, practice or agreement that would be a Benefit Plan if it were in existence on the date hereof, except for de minimis administrative amendments that would not increase the benefits provided thereunder or the cost thereof to the Bank and the Transferred Subsidiaries, (E) take any action to amend or waive any performance or vesting criteria or accelerate vesting, exercisability or funding under any Benefit Plan, with respect to any Business Employee, (F) hire any Business Employee, other than as permitted under Section 5.10(e), (G) terminate the employment of any Business Employee with the title of Managing Director or above, other than for cause or pay any severance, termination pay or benefits to any employee without obtaining an effective comprehensive general release of claims against the Bank and the Transferred Subsidiaries, (H) transfer the employment of any Business Employee to Sellers or any of their Affiliates (other than the Bank or any Transferred Subsidiary), or transfer the employment of any employee, officer, director, or natural person independent contractor of Sellers or any of their Affiliates (other than the Bank or any Transferred Subsidiary) to the Bank or its Affiliates (other than as permitted under Section 5.10(e)), (I) grant to any Business Employee any right to reimbursement, indemnification, or payment for any Taxes incurred under Section 409A or 4999 of the Code, or (J) recognize any union, labor organization or

  • Conduct of Business Pending the Closing From and after the execution and delivery of this Agreement and until the Closing Date, except as otherwise provided by the prior written consent or approval of the Buyer:

  • Conduct of the Company From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

  • 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 Pending Closing Between the date of this Agreement and the Funding and Consummation Date, the Company will, except as set forth on Schedule 7.2:

  • Conduct Prior to the Closing 35 5.1 Conduct of Business of the Company.............................................................35

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