Conduct of the Surviving Corporation. ABI, ABI Holdings and ABI Sub agree that, from the Effective Time until the Settlement Date, they will take no action to cause the Surviving Corporation to be operated other than in the same manner and subject to the same restrictions as required of the Company pursuant to Section 5.01.
Conduct of the Surviving Corporation. The President and Chief Scientific Officer of the Surviving Corporation will report to the senior management of the Parent.
Conduct of the Surviving Corporation. During the period from the Closing Date until the end of the Contingent Period, SW and SWI shall cause the Surviving Corporation to be operated as a separate entity and consistent with the treatment of all other subsidiaries of SWI. SWI and SW shall use reasonable commercial efforts and cooperate with the management and employees of the Surviving Corporation to maximize the revenues and earnings of the Surviving Corporation during the Contingent Period and to assist the Surviving Corporation to exploit business opportunities and synergies presented by the operations of SWI, SW and their affiliates. The President of the Surviving Corporation will manage the Surviving Corporation substantially in the manner consistent with past practice and in accordance with SWI required business practice. Extraordinary matters, as well as capital expenditures and commitments not provided in the annual budget previously reviewed and approved by the Board of Directors of the Surviving Corporation would require approval of such Board of Directors and SWI's Board of Directors, if necessary.
