Common use of Conduct Prior to Effective Time Clause in Contracts

Conduct Prior to Effective Time. Except as expressly contemplated by this Agreement or with the prior written consent of Parent, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, act in the Ordinary Course of Business, and use commercially reasonable efforts to maintain and preserve its and each Subsidiary’s business organization, assets, and properties, keep available the services of its present Company Persons and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of Parent:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Pinnacle Data Systems Inc), Agreement and Plan of Merger (Nortel Networks LTD), Agreement and Plan of Merger (Nortel Networks Inc.)

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Conduct Prior to Effective Time. Except as expressly contemplated by this Agreement or with Agreement, as consented to in writing by the prior written consent of Parent, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, act in the Ordinary Course of Business, and use commercially reasonable efforts to maintain and preserve its and each Subsidiary’s 's business organization, assets, and properties, keep available the services of its present Company Persons officers and employees and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of the Parent:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

Conduct Prior to Effective Time. Except as expressly contemplated ------------------------------- by this Agreement or with Agreement, as consented to in writing by the prior written consent of Parent, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, act in the Ordinary Course of Business, and use commercially reasonable efforts to maintain and preserve its and each Subsidiary’s 's business organization, assets, and properties, keep available the services of its present Company Persons officers and employees and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of the Parent:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Headhunter Net Inc)

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Conduct Prior to Effective Time. Except as expressly contemplated by this Agreement Agreement, as set forth in Section 6.1 of the Company Disclosure Schedule or with the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall, and shall cause each of its Subsidiaries to, act in the Ordinary Course of Business, and use commercially reasonable efforts to maintain and preserve its and each Subsidiary’s business organization, assets, and properties, keep available and to preserve the services goodwill of its present Company Persons and preserve its advantageous business relationships with customers, strategic partners, suppliers, distributors and others having business dealings with it to the end that its goodwill and ongoing business shall be unimpaired at the Effective TimeCompany. Without limiting the generality of the foregoing, from and after the date of this Agreement until the earlier of the termination of this Agreement in accordance with its terms or the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, without the prior written consent of Parent:Parent (which shall not be unreasonably withheld or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nu Horizons Electronics Corp)

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