COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement or the Commitment Letter(s) or (ii) with the prior written consent of the Company, Parent shall (and shall cause Sub to) carry on its business in the ordinary course consistent with past practice. Parent will (and shall cause Sub to) use all reasonable efforts to (x) preserve its business organization, (y) keep available the present services of its employees and (z) preserve for itself the goodwill of the customers of Parent and Sub and others with whom business relationships exist. Without limiting the generality of the foregoing, and except as otherwise contemplated by this Agreement or Schedule 5.02 hereto or consented to in writing by the Company, Parent shall not (and shall cause Sub not to):
COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, except (i) as expressly contemplated or permitted by this Agreement or the Commitment Letter(s) or (ii) with the prior written consent of the Company, Parent shall not (and shall cause Sub not to) take any action that is intended or would result in any of its representations and warranties set forth in this Agreement being or becoming untrue, or in any of the conditions to the Merger set forth in Article VII (including, without limitation, Section 7.01(d) hereof relating to the Financing) not being satisfied, or in breach of any provision of this Agreement except, in every case, as may be required by applicable law.
COVENANTS OF PARENT AND SUB. SECTION 6.01 Contract and Regulatory Approvals. Parent and Sub will (a) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals required by any applicable Contract to permit the consummation of the transactions contemplated hereby, (b) take all commercially reasonable steps necessary or desirable, and proceed diligently and in good faith and use all commercially reasonable efforts to obtain, as promptly as practicable, all approvals, authorizations, and clearances of governmental and regulatory authorities required to permit the consummation of the transactions contemplated hereby, (c) provide such other information and communications to such governmental and regulatory authorities as Parent or such authorities may reasonably request (including without limitation any required approvals of the insurance regulatory authorities in Iowa and any other applicable state insurance commission or similar agency), and (d) cooperate with the Acquired Companies in obtaining, as promptly as practicable, all approvals, authorizations, and clearances of governmental or regulatory authorities and others required of the Acquired Companies to consummate the transactions contemplated hereby.
COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time (or later where so indicated), Parent and Sub agree (except as expressly contemplated by this Agreement or with Company's prior written consent):
COVENANTS OF PARENT AND SUB. 32 SECTION 7.1. Confidentiality............................................................32 SECTION 7.2. Conduct of Business of Parent..............................................32 (a) Parent Common Stock........................................................32 (b) Dividends..................................................................33 (c) Reorganizations............................................................33
COVENANTS OF PARENT AND SUB. 5.1 Notification of Certain Matters.................................... 41 5.2
COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, Parent shall notify the Shareholders' Representative prior to its taking of any of the following actions:
COVENANTS OF PARENT AND SUB. Notwithstanding the agreement between the parties with respect to Section 8.01(e), Parent and Sub acknowledge that as part of the Merger and by operation of law Sub will be directly responsible to all third parties for contractual obligations entered into by the Company prior to the Closing Date and Sub agrees to continue to honor such contractual obligations in the ordinary course of its business.
COVENANTS OF PARENT AND SUB. During the period from the date of this Agreement and continuing until the Effective Time, Parent and its Subsidiaries shall not:
