Covenants of Target Regarding the Conduct of Business. Target covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as provided in Section 5.1 of Target Disclosure Schedule, unless Purchaser shall otherwise agree in writing (to the extent that such consent is permitted by applicable Law), such agreement not to be unreasonably withheld or delayed, or as is otherwise expressly permitted or specifically contemplated by this Agreement or as is otherwise required by applicable Law:
Covenants of Target Regarding the Conduct of Business. The Target hereby covenants and agrees that during the period from the date of this Agreement until the earlier of the time (the “Effective Time”) the Offeror initially takes-up and pays for the Target Shares as contemplated herein and the time at which this Agreement is terminated in accordance with its terms, unless the Offeror shall otherwise agree in writing or as otherwise expressly contemplated or permitted by this Agreement, the Target will, and will cause each of its Subsidiaries to:
Covenants of Target Regarding the Conduct of Business. Target covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement, required by applicable Laws or any Governmental Entities or consented to by Acquiror in writing (which consent shall not be unreasonably withheld or delayed), Target shall, and shall cause each of its subsidiaries to conduct its business in the ordinary course of business consistent with past practice, and use commercially reasonable efforts to maintain and preserve their business organization, assets, employees, goodwill and business relationships. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement or as disclosed in the Target Disclosure Letter (including for greater certainty the transfer of the Target Exploration Properties and Spinco Assets to Spinco and the assumption of the Spinco Liabilities by Spinco, provided that such transfers and assumption are completed with prior notice to Acquiror and in a manner acceptable to Acquiror, acting reasonably), Target shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):
Covenants of Target Regarding the Conduct of Business. Target covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by this Agreement or to the extent otherwise expressly authorized by this Agreement or Schedule B to the Target Disclosure Letter, required by applicable Laws or any Governmental Entities or consented to by Acquiror in writing (which consent shall not be unreasonably withheld or delayed), Target shall, and shall cause each of its subsidiaries to conduct its business in the ordinary course of business consistent with past practice, and use commercially reasonable efforts to maintain and preserve their business organization, assets, employees, goodwill and business relationships. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required by this Agreement or to the extent otherwise expressly authorized by this Agreement (including for greater certainty the transfer of the Target Exploration Properties and Spinco Assets to Spinco and the assumption of the Spinco Liabilities by Spinco, provided that such transfers and assumptions are completed in accordance with Schedule B to the Target Disclosure Letter and in a manner acceptable to Acquiror, acting reasonably), Target shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of Acquiror (such consent not to be unreasonably withheld, conditioned or delayed):
Covenants of Target Regarding the Conduct of Business. Target covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement, applicable Laws or any Governmental Entities or consented to by Purchaser in writing, Target shall, and shall cause each of its subsidiaries to, conduct its business in the ordinary course of business consistent with past practice. Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except as required or permitted by this Agreement, applicable Laws or any Governmental Entities, Target shall not, nor shall it permit any of its subsidiaries to, directly or indirectly, without the prior written consent of Purchaser (which consent shall not be unreasonably withheld or delayed):
