Covenants Related to Conduct of Business. Section 5.1 Conduct of Business of Company T 33 Section 5.2 Conduct of Business of Company Y and Merger Sub 36 Section 5.3 Access to Information 37
Covenants Related to Conduct of Business. SECTION 5.1 Conduct of Business of the Company...............................................32 SECTION 5.2 Conduct of Business of Parent....................................................35 SECTION 5.3 Access to Information............................................................35 ARTICLE VI ADDITIONAL AGREEMENTS
SECTION 6.1 Preparation of S-4 and the Proxy Statement.......................................36 SECTION 6.2
Covenants Related to Conduct of Business. Section 5.1 Conduct of Business of the Company Until Closing. The Company hereby covenants and agrees that, from the date of this Agreement until the Closing or the earlier termination of this Agreement, unless otherwise expressly contemplated by this Agreement or consented to in advance and in writing by Parent, the Company shall carry on its businesses only in the Ordinary Course of Business, use its Best Efforts to preserve intact its business organization and assets, maintain its rights and franchises, retain the services of its officers and employees and maintain its relationships with customers, suppliers, consultants, licensors, licensees and others having business dealings with it, and use its Best Efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained. Without limiting the generality of the foregoing, subject to applicable Laws, without the prior written consent of Parent, the Company shall not:
(a) except as provided in Section 5.1(a) of the Disclosure Schedules, (i) increase in any manner the compensation or fringe benefits of, or pay any bonus to, any director, officer or employee; (ii) grant any severance or termination pay to, or enter into any severance agreement with, any director, officer or employee, or enter into any employment agreement with any director, officer or employee; (iii) establish, adopt, enter into or amend any Employee Benefit Plan or other arrangement, except (A) as may be required to comply with applicable Law, and (B) the termination of the Company's Stock Bonus Plan and the distribution of its assets; (iv) pay any benefit not provided for under any Employee Benefit Plan or other arrangement; (v) grant any awards under any bonus, incentive, performance or other compensation plan or arrangement or Employee Benefit Plan or other arrangement (including the grant of stock options, stock appreciation rights, stock based or stock related awards, performance units or restricted stock, or the removal of existing restrictions in any Employee Benefit Plan or other arrangement or agreement or awards made thereunder); (vi) take any action to fund or in any other way secure the payment of compensation or benefits under any Employee Agreement; (vii) promote or fire W02-SD:6AFP1\51393538 -43- Agreement and Plan of Merger 09EY-117690 PAGE any director, officer or managerial employee; or (viii) change, alter or enter into any employment agreement or c...
Covenants Related to Conduct of Business. Conduct of Business of the Company 27 Section 5.2 Conduct of Business of Parent and Merger Sub 30 Section 5.2 No Control of the Company’s Business 30
Covenants Related to Conduct of Business. 43 Section 5.1 Conduct of Business of the Company Until Closing. 43 Section 5.2 Reasonable Efforts and Further Assurances. 45 Section 5.3
Covenants Related to Conduct of Business. SECTION 5.1 Conduct of Business of the Company. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as consented to by Parent or as contemplated by this Agreement, during the period from the date hereof to the Effective Time, the Company will, and will cause each of its subsidiaries to, conduct its operations in the ordinary and usual course of
Covenants Related to Conduct of Business. Section 5.1 Covenants of the Company Section 5.2 Access to Information.
Covenants Related to Conduct of Business. SECTION 5.1 Conduct of Business of the Company. Except as set forth in Section 5.1 of the Company Disclosure Schedule, as consented to by Parent or as contemplated by this Agreement, during the period from the date hereof to the Effective Time, the Company will, and will cause each of its subsidiaries to, conduct its operations in the ordinary and usual course of business consistent with past practice and use reasonable best efforts to preserve intact its current business organizations, keep available the service of its current officers and employees and preserve its relationships with customers, suppliers and others having business dealings with it to the end that goodwill and ongoing businesses shall be unimpaired at the Effective Time. Without limiting the generality of the foregoing, and except as otherwise expressly provided in this Agreement or in Section 5.1 of the Company Disclosure Schedule, prior to the Effective
Covenants Related to Conduct of Business. Section 5.1 Conduct of Business of Xiaodu 11 Section 5.2 Conduct of Business of Rajax and Rajax Merger Sub 14 Section 5.3 Access to Information 15
Section 6.1 Rajax G-1 Shares Lock-up Period 15 Section 6.2 Non-Solicit 15 Section 6.3 Fees and Expenses 15 Section 6.4 Confidentiality 16 Section 6.5 Tax 16 Section 6.6 Specific Pre-Closing Covenants 16 Section 6.7 Other Covenants 17 Section 6.8 Handover Checklist 17 Section 6.9 Further Assurance 17 Section 7.1 Survival 18 Section 7.2 Indemnification by Approved Xiaodu Shareholders 18 Section 7.3 Specific Indemnity by Baidu HK 20 Section 7.4 Indemnification by Rajax 20 Section 7.5 Reliance 20 Section 7.6 Investigation 20 Section 7.7 Procedures 21 Section 7.8 Certain Limitations 22 Section 7.9 Exclusive Remedy 23
Covenants Related to Conduct of Business
