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 ARTICLE VI
Covenants Related to Conduct of Business. SECTION 5.1 Conduct of Business of the Company................................................... 34 SECTION 5.2 Conduct of Business of Parent........................................................ 38 SECTION 5.3 Access to Information................................................................ 38
Covenants Related to Conduct of Business. 45 Section 5.1 Covenants of the Company 45 Section 5.2 Access to Information 50
Covenants Related to Conduct of Business. Section 5.1. Conduct of Business of the Company Until Closing
Covenants Related to Conduct of Business. SECTION 5.1 Conduct of Business of the Company and ePenzio, Inc. On the date of this Agreement, Parent and the Company shall form a committee comprising of two designees of Parent and two designees of the Company, all of whom shall be acceptable to Parent and the Company (the "Evaluation Committee"). Parent and the Company may replace its designees with notice to the other party. Except as consented to by seventy-five percent (75%) of the designees on the Evaluation Committee, or as contemplated by this Agreement, during the period from the date hereof to the Effective Time, the Company and ePenzio, Inc. (a wholly-owned subsidiary of Parent), and each of their subsidiaries, will each conduct their operations in the ordinary and usual course of business consistent with past practice and use reasonable best efforts to preserve intact their current business organizations, keep available the service of its current officers and key employees and preserve their 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, prior to the Effective Time, neither the Company, ePenzio, Inc., nor any of their subsidiaries will, without the prior written consent of the Evaluation Committee:
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 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 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 Time, neither the Company nor any of its subsidiaries will, without the prior written consent of Parent:
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 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:
