COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 64
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER
4.1 Conduct of Business by the Company Pending the Merger. Prior to the Effective Time, The Company agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement or set forth in Section 4.1 of the Company Disclosure Schedule, or to the extent that Parent shall otherwise consent in writing):
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE EXCHANGE ---------------------------------
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER 75
Section 6.1 Conduct of Business by Company 75 Section 6.2 Conduct of Business by Parent 81 Section 6.3 No Control of Other Party’s Business 87
Section 7.1 Preparation of the Form S-4, the Joint Proxy Statement; Stockholders Meetings 87 Section 7.2 Access to Information; Confidentiality 90 Section 7.3 No Solicitation; Company Acquisition Proposals 91 Section 7.4 No Solicitation; Parent Acquisition Proposals 96 Section 7.5 Public Announcements 100 Section 7.6 Indemnification; Directors’ and Officers’ Insurance 101 Section 7.7 Appropriate Action; Consents; Filings 104 Section 7.8 Notification of Certain Matters; Transaction Litigation 105 Section 7.9 Listing 106 Section 7.10 Section 16 Matters 106 Section 7.11 Certain Tax Matters 106 Section 7.12 Dividends 106 Section 7.13 Voting of Shares 107 Section 7.14 Takeover Statutes 107 Section 7.15 Tax Representation Letters 108 Section 7.16 Financing Cooperation 108 Section 7.17 Other Transactions 111 Section 7.18 Resignations 112 Section 7.19 Employee Matters 112 Section 7.20 Company Equity Awards 114 Section 7.21 Delisting; Deregistration 115 Section 7.22 Merger Sub; Parent Subsidiaries; Company Subsidiaries 115
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER
4.1 Conduct of Business by the Company and Parent Pending the Merger.. 59 4.2
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER
4.1 Conduct of Business by the Company and Parent Pending the Merger.
(a) Prior to the Effective Time, the Company agrees as to itself and its Subsidiaries that (except to the extent that Parent shall otherwise consent in writing or except as set forth or Schedule 4.1(a) of the Company Disclosure Schedule or otherwise contemplated by this Agreement):
(i) The Company and each of its Subsidiaries shall carry on its respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees, subject to Section 5.9, and endeavor to preserve its relationships with customers, suppliers and others having business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Time. 52
(ii) Except for transactions solely among the Company and its Subsidiaries, the Company shall not and it shall not permit any of its Subsidiaries to: (A) declare or pay any dividends on or make other distributions in respect of any of its capital stock or partnership interests; (B) split, combine or reclassify any of its capital stock or issue or authorize or propose the issuance of any other securities in respect of, in lieu of or in substitution for shares of the Company's capital stock or otherwise authorize, recommend or propose any material change in its capitalization; or (C) repurchase, redeem or otherwise acquire, or permit any of its Subsidiaries to purchase, redeem or otherwise acquire, any shares of its capital stock, except as required by the terms of its securities outstanding on the date hereof or as contemplated by any existing employee benefit plan.
(iii) The Company shall not and it shall not permit any of its Subsidiaries to issue, deliver or sell, or authorize or propose to issue, deliver or sell, any shares of its capital stock of any class, any Voting Debt or other voting securities or any securities convertible into, or any rights, warrants or options to acquire, any such shares, Voting Debt, other voting securities or convertible securities, other than (A) the issuance of Company Common Stock upon the exercise of stock options granted under the Company Stock Plans that are outstanding on the date hereof, or in satisfaction of stock grants or stock based awards made prior t...
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGERS 45 ARTICLE 7 ADDITIONAL COVENANTS 50 ARTICLE 8 CONDITIONS 64 ARTICLE 9 TERMINATION, FEES, AMENDMENT AND WAIVER 66 ARTICLE 10 GENERAL PROVISIONS 71 XXXXXXXX, XXXXXXXXX AND DISCLOSURE LETTERS
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE MERGER
4.1 Conduct of Business by the Company Pending the Merger. Except as (i) set forth on Schedule 4.1 of the Company Disclosure Letter, (ii) as expressly contemplated or permitted by this Agreement, (iii) required by any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld): (1) the Company covenants and agrees that, prior to the Effective Time, it shall, and shall cause each of its Subsidiaries to, (A) conduct its businesses in the ordinary course, in substantially the same manner as heretofor conducted, and (B) use reasonable best efforts to preserve intact its present business organization and material Company Permits, retain the Company’s current officers, and preserve its relationships with its key customers, suppliers and other Persons with which it has significant business dealings and relations to the end that its goodwill, business and operations shall not be impaired in any material respect at the Effective Time, and (2) without limiting the generality of the foregoing, prior to the Effective Time:
COVENANTS RELATING TO CONDUCT OF BUSINESS PENDING. THE STOCK TRANSACTION 32 ARTICLE V. ADDITIONAL COVENANTS 38
