Forbearances of Parent. Except as set forth in Parent's Disclosure Schedule or as expressly contemplated by this Agreement, without the prior written consent of the Company (such consent not to be unreasonably withheld or delayed), during the period from the date of this Agreement to the Effective Time, Parent will not, and will cause each of its Subsidiaries not to: (a) Ordinary Course. Conduct the business of Parent and its Subsidiaries other than in the ordinary and usual course, or, to the extent consistent therewith, fail to use reasonable efforts to preserve intact its material business organizations and assets and maintain its material rights, franchises and material existing relations with clients, customers, suppliers, employees and business associates.
Appears in 4 contracts
Samples: Merger Agreement (Ubs Ag/Ny), Merger Agreement (Ubs Preferred Funding Co LLC I), Agreement and Plan of Merger (Ubs Ag)