Common use of Modifications to Business Strategy Clause in Contracts

Modifications to Business Strategy. (a) Until the First Trigger Date, the Company shall not, and shall cause the other members of the Company Group not to, directly or indirectly, without the prior written consent of Xxxxxxx, modify the business strategy, or modify or expand the scope or nature of the business or other activities, of the Company or any of its Subsidiaries beyond the Company Business (which for the purposes of this provision includes control or hardware-connected technology software products for, and software and technology intended for, historian), or authorize, agree or commit to do any of the foregoing. (b) The Company shall provide reasonable advance notice and reasonably detailed information of any action (including copies of any related presentations and definitive agreements) for which it seeks Xxxxxxx’x prior written consent pursuant to this Section 3.7 and shall provide all other information reasonably and promptly requested by Xxxxxxx and its Representatives in connection with any such actions; provided that, in each case, the Company shall not be required to provide any information if providing such information would (i) violate Applicable Law, (ii) result in the loss of attorney-client privilege with respect to such information or (iii) result in the disclosure of Trade Secrets (as defined in the Transaction Agreement); provided further that the Company shall use commercially reasonable efforts to provide such information in a way that would not violate such Applicable Law or result in such loss or disclosure. Xxxxxxx shall inform the Company in writing as to whether or not consent is granted pursuant to this Section 3.7 no later than thirty (30) days following the date on which the Company provides Xxxxxxx with the information regarding the action for which Xxxxxxx’x consent is requested, and, for the avoidance of doubt, Xxxxxxx shall be deemed to have consented to such transaction if Xxxxxxx does not provide a written statement that the requested consent has been denied within such time period. Xxxxxxx Parent shall make its Chief Executive Officer reasonably available to the Company for the purpose of responding to such requests.

Modifications to Business Strategy. (a) Until the First Trigger Date, the Company shall not, and shall cause the other members of the Company Group not to, directly or indirectly, without the prior written consent of Xxxxxxx, modify the business strategy, or modify or expand the scope or nature of the business or other activities, of the Company or any of its Subsidiaries beyond the Company Business (which for the purposes of this provision includes control or hardware-connected technology software products for, and software and technology intended for, historian), or authorize, agree or commit to do any of the foregoing.control (b) The Company shall provide reasonable advance notice and reasonably detailed information of any action (including copies of any related presentations and definitive agreements) for which it seeks Xxxxxxx’x prior written consent pursuant to this Section 3.7 and shall provide all other information reasonably and promptly requested by Xxxxxxx and its Representatives in connection with any such actions; provided that, in each case, the Company shall not be required to provide any information if providing such information would (i) violate Applicable Law, (ii) result in the loss of attorney-client privilege with respect to such 14 TABLE OF CONTENTS information or (iii) result in the disclosure of Trade Secrets (as defined in the Transaction Agreement); provided further that the Company shall use commercially reasonable efforts to provide such information in a way that would not violate such Applicable Law or result in such loss or disclosure. Xxxxxxx shall inform the Company in writing as to whether or not consent is granted pursuant to this Section 3.7 no later than thirty (30) days following the date on which the Company provides Xxxxxxx with the information regarding the action for which Xxxxxxx’x consent is requested, and, for the avoidance of doubt, Xxxxxxx shall be deemed to have consented to such transaction if Xxxxxxx does not provide a written statement that the requested consent has been denied within such time period. Xxxxxxx Parent shall make its Chief Executive Officer reasonably available to the Company for the purpose of responding to such requests. ARTICLE IV OTHER AGREEMENTS Section 4.1.

Modifications to Business Strategy. (a) Until the First Trigger Date, the Company shall not, and shall cause the other members of the Company Group not to, directly or indirectly, without the prior written consent of XxxxxxxEmerson, modify the business strategy, or modify or expand the scope or nature of the business or other activities, of the Company or any of its Subsidiaries beyond the Company Business (which for the purposes of this provision includes control or hardware-connected technology software products for, and software and technology intended for, historian), or authorize, agree or commit to do any of the foregoing. (b) The Company shall provide reasonable advance notice and reasonably detailed information of any action (including copies of any related presentations and definitive agreements) for which it seeks Xxxxxxx’x Emerson’s prior written consent pursuant to this Section 3.7 and shall provide all other information reasonably and promptly requested by Xxxxxxx Emerson and its Representatives in connection with any such actions; provided that, in each case, the Company shall not be required to provide any information if providing such information would (i) violate Applicable Law, (ii) result in the loss of attorney-client privilege with respect to such information or (iii) result in the disclosure of Trade Secrets (as defined in the Transaction Agreement); provided further that the Company shall use commercially reasonable efforts to provide such information in a way that would not violate such Applicable Law or result in such loss or disclosure. Xxxxxxx Emerson shall inform the Company in writing as to whether or not consent is granted pursuant to this Section 3.7 no later than thirty (30) days following the date on which the Company provides Xxxxxxx Emerson with the information regarding the action for which Xxxxxxx’x Emerson’s consent is requested, and, for the avoidance of doubt, Xxxxxxx Emerson shall be deemed to have consented to such transaction if Xxxxxxx Emerson does not provide a written statement that the requested consent has been denied within such time period. Xxxxxxx Emerson Parent shall make its Chief Executive Officer reasonably available to the Company for the purpose of responding to such requests.

Modifications to Business Strategy. (a) Until the First Trigger Date, the Company shall not, and shall cause the other members of the Company Group not to, directly or indirectly, without the prior written consent of XxxxxxxEmerson, modify the business strategy, or modify or expand the scope or nature of the business or other activities, of the Company or any of its Subsidiaries beyond the Company Business (which for the purposes of this provision includes control or hardware-connected technology software products for, and software and technology intended for, historian), or authorize, agree or commit to do any of the foregoing. (b) The Company shall provide reasonable advance notice and reasonably detailed information of any action (including copies of any related presentations and definitive agreements) for which it seeks Xxxxxxx’x Emerson’s prior written consent pursuant to this Section 3.7 ‎3.7 and shall provide all other information reasonably and promptly requested by Xxxxxxx Emerson and its Representatives in connection with any such actions; provided that, in each case, the Company shall not be required to provide any information if providing such information would (i) violate Applicable Law, (ii) result in the loss of attorney-client privilege with respect to such information or (iii) result in the disclosure of Trade Secrets (as defined in the Transaction Agreement); provided further that the Company shall use commercially reasonable efforts to provide such information in a way that would not violate such Applicable Law or result in such loss or disclosure. Xxxxxxx Emerson shall inform the Company in writing as to whether or not consent is granted pursuant to this Section 3.7 ‎3.7 no later than thirty (30) days following the date on which the Company provides Xxxxxxx Emerson with the information regarding the action for which Xxxxxxx’x Emerson’s consent is requested, and, for the avoidance of doubt, Xxxxxxx Emerson shall be deemed to have consented to such transaction if Xxxxxxx Emerson does not provide a written statement that the requested consent has been denied within such time period. Xxxxxxx Emerson Parent shall make its Chief Executive Officer reasonably available to the Company for the purpose of responding to such requests.