Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 11 and the Closing Date, except as otherwise expressly permitted or required by this Agreement, the Company will conduct its business in the Ordinary Course of Business and substantially as presently operated and shall use commercially reasonable efforts to preserve its business intact, keep available to the Company the services of its present officers and employees and to preserve for the Company the goodwill of its customers and others having business relations with the Company. Except as set forth on Schedule 5.1, from the date hereof and through Closing Date, the Company will not, without the prior written consent of Parent, which will not be unreasonably withheld or delayed:
Operation of Business, Related Matters. From the date hereof and on and prior to the Closing Date, except as otherwise permitted or required by this Agreement, the Company will cause the Target Companies to conduct the Business in the Ordinary Course of Business. From the date hereof and on and prior to the Closing Date no Seller will sell, pledge or otherwise encumber his, her or its Shares, without the prior written consent of the Buyer. Except as set forth in Schedule 7.3, from the date hereof and prior to the Closing Date, the Company shall not, and shall cause the Target Companies not to, without the prior written consent of Buyer, which will not be unreasonably withheld:
Operation of Business, Related Matters. From the date hereof until the Closing Date, except as otherwise permitted or required by this Agreement, Cratos shall conduct the Business in the Ordinary Course of Business and substantially as presently operated. Without limiting the foregoing, except as set forth on Schedule 6.1 or as contemplated by this Agreement, from the date hereof until the Closing Date, Cratos shall not, without the prior written consent of Buyer, which shall not be unreasonably withheld, conditioned or delayed:
Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 12 or the Closing Date, unless the Buyer shall otherwise agree and except as otherwise permitted or required by this Agreement, the Company will (A) conduct the Business in the Ordinary Course of Business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the value of the Business as a going concern, (B) duly and timely file or cause to be filed all reports and returns required to be filed with any Governmental Authority and promptly pay or cause to be paid when due all taxes, assessments, and governmental charges, including interest and penalties levied or assessed, unless diligently contested in good faith by appropriate proceedings and (C) manage its working capital, including cash, receivables, other current assets, trade payables and other current liabilities, in a fashion consistent with past practice, including by selling inventory and other property in an orderly and prudent manner and paying outstanding obligations, trade accounts and other Debts as they become due and in accordance with their
Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 12 and the Closing Date, except as otherwise permitted or required by this Agreement, the Company will (a) conduct the Business in the Ordinary Course of Business and substantially as presently operated, (b) use reasonable efforts to maintain the value of the Business as a going concern, (c) comply in all material respects with all applicable Legal Requirements, and (d) use reasonable efforts to (i) preserve the present business operations, organization (including officers and employees) and goodwill of the Company and (ii) preserve the present relationships with Persons having business dealings with the Company (including customers and suppliers). Except as set forth on Schedule 5.2, from the date hereof and prior to the Closing Date, the Company will not, without the prior written consent of Parent which, as to subsections (g), (j), (s) and (t) below, will not be unreasonably withheld or delayed:
Operation of Business, Related Matters. From the date hereof until the Closing Date, except as otherwise permitted or required by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct the Business in the Ordinary Course of Business and substantially as presently operated, (ii) use reasonable efforts to maintain the value of the Business as a going concern, and (iii) use reasonable efforts to preserve intact the present business organization and assets of the Business and preserve the present relationships of the Company with the payors, vendors and the Employees of the Business. Without limiting the foregoing, except as set forth in Schedule 6.3 or as contemplated by this Agreement, from the date hereof until the Closing Date, the Company shall not, without the prior written consent of Buyer:
Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 12 or the Closing Date, unless the Buyer shall otherwise agree in writing and except as otherwise permitted or required by this Agreement, the Company will conduct the Business in the Ordinary Course of Business and substantially in the same manner as presently operated and use reasonable commercial efforts to maintain the value of the Business as a going concern. Except as set forth in Schedule 7.2, from the date hereof and prior to the Closing Date, the Company shall not, without the prior written consent of Buyer, which will not be unreasonably withheld or delayed:
Operation of Business, Related Matters. 6.1.1. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Article 10 or the Closing Date unless the Buyer shall otherwise agree and except as otherwise expressly permitted or required by this Agreement or as set forth on Schedule 6.1.1(a), the Company shall, and shall cause its Subsidiaries to conduct the Business and the operations of the Target Companies in the Ordinary Course of Business and shall use commercially reasonable efforts, consistent with past practices, to preserve intact the business organization of the Target Companies and the relationship with customers, suppliers and other third parties having a business relationship with any of the Target Companies.
Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 10 or the Closing Date, unless the Buyer Parties shall otherwise agree in writing and except as otherwise permitted or required by this Agreement, the Company will conduct the Business in the ordinary course of business and in all material respects in a manner consistent with past practice and use reasonable commercial efforts to maintain the value of the Business as a going concern, to preserve substantially intact the business organizations of the Target Companies, to keep available the services of the current officers, employees and consultants of the Target Companies, and to preserve the current relationships of the Target Companies with customers, suppliers, and other Persons with which any Target Company has significant business relations. By way of amplification and not limitation, except as set forth in Schedule 6.2, from the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 10 or the Closing Date, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of the Buyer Parties, which will not be unreasonably withheld or delayed:
Operation of Business, Related Matters. From the date hereof through the earlier of the date this Agreement is terminated pursuant to Section 11 or the Closing Date, unless Buyer shall provide its prior written consent (which shall not be unreasonably withheld, conditioned or delayed), the Company shall, Seller shall cause the Company to and the Company and Seller shall cause each of the Company’s Subsidiaries to, conduct the Business in the Ordinary Course of Business (including the maintenance of sufficient levels of working capital in order to operate the Business in the Ordinary Course of Business, it being understood that the Company and its Subsidiaries can distribute to the Seller or its Affiliates any and all cash at any time prior to the Closing Date and, to the extent such distributions are included in the Closing Date Cash Distribution Amount, on the Closing Date and take such other actions as are expressly required or permitted by the terms of this Agreement) in a manner that complies with all applicable Legal Requirements and use commercially reasonable efforts to maintain the value of the Business as a going concern.
