Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the written consent of the Company:
Appears in 11 contracts
Samples: Agreement and Plan of Merger and Reorganization (Lifeapps Digital Media Inc.), Agreement and Plan of Merger and Reorganization (Boldface Group, Inc.), Agreement and Plan of Merger and Reorganization (Organovo Holdings, Inc.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent Company shall not (and shall cause each Parent Subsidiary not to), without the written consent of the CompanyBuyer:
Appears in 5 contracts
Samples: Agreement and Plan of Merger (GoFish Corp.), Agreement and Plan of Merger (Affymetrix Inc), Agreement and Plan of Merger and Reorganization (Mac Worldwide Inc)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent Company shall not (and shall cause each Parent Subsidiary not to), without the written consent of the CompanyParent:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.), Agreement and Plan of Merger and Reorganization (Foothills Resources Inc), Agreement and Plan of Merger and Reorganization (Kreido Biofuels, Inc.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the written consent of the Company:
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Ethanex Energy, Inc.), Agreement and Plan of Merger and Reorganization (Foothills Resources Inc), Agreement and Plan of Merger and Reorganization (Kreido Biofuels, Inc.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the written consent of the Company:.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Tactical Air Defense Services, Inc.), Agreement and Plan of Merger and Reorganization (Solar Energy Initiatives, Inc.), Agreement and Plan of Merger and Reorganization (Critical Digital Data, Inc.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective TimeClosing, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective TimeClosing, the Parent Company shall not (and shall cause each Parent Subsidiary not to), without the written consent of the CompanyBuyer:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Opnet Technologies Inc), Agreement and Plan of Merger (Bottomline Technologies Inc /De/), Agreement and Plan of Merger (Red Hat Inc)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the written consent of Seller or the CompanyCompanies:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Eastern Resources, Inc.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the ordinary course of business ("Ordinary Course of Business Business") and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts all reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, neither the Parent shall not (and shall cause each Parent Company nor any Subsidiary not to)shall, without the written consent of the CompanyBuyer:
Appears in 1 contract
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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; provided, however, that in any event, the Company shall adhere to operating parameters that are mutually acceptable to Engage and the Company. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent Company shall not (and shall cause each Parent Subsidiary not to), without the written consent of the CompanyEngage:
Appears in 1 contract
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the written consent of the CompanyCompany and ITD:
Appears in 1 contract
Samples: Agreement and Plan (GoFish Corp.)
Operation of Business. (a) Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent Company shall not (and shall cause each Parent Subsidiary not to), without the written consent of the CompanyParent:
Appears in 1 contract
Samples: Agreement and Plan (GoFish Corp.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Company Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent Company shall not (and shall cause each Parent Company Subsidiary not to), without the written consent of the CompanyParent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (High Tide Ventures, Inc.)
Operation of Business. Except as contemplated by this Agreement, during the period from the date of this Agreement to the Effective Time, the Parent shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course of Business and in material compliance with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and 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. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent shall not (and shall cause each Parent Subsidiary not to), without the written consent of the Company:
Appears in 1 contract
Samples: Agreement and Plan of Merger (High Tide Ventures, Inc.)
Operation of Business. Except as contemplated by this Agreement, during --------------------- the period from the date of this Agreement to the Effective Time, the Parent Company shall (and shall cause each Parent Subsidiary to) conduct its operations in the Ordinary Course ordinary course of Business business and consistent with past practice and in compliance in all material compliance respects with all applicable laws and regulations and, to the extent consistent therewith, use its Reasonable Best Efforts reasonable efforts to preserve intact its current business organization, keep its physical assets in good working condition, keep available the services of its current officers and employees and employees, preserve its relationships with customers, suppliers and others having business dealings with it to the end that and maintain its goodwill and ongoing business shall not be impaired in any all material respectrespects. Without limiting the generality of the foregoing, prior to the Effective Time, the Parent Company shall not (and shall cause each Parent Subsidiary not to)not, without the written consent of the CompanyParent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lernout & Hauspie Speech Products Nv)