Operation of Parent’s Business. (a) During the Pre-Closing Period, except to the extent that the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed) and except as required by this Agreement: (i) Parent and its subsidiaries shall conduct its business and operations in material compliance with all applicable laws and the material requirements of all Parent Material Contracts to which any of them is a party; (ii) Parent shall promptly notify the Company of (A) any notice or other communication from any person alleging that the consent of such person is or may be required in connection with the transactions contemplated by this Agreement, and (B) any claim or action commenced or, to the knowledge of Parent threatened against, relating to or involving or otherwise affecting Parent or any of its subsidiaries that relates to the consummation of the transactions contemplated by this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc), Agreement and Plan of Merger (Netratings Inc)
