Operation of the Acquired Corporations’ Business. During the Pre-Closing Period, except (x) as required or expressly provided by this Agreement or as required by applicable Legal Requirements, (y) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), or (z) with respect to Section 4.2(a), as set forth in Section 4.2(a) of the Company Disclosure Schedule and with respect to Section 4.2(b), as set forth in Section 4.2(b) of the Company Disclosure Schedule:
Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (A) as expressly required under this Agreement or as expressly required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall ensure that each Acquired Corporation conducts in all material respects its business and operations in the ordinary course and (ii) the Company shall promptly notify Parent of (A) any written notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened, relating to or involving any Acquired Corporation that relates to the Transactions. The Company shall, acting in the ordinary course of business, use commercially reasonable efforts to preserve intact the material components of the Company’s current business organization, including keeping available the services of current officers and key employees, and use commercially reasonable efforts to maintain their respective relations and good will with all material suppliers, material customers, Governmental Bodies and other material business relations; provided, however, that the Company shall be under no obligation to put in place any new retention programs or include additional personnel in existing retention programs.
Operation of the Acquired Corporations’ Business. During the Pre-Closing Period:
Operation of the Acquired Corporations’ Business. Except as set forth in Part 5.2 of the Disclosure Schedule:
Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period, the Company shall, and shall cause each Acquired Corporation to, conduct in all material respects its business and operations in the ordinary course, and use commercially reasonable efforts to preserve its and each of its Subsidiaries’ business organizations substantially intact and preserve existing relations with key suppliers and other Persons with whom the Company or its Subsidiaries have significant business relationships, in each case, consistent with past practice, except: (i) as expressly required or permitted under this Agreement; (ii) as required by applicable Legal Requirements; (iii) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned; provided, however, that with respect to Sections 5.2(b)(i), 5.2(b)(ii), 5.2(b)(v), 5.2(b)(xiii), 5.2(b)(xv), 5.2(b)(xvi) and, solely with respect to the foregoing, 5.2(b)(xvii), Parent’s consent shall be given, conditioned or withheld in its sole discretion; or (iv) as set forth in Part 5.2 of the Company Disclosure Letter.
Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or contemplated under this Agreement or as required by applicable Legal Requirements, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, delayed or conditioned, or (C) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause each of the other Acquired Corporations to, conduct its business and operations in the ordinary course (provided, that the Company may take actions outside of the ordinary course of business to the extent reasonably necessary (1) to protect the health and safety of the Company’s or its Subsidiaries’ employees in respect of the Acquired Corporations’ business activities in response to COVID-19 or (2) to implement a COVID-19 Response, and provided, further, that the Company provides written notice to Parent, to the extent not prohibited by applicable Legal Requirements, prior to taking such actions), and (ii) the Company shall notify Parent as soon as reasonably practicable and to the extent not prohibited by applicable Legal Requirements of (A) any knowledge of the receipt of any notice from any Person alleging that the Consent of such Person is or may be required in connection with any of the Transactions and (B) any Legal Proceeding commenced, or, to its knowledge threatened in writing, relating to or involving any Acquired Corporation that relates to the consummation of the Transactions. The Company shall, and shall cause each Acquired Corporation to, use commercially reasonable efforts to (w) conduct its business in the ordinary course in all material respects, (x) preserve intact its materials assets (including technology) and material components of its business organizations, (y) keep available the services of its present executive officers and key employees and (z) maintain business relationships and good will with Governmental Bodies with jurisdiction over the operation of the Acquired Corporations, customers, suppliers, licensors, licensees, distributors, Collaboration Partners and other business partners, in each case, that have material business relations with the Acquired Corporations.
Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period, except (x) as required by this Agreement or as required by applicable Legal Requirements, (y) with the written consent of Parent, or (z) as set forth in Part 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause each Acquired Corporation to, conduct in all material respects its business and operations in the ordinary course.
Operation of the Acquired Corporations’ Business. During the Pre-Closing Period, except (x) as expressly required by this Agreement or as required by applicable Legal Requirements, (y) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed except in the case of clause (b)(i), (b)(iii), (b)(iv), (b)(vi), (b)(viii), (b)(ix), (b)(xi), (b)(xiv) or, with respect to the foregoing clauses, clause (b)(xvii)), or (z) as set forth in Section 5.2 of the Company Disclosure Schedule:
Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Laws, (B) with the written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, or (C) as set forth in Section 6.2 of the Company Disclosure Letter, the Company shall and shall cause each of the other Acquired Corporations to use commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course and (ii) preserve intact the Acquired Corporations’ current business organization, including by keeping available the services of current officers and key employees and maintaining their respective relations and good will with its material suppliers, customers, Governmental Bodies and other material business relations (it being agreed that with respect to the matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the more general provision of this Section 6.2(a), including with respect to the actions the Acquired Corporations can take to keep available the services of officers and other employees).
Operation of the Acquired Corporations’ Business. During the Pre-Closing Period, except (x) as expressly required under this Agreement or as required by applicable Legal Requirements, (y) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed with respect to Sections 5.2(b)(iv), 5.2(b)(v), 5.2(b)(viii), 5.2(b)(ix), 5.2(b)(xi), 5.2(b)(xii) and 5.2(b)(xvii)), or (z) as set forth in Section 5.2 of the Company Disclosure Schedule (except with respect to Section 5.2(b)(xxi)):
