Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: the Company shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 5 contracts
Samples: Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Kubient, Inc.), Agreement and Plan of Merger and Reorganization (Tocagen Inc)
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 4 contracts
Samples: Agreement and Plan of Merger and Reorganization (DelMar Pharmaceuticals, Inc.), Agreement and Plan of Merger (Versartis, Inc.), Agreement and Plan of Merger and Reorganization
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable Law or unless Parent Meerkat shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws Law and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Synlogic, Inc.), Agreement and Plan of Merger and Reorganization (Mirna Therapeutics, Inc.)
Operation of the Company’s Business. (a) Except as set forth on in Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this AgreementAgreement (including the Pre-Closing Financing), as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: , each of the Company and its Subsidiaries shall conduct its respective business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.), Agreement and Plan of Merger and Reorganization (Rexahn Pharmaceuticals, Inc.)
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: the Company shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (BioPharmX Corp), Agreement and Plan of Merger and Reorganization (Edge Therapeutics, Inc.)
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Proteon Therapeutics Inc), Agreement and Plan of Merger and Reorganization (GTX Inc /De/)
Operation of the Company’s Business. (a) Except (i) as expressly contemplated or permitted by this Agreement, (ii) as set forth on in Section 4.2(a5(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, (iii) as required by applicable Law Law, or (iv) unless Parent shall otherwise consent in writing (which consent shall will not be unreasonably withheld, delayed or conditioned), during the Pre-Pre Closing Period: Period the Company shall use commercially reasonable efforts to conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material ContractsBusiness.
Appears in 1 contract
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a4.02(a) of the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement, as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws Law and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Conatus Pharmaceuticals Inc.)
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this AgreementAgreement (including in connection with the Concurrent Financing), as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Histogenics Corp)
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) 4.2 of the Company Disclosure Schedule, as expressly permitted by this AgreementAgreement (including the Pre-Closing Financing), as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed conditioned or conditioneddelayed), during the Pre-Closing Period: each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Gemphire Therapeutics Inc.)
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: , each of the Company and its Subsidiaries shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 1 contract
Operation of the Company’s Business. (a) Except as set forth on Section 4.2(a5.1(a) of the Company Disclosure Schedule, as expressly permitted by this Agreement, Agreement or as required by applicable Law or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned)writing, during the during the period commencing on the Agreement Date and continuing until the earlier to occur of the termination of this Agreement pursuant to Section 9 and the Effective Time (the “Pre-Closing Period: ”), the Company shall conduct its business and operations in the Ordinary Course of Business and in compliance in all material respects with all applicable Laws and the requirements of all Contracts that constitute Company Material Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Orgenesis Inc.)
Operation of the Company’s Business. (a) Except (i) as set forth on Section 4.2(a) of the Company Disclosure Schedule, (ii) as expressly contemplated or permitted by this Agreement, (iii) as required by applicable Law or unless (iv) with the prior written consent of Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), during the Pre-Closing Period: Period the Company shall conduct its business and operations in the Ordinary Course of Business and in material compliance in all material respects with all applicable Laws and with the requirements of all Contracts that constitute Company Material Contracts.
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (NTN Buzztime Inc)