Ordinary Conduct of Company Sample Clauses

Ordinary Conduct of Company. During the period from the date of this Agreement to the earlier of the Closing and the date that this Agreement is terminated in accordance with its terms, except as set forth on Section 3B of the Company Disclosure Letter, or as otherwise consented to by the Buyer in writing (which consent shall be withheld only in the exercise of Buyer’s reasonable business judgment) or as otherwise specifically contemplated by this Agreement, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course and consistent with past practices, and the Company shall not, and shall cause each of its Subsidiaries not to:
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Ordinary Conduct of Company. During the period from the date of this Agreement to the earlier of the Closing and the date that this Agreement is terminated pursuant to Section 7A, except as (w) set forth on Section 3B of the Company Disclosure Letter, (x) otherwise consented to by the Buyer in writing (not to be unreasonably withheld, conditioned or delayed); provided that, with respect to any such matter hereunder for which the Company requests Buyer's consent under this Section 3B(x), if any such consent is not provided by the Buyer or is unreasonably withheld, conditioned or delayed, then Buyer acknowledges and agrees that the Company and its Subsidiaries shall not be deemed to be operating outside of the ordinary course of business by virtue of not taking the action for which such consent was requested and was so withheld, (y) otherwise contemplated by this Agreement, or (z) would constitute a violation of Applicable Law, the Company shall not, and shall cause each of its Subsidiaries not to:
Sample 1
Ordinary Conduct of Company. (i) During the Pre-Closing Period, except as otherwise contemplated by this Agreement, the Company shall conduct the Business, and will cause each Subsidiary of the Company to conduct the Business, in the ordinary course of business in all material respects, consistent with past practice to the extent relevant, and use commercially reasonably efforts to maintain in all material respects its relationships with key employees, suppliers, patients and others having business relationships with it.
Sample 1
Ordinary Conduct of Company. From the date of this Agreement through the earlier of the Closing or the termination of this Agreement in accordance with Article 6, Seller shall cause each of the Company Entities to, except as contemplated by this Agreement or as consented to by Buyer in writing (which consent shall not be unreasonably conditioned, withheld, delayed or denied), (i) operate its business in the ordinary course (including by making capital expenditures substantially in accordance with and in amounts equal to the amounts set forth in Section 5B of the Seller Disclosure Letter), (ii) maintain its books, records, and accounts in accordance with past practice as used in the preparation of the Interim Financial Statements and the Audited Financial Statements and (iii) use reasonable best efforts to maintain and preserve substantially intact its business organization and advantageous business relationships and the goodwill of its customers and suppliers and retain the services of its key officers and key employees. Without limiting the generality of the foregoing, except as set forth on Section 5B of the Seller Disclosure Letter or as consented to by Buyer in writing (which consent, in the cases of clauses (a), (b), (d), (e), (f), (i), (k), (l), (m), (n), (o), (p), (q) and (r) below, shall not be unreasonably conditioned, withheld, delayed or denied (it being understood that, without limiting other circumstances where conditioning, withholding or delaying any such consent shall not be deemed unreasonable, any conditioning, any denial or withholding of consent with respect to the foregoing shall not be deemed unreasonable if the action for which consent is sought would require Buyer and/or the Company Entities to pay, after the Closing, more than $250,000 in excess of the amounts that would be paid if the action for which the consent is sought was not otherwise taken or if the action would have similar adverse consequences to Buyer)), Seller shall cause the Company Entities not to, except as otherwise expressly contemplated by this Agreement:
Sample 1

Related to Ordinary Conduct of Company

  • Ordinary Conduct Except as set forth in the capital expenditure and operating budget of VANTAS (the "VANTAS CapEx Budget") attached hereto as part of Schedule 7(b) or otherwise expressly permitted by the terms of this Agreement, from the date hereof to the Closing, VANTAS and each of its Subsidiaries shall continue to conduct their business in the ordinary course in substantially the same manner as presently conducted and shall make all reasonable efforts consistent with past practices to preserve its relationships with customers and others with whom it deals, including the incurrence of expenditures in connection with the continued development of committed centers covered by the VANTAS CapEx Budget. Notwithstanding anything to the contrary contained herein, VANTAS may use available cash to repay indebtedness of VANTAS on which it is the primary obligor, including, without limitation, outstanding principal and accrued and unpaid interest pursuant to the Paribas Line (as herein defined). VANTAS and each of its Subsidiaries shall not take any action that would, or that could reasonably be expected to, result in (A) any of the representations and warranties (including, but not limited to, those set forth in Section 5(f)) of VANTAS set forth in this Agreement that are qualified as to materiality becoming untrue or incorrect, (B) any of such representations and warranties that are not so qualified becoming untrue or incorrect in any material respect or (C) any of the conditions to the HQ Merger set forth in Section 9 not being satisfied. In addition, except as set forth in the VANTAS Cap Ex Budget or Schedule 7(b), VANTAS and its Subsidiaries shall not do any of the following without the prior written consent of the Company:

  • Interim Conduct of Business (a) Except (i) as contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its reasonable best efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organization.

  • Existence; Conduct of Business The Borrower will, and will cause each of its Subsidiaries to, do or cause to be done all things necessary to preserve, renew and keep in full force and effect its legal existence and the rights, licenses, permits, privileges and franchises material to the conduct of its business; provided that the foregoing shall not prohibit any merger, consolidation, liquidation or dissolution permitted under Section 6.03.

  • Conduct of the Company’s Business The Company covenants and agrees that, prior to the Effective Time, unless Parent shall otherwise consent in writing or as otherwise expressly contemplated by this Agreement:

  • Business Conducted Borrower shall continue in the business currently conducted by it using its best efforts to maintain its customers and goodwill. Borrower shall not engage, directly or indirectly, in any line of business substantially different from the business conducted by it immediately before the Closing Date, or engage in business or lines of business which are not reasonably related thereto.

  • Corporate Powers; Conduct of Business The Company shall, and shall cause each of its Subsidiaries to, qualify and remain qualified to do business in each jurisdiction in which the nature of its business requires it to be so qualified and where the failure to be so qualified will have or could reasonably be expected to have a Material Adverse Effect. The Company will, and will cause each Subsidiary to, carry on and conduct its business in substantially the same manner and in substantially the same fields of enterprise as it is presently conducted.

  • Conduct of Business of Company During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company agrees (except to the extent expressly contemplated by this Agreement), to carry on its and its Subsidiaries' business in the ordinary course in substantially the same manner as heretofore conducted, to pay and to cause its Subsidiaries to pay debts and Taxes when due subject to good faith disputes over such debts or taxes, to pay or perform other material obligations when due, and to use its commercially reasonable efforts consistent with past practice and policies to preserve intact its and its Subsidiaries' present business organizations, use its commercially reasonable efforts consistent with past practice to keep available the services of its and its Subsidiaries' present officers and key employees and use its commercially reasonable efforts consistent with past practice to preserve its and its Subsidiaries' relationships with customers, suppliers, distributors, licensors, licensees, and others having business dealings with it or its Subsidiaries, to the end that its and its Subsidiaries' goodwill and ongoing businesses shall be unimpaired at the Effective Time. The Company agrees to promptly notify Parent of any material event or occurrence not in the ordinary course of its or its Subsidiaries' business, and of any event which could reasonably be expected to have a Company Material Adverse Effect. Without limiting the generality of the foregoing, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not do, cause or permit any of the following actions, or allow, cause or permit any of its Subsidiaries to do, cause or permit any of the following actions:

  • Conduct of Business in Ordinary Course Seller has conducted the business and operations of the Station only in the ordinary course and has not:

  • HOW CONDUCTED All expenses in connection with the trials of the VESSEL are to be for the account of the BUILDER, which, during the trials, is to provide at its own expense the necessary crew to comply with conditions of safe navigation. The trials shall be conducted in the manner prescribed in this CONTRACT and the SPECIFICATIONS, and shall prove fulfilment of the performance requirements for the trials as set forth in the SPECIFICATIONS. The BUILDER shall be entitled to conduct preliminary sea trials, during which the propulsion plant and/or its appurtenance shall be adjusted according to the BUILDER's judgement. The BUILDER shall have the right to repeat any trial whatsoever as it deems necessary.

  • Conduct of the Company From the date of this Agreement until the Closing or the earlier termination of this Agreement in accordance with Article 8 (the “Pre-Closing Period”), except as (i) expressly required or expressly contemplated by this Agreement, (ii) set forth in Section 5.01 of the Company Letter, (iii) required by applicable Law or (iv) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, (A) conduct its business in all material respects in the ordinary course of business consistent with past practice, (B) use its reasonable best efforts to preserve intact in all material respects its business organization and material business relationships with suppliers, vendors, Governmental Authorities, Customers and other Persons with which the Company has material business relationships and keep available the services of its present officers and key employees and (C) use commercially reasonable efforts to undertake the actions enumerated in Section 5.01-1 of the Company Letter; provided, that none of the Company or any of its Subsidiaries shall be required to (or shall without Parent’s or Buyer’s prior consent, not to be unreasonably withheld, conditioned or delayed) make any payments to its business relationship counterparties, beyond that paid in the ordinary course of business in order to maintain such business relationships. In addition to and without limiting the generality of the foregoing, during the Pre-Closing Period, except as (w) expressly required or expressly contemplated by this Agreement, (x) set forth in Section 5.01 of the Company Letter, (y) required by applicable Law or (z) consented to in advance in writing by Parent or Buyer (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause its Subsidiaries not to:

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