Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, 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 at the Effective Time.
Appears in 4 contracts
Samples: Merger Agreement (Continental Circuits Corp), Merger Agreement (Zycon Corp), Merger Agreement (Hadco Acquisition Corp Ii)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all its reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and key employees and endeavor to 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 at the Effective Time.
Appears in 3 contracts
Samples: Merger Agreement (Lennox International Inc), Merger Agreement (Service Experts Inc), Merger Agreement (Lennox International Inc)
Ordinary Course. Each of the The Company and each of its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course course, in substantially the same manner as heretofore conducted conducted, and shall use all their reasonable efforts consistent with past practice and policies to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their existing relationships with customers, suppliers suppliers, lessors, lessees, creditors and others having business dealings with it them. The Company will continue to the end that its goodwill maintain a standard system of accounting established and ongoing business shall not be impaired administered in any material respect at the Effective Timeaccordance with GAAP.
Appears in 3 contracts
Samples: Merger Agreement (Bell Industries Inc), Merger Agreement (Psicor Inc), Merger Agreement (Baxter International Inc)
Ordinary Course. Each of the The Company shall and shall cause its Subsidiaries shall subsidiaries to carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it to the end that Company and its goodwill and ongoing business shall not be impaired in any material respect at the Effective Timesubsidiaries.
Appears in 3 contracts
Samples: Merger Agreement (Colorado Gaming & Entertainment Co), Merger Agreement (Wyle Electronics), Merger Agreement (Ebv Electronics Inc)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizationsorganization, keep available the services of its current officers and employees and preserve its relationships with customers, suppliers and others having material business dealings with it to the end that its goodwill and ongoing business shall not be impaired in any material respect at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Tmil Corp), Merger Agreement (Madison Dearborn Partners Inc)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its their present business organizations, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it them to the end that its their goodwill and ongoing business shall not be impaired in any material respect at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Zurich Reinsurance Centre Holdings Inc), Merger Agreement (Zurich Insurance Co)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on conduct its businesses business and operations in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees and preserve its satisfactory relationships with customers, suppliers suppliers, distributors and others having business dealings with it and will take no action which would adversely affect its ability to consummate the end that its goodwill and ongoing business shall not be impaired in any material respect at Merger or the Effective Timeother transactions contemplated hereby.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Compdent Corp), Merger Agreement (Compdent Corp)
Ordinary Course. Each of the Company and its the Subsidiaries shall carry on its respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees employees, and endeavor to 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 at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Concentra Operating Corp), Merger Agreement (Occupational Health & Rehabilitation Inc)
Ordinary Course. Each of the Company and its Subsidiaries COMPANY shall carry on its businesses business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall and, to the extent consistent with such business, use all reasonable efforts to preserve intact its present business organizationsorganization, keep available the services of its current present 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 at the Effective Time.it;
Appears in 2 contracts
Samples: Agreement and Plan of Acquisition (Billserv Com Inc), Agreement and Plan of Acquisition (Clearworks Net Inc)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers officers, employees and employees any sales representatives 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 at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (G I Holdings Inc), Merger Agreement (U S Intec Inc)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on conduct its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable best efforts to preserve intact its present business organizationsorganization and material Company Permits, keep available the services of retain its current officers and employees Key Employees, and preserve its relationships with customers, its key customers and suppliers and others having significant business dealings with it it, including to the end that extent necessary to preserve its goodwill and ensure that its and its Subsidiaries’ ongoing business shall not be impaired in any material respect at the Company Merger Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Nexeo Solutions Holdings, LLC), Merger Agreement (WL Ross Holding Corp.)
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all reasonable efforts to preserve intact its present business organizations, 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 at the Effective Time.
Appears in 2 contracts
Samples: Merger Agreement (Cooperative Computing Inc /De/), Merger Agreement (Triad Systems Corp)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its their respective businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all their reasonable best efforts to preserve intact its their present business organizations, preserve their working capital, keep available the services of its current their present officers and employees and preserve its their relationships with customers, suppliers and others having business dealings with it them to the end that its their goodwill and ongoing business shall not be impaired in any material respect at following the Effective TimeMerger.
Appears in 1 contract
Samples: Merger Agreement (Aseco Corp)
Ordinary Course. Each of the Company and its Subsidiaries shall carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and shall use all commercially reasonable efforts to preserve intact its present business organizations, keep available the services of its current officers and employees employees, and endeavor to 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 at the Effective Time.
Appears in 1 contract
Ordinary Course. Each of the The Company and its Subsidiaries shall carry on its their businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted conducted, and shall use all reasonable efforts to preserve intact its present business organizations, 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 at the Effective Time.. 17
Appears in 1 contract
