Common use of Action During Interim Period Clause in Contracts

Action During Interim Period. During the Interim Period, except as otherwise expressly set forth in Schedule 7.5, as required by Applicable Law or as consented to in writing in advance by the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed, and in the event the Purchaser does not acknowledge receiving a request for consent within 10 Business Days after such consent is requested in writing by the Vendor, the Purchaser shall be deemed to have consented to such request) or as otherwise contemplated, permitted or required by this Agreement or the Transaction Agreements, (a) subject to Section 7.5(b), the Vendor shall use its commercially reasonable efforts to cause the Corporation to carry on its business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current key officers and other key Employees and maintain its existing material business relationships with customers, suppliers, distributors, licensors (of Intellectual Property material to the conduct of the Business), and others having material business dealings with the Corporation; and (b) notwithstanding Section 7.5(a), the Vendor shall not, directly or indirectly, cause or permit the Corporation do any of the following: (i) amend any Constitutive Documents of the Corporation in any respect that would be material to the Purchaser; (ii) grant any options to acquire capital stock in the Corporation or grant to any Person any right to acquire any ordinary shares in the capital stock of the Corporation; (iii) (A) directly or indirectly issue, sell or grant any Corporation Securities or any other equity interests in the Corporation, (B) redeem, purchase or otherwise reacquire any issued and outstanding Corporation Securities, or

Action During Interim Period. During the Interim Period, except as otherwise expressly set forth in Schedule 7.57.5 and Section 7.6, as required by Applicable Law or as consented to in writing in advance by the Purchaser (such consent not to be unreasonably withheld, conditioned or delayed, and in the event the Purchaser does not acknowledge receiving a request for consent within 10 Business Days after such consent is requested in writing by the Vendor, the Purchaser shall be deemed to have consented to such request) or as otherwise contemplated, permitted or required by this Agreement or the Transaction Agreements, (a) subject to Section 7.5(b), the Vendor shall use its commercially reasonable efforts to cause the Corporation to carry on its business in all material respects in the Ordinary Course of Business and use commercially reasonable efforts to preserve intact its current business organization, keep available the services of its current key officers and other key Employees and maintain its existing material business relationships with customers, suppliers, distributors, licensors (of Intellectual Property material to the conduct of the Business), and others having material business dealings with the Corporation; and (b) notwithstanding Section 7.5(a), the Vendor shall not, directly or indirectly, cause or permit the Corporation do any of the following: (i) amend any Constitutive Documents of the Corporation in any respect that would be material to the Purchaser; (ii) grant any options to acquire capital stock in the Corporation or grant to any Person any right to acquire any ordinary shares in the capital stock of the Corporation; (iii) (A) directly or indirectly issue, sell or grant any Corporation Securities or any other equity interests in the Corporation, (B) redeem, purchase or otherwise reacquire any issued and outstanding Corporation Securities, or