Covenants Relating to Conduct of Business Pending the Merger Clause Samples

Covenants Relating to Conduct of Business Pending the Merger. 6.1 Conduct of Business by the Company Pending the Merger. The Company covenants and agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.1 of the Company Disclosure Schedule or as contemplated by any other provision of this Agreement, and unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld), (1) the business of the Company and any of its Subsidiaries shall be conducted only in, and the Company and any such Subsidiaries shall not take any action except in, the Ordinary Course of Business, (2) the Company shall use all reasonable efforts to preserve substantially intact its business organization, to keep available the services of the current officers, employees and consultants of the Company and any of its Subsidiaries and to preserve the current relationships of the Company and such Subsidiaries with customers, suppliers and other persons with which the Company and any of its Subsidiaries has significant business relations, (3) comply with all applicable Laws, (4) prepare and timely file all foreign, Federal, state and local Tax Returns as required by applicable Law, and make timely payment of all applicable Taxes when due, (5) use reasonable efforts to obtain, prior to the Closing Date, all Required Company Consents, (6) take all actions to be in substantial compliance with all Company Permits, (7) make full and timely payment of all amounts required to be contributed under the terms of each Plan and applicable Law or required to be paid as expenses under any such Plan, and (8) the Company will not, and will not permit any Subsidiary to: (a) amend or otherwise change its Articles of Incorporation or Bylaws; (b) issue, sell, pledge, dispose of, grant, encumber, or authorize the issuance, sale, pledge, disposition, grant or encumbrance of, (i) any shares of capital stock of the Company or any Subsidiary of any class, or any options, warrants, convertible securities or other rights of any kind to acquire any shares of such capital stock, or any other ownership interest (including, without limitation, any phantom interest), of the Company (except for shares of the Company Common Stock, if any, issuable under agreements currently in effect on the date hereof and described in Section 4.4(a) of the Company Disclosure Schedule), shares of capital stock pursuant to Plans currently in effect as of the date hereof and described in Section 4.21(a) of the Company Disclos...

Covenants Relating to Conduct of Business Pending the Merger. Section 6.1 Conduct of Business by STAR III. (a) STAR III covenants and agrees that, between the date of this Agreement and the earlier to occur of the Merger Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (1) to the extent required by Law, (2) as may be consented to in advance in writing by STAR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the STAR III Disclosure Letter, each of the STAR III Parties shall, and shall cause each of the other STAR III Subsidiaries to, (i) conduct its business in all material respects in the ordinary course and in a manner consistent with past practice, and (ii) use all reasonable efforts to (A) preserve intact its current business organization, goodwill, ongoing businesses and significant relationships with third parties and (B) maintain the status of STAR III as a REIT. (b) Without limiting the foregoing, STAR III covenants and agrees that, during the Interim Period, except (1) to the extent required by Law, (2) as may be consented to in advance in writing by STAR (which consent shall not be unreasonably withheld, conditioned or delayed), (3) as may be expressly contemplated, expressly required or expressly permitted by this Agreement, or (4) as set forth in Section 6.1(a) or Section 6.1(b) of the STAR III Disclosure Letter, the STAR III Parties shall not, and shall not cause or permit any other STAR III Subsidiary to, do any of the following: (i) amend or propose to amend (A) the STAR III Governing Documents or (B) such equivalent organizational or governing documents of any STAR III Subsidiary, or (C) waive the stock ownership limit or create an Excepted Holder Limit (as defined in the STAR III Charter) under the STAR III Charter; (ii) adjust, split, combine, reclassify or subdivide any shares of stock or other equity securities or ownership interests of STAR III or any STAR III Subsidiary; (iii) declare, set aside or pay any dividend on or make any other actual, constructive or deemed distributions (whether in cash, stock, property or otherwise) with respect to shares of capital stock of STAR III or any STAR III Subsidiary or other equity securities or ownership interests in STAR III or any STAR III Subsidiary or otherwise make any payment to its or thei...

Covenants Relating to Conduct of Business Pending the Merger. Section 5.1 Conduct of Business by Cabot and Cabot LP. (a) During the period from the date of this Agreement to the earlier of the termination of this Agreement or the Merger Effective Time, Cabot shall, and shall cause each of the Cabot Subsidiaries (including Cabot LP) to (i) carry on its businesses in the usual, regular and ordinary course consistent with past practice and in compliance in all material respects with applicable Law, in each case, with no less diligence and effort than would be applied in the absence of this Agreement and (ii) to the extent consistent with the foregoing clause (i), use its commercially reasonable efforts to preserve intact its current business organization, goodwill, ongoing businesses, Cabot's status as a REIT within the meaning of the Code and its relationships with customers, suppliers, distributors, lessors, creditors, employees, contractors and others having business dealings with it with the intention that its goodwill and ongoing businesses shall be unimpaired at the Merger Effective Time. On a regular and frequent basis, and from time to time promptly upon CalWest's reasonable request, Cabot shall confer with CalWest and report on operational matters. Cabot shall promptly (but in any event within two (2) Business Days) advise CalWest orally and in writing of any Cabot Material Adverse Effect or any matter which would constitute a Cabot Material Adverse Effect (including any litigation having potential Liability to Cabot or any Cabot Subsidiary (other than litigation arising out of or relating to personal injury claims that are covered by applicable insurance) in excess of $250,000 or any complaint, investigation or hearing by any Governmental Entity involving Cabot or any Cabot Subsidiary). Cabot shall promptly provide to CalWest (and its counsel) copies of all filings made by Cabot with any Governmental Entity in connection with this Agreement and the transactions contemplated hereby, including any Cabot SEC Document filed after the date of this Agreement. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the termination of this Agreement or the Merger Effective Time, except as otherwise expressly provided by this Agreement or the Transaction Documents or to the extent consented to by CalWest in advance and in writing, Cabot shall not and shall not authorize or commit or agree to, and shall cause the Cabot Subsidiaries (including Cabot LP) no...

Covenants Relating to Conduct of Business Pending the Merger. 4.1 Conduct of Business by the Company Pending the Merger. Except as (i) set forth on Schedule 4.1 of the Company Disclosure Letter, (ii) as expressly contemplated or permitted by this Agreement, (iii) required by any judgment, order, decree, statute, law, ordinance, rule or regulation of any Governmental Entity or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned): (1) the Company covenants and agrees that, prior to the Effective Time, it shall, and shall cause each of its Subsidiaries to, conduct its businesses in the ordinary course and shall use reasonable best efforts to preserve intact its present business organization and material Company Permits, retain the current officers of the Company, and the other personnel identified on Schedule 4.1 of the Parent Disclosure Letter, and preserve its relationships with its key customers and suppliers and (2) without limiting the generality of the foregoing, prior to the Effective Time:

Covenants Relating to Conduct of Business Pending the Merger. Section 6.1 Conduct of Business by the Company Pending the Closing 66 Section 6.2 Conduct of Business by Parent Pending the Closing 71 Section 6.3 Other Actions 76

Covenants Relating to Conduct of Business Pending the Merger. 4.1 Conduct of Business by the Company Pending the Merger. From the Prior Execution Date until the Effective Time, the Company agrees as to itself and its Subsidiaries that (except as described on Schedule 4.1 to the Company Disclosure Schedule or as expressly contemplated or permitted by this Agreement, or to the extent that Parent and Newco shall otherwise consent in writing):

Covenants Relating to Conduct of Business Pending the Merger. 64 Section 6.1 Conduct of Business by the Company Parties. 64

Covenants Relating to Conduct of Business Pending the Merger. SECTION 5.01. Conduct of the Business Pending the Merger. (a) During the period from the date of this Agreement and continuing until the Effective Time, JTI agrees as to itself and the JTI Subsidiary, that JTI shall not, and shall cause the JTI Subsidiaries not to, engage in any business whatsoever other than in connection with the consummation of the transactions contemplated by this Agreement, and shall use commercially reasonable efforts to preserve intact its business and assets, maintain its assets in good operating condition and repair (ordinary wear and tear excepted), retain the services of its officers, employees and independent contractors and use reasonable commercial efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained with respect to its business, unless, in any case, IMV consents otherwise in writing. (b) During the period from the date of this Agreement and continuing until the Effective Time, IMV agrees that, other than in connection with the consummation of the transactions contemplated hereby, it shall carry on its business only in the ordinary course of business consistent with past practice, use commercially reasonable efforts to preserve intact its business and assets and use reasonable commercial efforts to keep in full force and effect liability insurance and bonds comparable in amount and scope of coverage to that currently maintained with respect to its business, unless, in any case, JTI consents otherwise in writing; provided that IMV may take

Covenants Relating to Conduct of Business Pending the Merger. Except with respect to the Spin-Off Transaction and the Contribution Transaction, during the period from the date of this Agreement to the Effective Time, IPL and Video each agrees as to itself and its Subsidiaries that except as expressly permitted by this Agreement or otherwise agreed in writing (which agreement shall not be unreasonably withheld or delayed) by IPL and Video: