theatticusproject/maud huggingface dataset:
Section 6.2       Operation of the Company’s Business.   (a)            During the Pre-Closing Period: (i) except (A) as required or expressly contemplated under this Agreement or as required by applicable Laws, (B) for any action reasonably taken, or omitted to be taken, as required by or to comply with COVID-19 Measures, (C) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (D) as set forth in Section 6.2 of the Company Disclosure Schedule, the Acquired Companies shall use commercially reasonable efforts to (i) conduct in all material respects its business and operations in the ordinary course and (ii) preserve intact the material components of the Company’s current business organization, including by maintaining its relations and goodwill with all material suppliers, material customers, Governmental Bodies and other material business relations (it being understood that with respect to the matters specifically addressed by any provision of Section 6.2(b), such specific provisions shall govern over the more general provision of this Section 6.2(a)). (Page 29)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
6.1 Conduct of Company Business Pending the Merger. 

(a) Except (i) as set forth on Schedule 6.1(a) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement (including in connection with the Conversions), (iii) as may be required by applicable Law (including COVID-19 Measures), or (iv) otherwise consented to by Isla in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company covenants and agrees that, until the earlier of the Merger Effective Time and the termination of this Agreement pursuant to Article VIII, it shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its businesses in the ordinary course, including by using reasonable best efforts to preserve substantially intact its present business organization and assets and preserve its existing relationships with Governmental Entities and its significant customers, suppliers, lessors and others having significant business dealings with it of business in all material respects. <omitted> 

“ordinary course of business” means, with respect to an action taken by any Person, that such action is consistent with the ordinary course of business of such Person, excluding (whether or not such term is qualified by “consistent with past practice” or any similar phrase) any commercially reasonable deviations therefrom due to COVID-19 or COVID-19 Measures. (Page 71)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with -31- Article IX (the “Interim Period”), except (1) as Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (2) as otherwise expressly contemplated or required by this Agreement, (3) as required by applicable Law, (4) as set forth in Section 7.1(a) of the Company Disclosure Letter or (5) for commercially reasonable actions as reasonably required to comply with or implement COVID-19 Measures, conduct its business in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent in all material respects in nature, scope and magnitude with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, including any commercially reasonable deviations therefrom due to COVID-19 Measures.  (Pages 35-36)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
6.1 Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing (it being agreed that in the event the Company seeks such consent regarding COVID-19 Measures that are reasonably designed to protect the health or welfare of employees or other relevant individuals (as expressly noted in such request by the Company), Parent’s consent shall not be unreasonably withheld, conditioned or delayed; provided, that if Parent’s failure to respond in a timely manner would reasonably be expected to jeopardize the health or welfare of employees or other relevant individuals, Parent shall be deemed to have consented to such act or omission if it fails to expressly consent to or deny consent for such requested actions or inactions within one (1) Business Day of such request) and except as (i) required by applicable Law, (ii) expressly required by this Agreement or (iii) otherwise expressly disclosed in Section 6.1 of the Company Disclosure Letter), the Company shall use its commercially reasonable efforts to (A) conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice  (Page 48)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat consent
Section 6.01. Conduct of the Company. From the date hereof until the earlier of the Effective Time and the termination of this Agreement pursuant to Article 10, the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course consistent with past practice (with any action taken in response to a COVID-19 Measure and taken prior to the date of this Agreement being deemed to be in the ordinary course of business consistent with past practice when determining whether actions taken after the date of this Agreement are in the ordinary course of business consistent with past practice)  (Page 50)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat consent
Section 6.01          Conduct of the Company. 

(a)          From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, unless Parent shall have given its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business and to preserve intact its business organization, keep available the services of its present key employees and maintain its existing relations and goodwill with material customers, members, suppliers, licensors, licensees and other Third Parties with whom it has material business relations; (Page 69)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, <omitted> unless Parent shall have given its prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in all material respects in the ordinary course of business (Page 69)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
7.1. Interim Operations. (a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with -31- Article IX (the “Interim Period”), except (1) as Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), (2) as otherwise expressly contemplated or required by this Agreement, (3) as required by applicable Law, (4) as set forth in Section 7.1(a) of the Company Disclosure Letter or (5) for commercially reasonable actions as reasonably required to comply with or implement COVID-19 Measures, conduct its business in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent in all material respects in nature, scope and magnitude with the past practices of such Person prior to the date of this Agreement and taken in the ordinary course of normal, day-to-day operations of such Person, including any commercially reasonable deviations therefrom due to COVID-19 Measures. (Pages 35-36)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
(a) The Company shall, and shall cause each of its Subsidiaries to, from and after the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement <omitted> except (1) as Parent shall otherwise approve in writing (such approval not to be unreasonably withheld, conditioned or delayed), <omitted> conduct its business in the Ordinary Course of Business <omitted> “Ordinary Course of Business” means, with respect to any Person, the conduct of such Person’s business that is consistent in all material respects in nature, scope and magnitude with the past practices of such Person prior to the date of this Agreement (Pages 35-36)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.2 Operation of the Acquired Corporations’ Business. (a) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as prohibited or required by applicable Legal Requirements, (x) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, and provided that no consent shall be required if the Company reasonably believes after consulting with outside legal counsel that seeking such consent would violate Antitrust Law), (y) for any action required to be or reasonably taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise required or reasonably taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Company shall, and shall cause each Acquired Corporation to, use commercially reasonable efforts to conduct its business and operations in the ordinary course in all material respects (Page 41)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
During the Pre-Closing Period, except <omitted> (x) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned, and provided that no consent shall be required if the Company reasonably believes after consulting with outside legal counsel that seeking such consent would violate Antitrust Law), <omitted> the Company shall, and shall cause each Acquired Corporation to, use commercially reasonable efforts to conduct its business and operations in the ordinary course in all material respects (Page 41)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.1 Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), for any actions taken reasonably and in good faith to respond to COVID-19 Measures, provided that the Company shall, to the extent reasonably practicable, provide reasonable advance notice of such actions and consult with Parent prior to taking such actions or as required by applicable Law, the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practice (Page 60)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement <omitted> except <omitted> as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), <omitted> the Company shall, and shall cause each of its Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practice (Page 60)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
7.1.    Interim Operations. 

(a)    The Company covenants and agrees that, from the execution of this Agreement until the Effective Time (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)), and except (x) as otherwise expressly required, contemplated or permitted by this Agreement, (y) as set forth in Section 7.1(a) of the Company Disclosure Letter or (z) as required by applicable Laws (including any Law issued in response to the COVID-19 (or SARS-CoV-2) virus), the Company shall use its reasonable best efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects and, to the extent consistent therewith, it shall use its reasonable best efforts to preserve its business organizations substantially intact and maintain existing relations and goodwill with Governmental Entities, customers, suppliers, production companies, distributors, licensees, licensors, creditors, lessors, employees and business associates and others having material business dealings with it and keep available the services of its present employees and agents. (Page 38)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
from the execution of this Agreement until the Effective Time (unless Parent shall otherwise consent in writing (such consent not to be unreasonably withheld, conditioned or delayed)) <omitted>  the Company shall use its reasonable best efforts to conduct its business in the ordinary course of business consistent with past practice in all material respects (Page 38)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.1    Covenants of the Company. Except (w)(1) as required by applicable law, (2) by any Company Material Contract that has been made available to Parent or other agreement, plan or arrangement in effect on the date hereof that is listed in the Company Disclosure Schedule, or (3) as taken in connection with any COVID-19 Responses (clauses (1) through (3), the “Specified Exceptions”), (x) as otherwise expressly contemplated or permitted by this Agreement, (y) as set forth in Section 5.1 of the Company Disclosure Schedule, or (z) with the Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to act and carry on its business in the Ordinary Course of Business,

<omitted>


“Ordinary Course of Business” means the ordinary course of business consistent in all material respects with past practice. (Page 29)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.1    Covenants of the Company. Except <omitted> (z) with the Parent’s consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period, the Company shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to act and carry on its business in the Ordinary Course of Business,

<omitted>


“Ordinary Course of Business” means the ordinary course of business consistent in all material respects with past practice. (Page 29)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
6.1 Interim Operations. (a) The Company covenants and agrees as to itself and its Subsidiaries that, from and after the execution of this Agreement and prior to the Effective Time (unless Parent shall otherwise approve in writing (it being agreed that in the event the Company seeks such consent regarding COVID-19 Measures that are reasonably designed to protect the health or welfare of employees or other relevant individuals (as expressly noted in such request by the Company), Parent’s consent shall not be unreasonably withheld, conditioned or delayed; provided, that if Parent’s failure to respond in a timely manner would reasonably be expected to jeopardize the health or welfare of employees or other relevant individuals, Parent shall be deemed to have consented to such act or omission if it fails to expressly consent to or deny consent for such requested actions or inactions within one (1) Business Day of such request) and except as (i) required by applicable Law, (ii) expressly required by this Agreement or (iii) otherwise expressly disclosed in Section 6.1 of the Company Disclosure Letter), the Company shall use its commercially reasonable efforts to (A) conduct its business and the business of its Subsidiaries in the ordinary course of business consistent with past practice (Page 48)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Flat consent
Section 4.1              Covenants of the Company. Except as expressly provided or permitted herein, set forth in Section 4.1 of the Company Disclosure Letter or consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), during the period commencing on the Agreement Date and ending at the Effective Time or such earlier date as this Agreement may be terminated in accordance with its terms (the “Pre-Closing Period”), the Company shall, and shall cause each of its Subsidiaries to (1) act and carry on its business in the ordinary course of business consistent with past practice, except with respect to actions or omissions that constitute COVID-19 Responses (Page 17)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Except as <omitted> consented to in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> the Company shall, and shall cause each of its Subsidiaries to (1) act and carry on its business in the ordinary course of business consistent with past practice (Page 17)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.2    Operation of the Company’s Business. (a)    Except (i) as expressly contemplated, required or expressly permitted by this Agreement, (ii) as required by applicable Law, (iii) as set forth in Section 5.2(a) or Section 5.2(b) of the Company Disclosure Letter, (iv) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed) or (v) for any actions taken reasonably and in good faith in response to any COVID-19 Measure or COVID-19, during the Interim Period, the Company shall and shall cause the Company Subsidiaries to: (A) ensure that it conducts its and their respective businesses in the ordinary course consistent with past practice in all material respects; (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Except <omitted> as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed) <omitted> , during the Interim Period, the Company shall and shall cause the Company Subsidiaries to: (A) ensure that it conducts its and their respective businesses in the ordinary course consistent with past practice in all material respects; (Page 31)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
4.1    Interim Operations. (a)    The Company agrees that, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly required by this Agreement, the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course in all material respects (Page 39)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
4.1    Interim Operations. (a)    The Company agrees that, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course in all material respects (Page 39)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.1 Conduct of the Company. From the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement or the Spin-Off Agreements or actions undertaken to effect the Separation and Distribution and other provisions of the Spin-Off Agreements, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or as required by applicable Law, the Company shall, and shall cause each of its RemainCo Subsidiaries to, (i) conduct its business in all material respects in the ordinary course of business consistent with past practices, (Page 55)

Question: Ordinary course covenant
Category: Operating and Efforts Covenant
Answer: Consent may not be unreasonably withheld, conditioned or delayed