Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Halcon Resources Corp), Agreement and Plan of Merger (Georesources Inc), Agreement and Plan of Merger (KCS Energy Inc)

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Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1that, except (i) as expressly contemplated by this Agreement, (wii) disclosed as set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, Schedule or (ziii) as agreed to in writing by Parent, after the date execution and delivery of this Agreement and prior to continuing until the earlier of the termination of this Agreement or the Effective Time:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Trace International Holdings Inc), Agreement and Plan of Merger (Foamex Capital Corp), Agreement and Plan of Merger (Trace International Holdings Inc)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1that, except as (w) disclosed with the prior written consent of the Parent which shall not be unreasonably withheld, conditioned or delayed, for the matters set forth in Section 5.1 of the Company Disclosure Letter, (x) Schedule and as expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement Agreement, and prior to the Effective Timeearlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the time the designees of Parent constitute a majority of the Company Board of Directors:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (OAO Severstal), Agreement and Plan of Merger (Esmark INC)

Interim Operations of the Company. The Company covenants and agrees as that prior to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1Time, except (i) as expressly contemplated by this Agreement, (wii) disclosed as set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable LawSchedule, or (ziii) as agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Timehereof:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Softworks Inc), Agreement and Plan of Merger (Eagle Merger Corp)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1that, except as (w) disclosed expressly required or permitted by this Agreement, and except as set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by ParentSchedule, after the date of this Agreement hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the Effective Time:Time (unless Parent shall otherwise consent in writing):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (JLG Industries Inc), Agreement and Plan of Merger (Oshkosh Truck Corp)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1that, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parentas reflected on Schedule 5.1, after the date of this Agreement hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the Effective Time:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Turbochef Technologies Inc), Agreement and Plan of Merger (Middleby Corp)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from that, after the date hereof, until the earlier to occur of (a) the termination of this Agreement until pursuant to Section 8.1 and (b) the Effective Time (unless Parent shall otherwise approve in writing, or the date, if any, on which unless as otherwise expressly contemplated by this Agreement is earlier terminated pursuant to Section 7.1, except as (w) or expressly disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1that, except as (w) disclosed expressly contemplated or permitted by this Agreement or set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by ParentSchedule, after the date of this Agreement hereof, and prior to the Effective Timeearlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the time the designees of Parent constitute a majority of the Company Board of Directors:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Flexsteel Industries Inc), Agreement and Plan of Merger (Dmi Furniture Inc)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, including without limitation Section 5.3 of this Agreement or (y) required by applicable Law, or (z) agreed consented to in writing by Parent, Parent after the date of this Agreement and prior to the Effective Time:: 49

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bois D Arc Energy, Inc.), Agreement and Plan of Merger (Stone Energy Corp)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parentthat, after the this date of this Agreement and prior to the Effective Time:Time (unless Parent shall otherwise approve in writing, or unless as otherwise expressly contemplated by this Agreement or expressly disclosed in the Company Disclosure Letter):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Robinson Nugent Inc), Agreement and Plan of Merger (Minnesota Mining & Manufacturing Co)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1that, except (i) as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (zii) as agreed to in writing by Parent, after the date of this Agreement hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the Effective Time, the Company shall, and shall cause its Subsidiaries to:

Appears in 1 contract

Samples: Stock Purchase Agreement (Equivest Finance Inc)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of 49 the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mission Resources Corp)

Interim Operations of the Company. The Company covenants and agrees as that, prior to itself and its Subsidiaries that during the period from earlier of the date of this Agreement until the Effective Time Appointment Date or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except 8.1 (the "Termination Date") as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Timehereof:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Data Research Associates Inc)

Interim Operations of the Company. The Company covenants and ---------------------------------------------- agrees as to itself and its Subsidiaries that during the period from that, after the date hereof, until the earlier to occur of (a) the termination of this Agreement until pursuant to Section 8.1 and (b) the Effective Time (unless Parent shall otherwise approve in writing, or the date, if any, on which unless as otherwise expressly contemplated by this Agreement is earlier terminated pursuant to Section 7.1, except as (w) or expressly disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microtouch Systems Inc)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that ----------------------------------- that, during the period from the date of this Agreement and continuing until the Effective Time earlier of the termination of this Agreement or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1Effective Time, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, Agreement or (z) agreed to the transaction described in writing by Parent, after Schedule 6.1 or with the date prior written consent of this Agreement and prior to the Effective TimePulse or Acquisition Corp.:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Technitrol Inc)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.18.1 hereof, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (xi) expressly contemplated or permitted by this Agreement, (yii) required by applicable Lawlaw or by any contract or agreement disclosed in the Disclosure Letter, (iii) described in Section 6.1 of the Disclosure Letter or (ziv) agreed to in writing by ParentParent or Acquisition Subsidiary, after the date of this Agreement hereof and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Johns Manville Corp /New/)

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Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that that, during the period from the date of this Agreement until to the Effective Time or the date, if any, on which earlier of (x) termination of this Agreement is earlier terminated pursuant to in accordance with Section 7.18.1, and (y) Closing, except as (wi) disclosed otherwise expressly contemplated by this Agreement or any Ancillary Agreement, (ii) required by applicable Law, (iii) described in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, Schedules or (ziv) agreed consented to by Parent in writing by Parent(which consent shall not be unreasonably withheld, after the date of this Agreement and prior to the Effective Time:conditioned or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Power & Digital Infrastructure Acquisition II Corp.)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until to the Effective Time (unless Parent shall otherwise agree in writing or the date, if any, on which except as otherwise expressly contemplated or permitted by this Agreement is earlier terminated pursuant to Section 7.1, except or as (w) disclosed in set forth on Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:Schedule):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nationsrent Companies Inc)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.17.1 hereof, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (xi) expressly contemplated or permitted by this Agreement, (yii) required by applicable Law, law or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:any contract or agreement disclosed

Appears in 1 contract

Samples: Stockholders' Agreement (Manville Personal Injury Settlement Trust)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the datethat, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:Time (unless Parent shall otherwise agree in writing (which agreement shall not be unreasonably withheld or delayed) and except as otherwise contemplated by this Agreement or as set forth in Section 7.1 of the Disclosure Letter):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until to the Effective Time or the date(unless Parent shall otherwise agree in writing, if anysuch agreement not to be unreasonably withheld, on which this Agreement is earlier terminated pursuant to Section 7.1, and except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (x) otherwise expressly contemplated or permitted by this Agreement, (y) required by applicable Law, the Spin-Off Agreement or (z) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:Company Disclosure Schedule):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Ball Corp)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (wi) disclosed expressly contemplated or permitted by this Agreement, (ii) set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (yiii) required by applicable Law, or (ziv) agreed to in writing by Parent, after the date of this Agreement and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Forestar Group Inc.)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, including Section 5.3 of this Agreement, (y) required by applicable Law, or (z) agreed consented to in writing by Parent, Parent after the date of this Agreement and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Boots & Coots, Inc.)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, except as (w) disclosed in Section 5.1 of the Company Disclosure Letter, (xy) expressly contemplated or permitted provided by this Agreement, (y) required by applicable Law, Agreement or (z) agreed to in writing by Parent, after the date of this Agreement hereof and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Smithway Motor Xpress Corp)

Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.17.1 hereof, except as (wi) expressly contemplated by this Agreement, (ii) required by applicable law or by any contract or agreement disclosed in the Disclosure Letter, (iii) described in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, Letter or (ziv) agreed to in writing by ParentMerger Company, after the date of this Agreement hereof and prior to the Effective Time:

Appears in 1 contract

Samples: Stockholders' Agreement (Johns Manville Corp /New/)

Interim Operations of the Company. The Company covenants and agrees as that prior to itself and its Subsidiaries that during the period from the date of this Agreement until the Effective Time or the date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1Time, except (1) as expressly contemplated by this Agreement, (w2) disclosed as set forth in Section 5.1 of the Company Disclosure Letter, (x) expressly contemplated or permitted by this Agreement, (y) required by applicable Law, or (z3) as agreed to in writing by Parent, after the date of this Agreement hereof, the Company Business shall be conducted only in the usual, regular and prior ordinary course and substantially in the same manner as heretofore conducted, and the Company shall use its best efforts to the Effective Time:preserve its business organization intact.

Appears in 1 contract

Samples: Agreement and Plan of Merger (J Net Enterprises Inc)

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