Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, or (ii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Measurex Corp /De/), Agreement and Plan of Merger (Varsity Spirit Corporation), Agreement and Plan of Merger (Riddell Sports Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company's Disclosure Schedule or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors designees of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pca International Inc), Agreement and Plan of Merger (American Studios Inc), Agreement and Plan of Merger (American Studios Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated permitted by this Agreement, (ii) as indicated on Schedule 5.1, or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (L 3 Communications Corp), Agreement and Plan of Merger (Aydin Corp), Agreement and Plan of Merger (Aydin Corp)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Cigna Corp), Agreement and Plan of Merger (Healthsource Inc), Agreement and Plan of Merger (Healthsource Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in the Disclosure Schedule or (iiiii) as agreed in writing by Parent, during the period from and after the date hereof, and prior to hereof until the earlier of the Effective Time or the time the directors of the designated by Purchaser have been elected to, and shall constitute a majority of, to the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):1.3:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Brookdale Living Communities Inc), Agreement and Plan of Merger (Fortress Brookdale Acquisition LLC)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Schedule or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Election Date"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Muse John R), Agreement and Plan of Merger (Berg Electronics Corp /De/)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, or (ii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser designated by Parent have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 hereof (the "Appointment Date"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Key Energy Group Inc), Key Energy Group Inc
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as set forth in Schedule 5.2 of the Company Disclosure Schedules, or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Company's Board of Directors of the Company pursuant to Section 1.3 hereof (the "Appointment Date"):
Appears in 2 contracts
Samples: Acquisition Agreement and Plan of Merger (Brite Voice Systems Inc), Acquisition Agreement and Plan of Merger (Intervoice Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Schedule or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 1.03 (the "Appointment Election Date"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Berg Acquisition Co), Agreement and Plan of Merger (Berg Acquisition Co)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) in the ordinary course of business consistent with past practice which would not require the approval of the Company Board of Directors or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the time the directors designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Company Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orbitz Inc), Agreement and Plan of Merger (Cendant Corp)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, Agreement or (ii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 hereof (the "Appointment Date"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Communications Central Inc), Agreement and Plan of Merger (Phonetel Technologies Inc)
Interim Operations of the Company. The Company covenants and agrees thatthat prior to the Effective Date, except (i) as expressly contemplated by this Agreement, (ii) as set forth in the Interim Business Plan, or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date")::
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Cypress Communications Inc), Agreement and Plan of Merger (U S Realtel Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement or the Option Agreement, (ii) as set forth in Section 5.2 of the Company Disclosure Schedule, (iii) in the ordinary course of business consistent with past practice or (iiiv) as agreed in writing by Parent, after the date hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII hereof and (y) the time the directors designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 hereof (the "Appointment Date"):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sage Group PLC), Agreement and Plan of Merger (Best Software Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Schedule or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Company Board of Directors of the Company pursuant to Section 1.3 1.4 hereof (the "Appointment Date"):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Extendicare Health Services Inc)
Interim Operations of the Company. The Company covenants and --------------------------------- agrees that, except (i) as expressly contemplated by this Agreement or the Stock Option Agreement, (ii) in the ordinary course of business consistent with past practice or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the time the directors designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Company Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):): ----------------
Appears in 1 contract
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) in the ordinary course of business consistent with past practice which would not require the approval of the Company Board of Directors or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the earlier of (x) the termination of this Agreement in accordance with Article VIII and (y) the time the directors designees of the Purchaser Parent have been elected to, and shall constitute a majority of, the Company Board of Directors of the Company pursuant to Section 1.3 (the "“Appointment Date"”):
Appears in 1 contract
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Letter or (iiiii) as agreed in writing by Parent, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 (the "Appointment Date"):1.3:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Texas Instruments Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly contemplated by this Agreement, (ii) as disclosed in Section 5.1 of the Company Disclosure Schedule or (iiiii) as agreed in writing by ParentXxxxxx, after the date hereof, and prior to the time the directors of the Purchaser have been elected to, and shall constitute a majority of, the Board of Directors of the Company pursuant to Section 1.3 1.03 (the "Appointment Election Date"):
Appears in 1 contract
