Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement or (ii) with the prior written consent of Parent, after the date hereof and prior to the Effective Time:
Appears in 8 contracts
Samples: Agreement and Plan of Reorganization and Merger (Valicert Inc), Voting Agreement (Worldtalk Communications Corp), Agreement and Plan of Merger (Interface Systems Inc)
Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, except (i) as expressly provided in this Agreement or (ii) with the prior written consent of Parent, after the date hereof and prior to the Effective TimeTime (except as otherwise expressly contemplated by this Agreement or the Stock Option Agreement or set forth in Section 6.1(a) of the Company Disclosure Letter), without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Usf&g Corp), Agreement and Plan of Merger (St Paul Companies Inc /Mn/), Agreement and Plan of Merger (St Paul Companies Inc /Mn/)
Interim Operations of the Company. The Company covenants and --------------------------------- agrees thatthat prior to the Effective Time, except (i) as expressly provided in contemplated by this Agreement or Agreement, (ii) with as set forth in Section 6.1 of the prior written consent of ParentCompany Disclosure Letter or (iii) as agreed in writing by the Parent (which agreement shall not be unreasonably withheld), after the date hereof and prior to the Effective Timehereof:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Otg Software Inc), Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Legato Systems Inc)
Interim Operations of the Company. The From the date hereof until the Effective Time, the Company covenants and agrees that, except (i) as expressly provided in contemplated by this Agreement or Agreement, (ii) with as disclosed in Section 4.1 of the prior written consent of Company Disclosure Letter or (iii) as agreed in writing by Parent, after the date hereof and prior to the Effective Time:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Elecsys Corp), Agreement and Plan of Merger (Lindsay Corp), Agreement and Plan of Merger (Russell Corp)
Interim Operations of the Company. The Company covenants --------------------------------- and agrees that, except (i) as expressly provided in contemplated by this Agreement or Agreement, (ii) with the prior written as required by applicable law, or (iii) as Parent may consent of Parent(which consent shall not be unreasonably withheld or delayed) in writing, after the date hereof hereof, and prior to the Effective Time:earlier 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 (the "Appointment Date"): ----------------
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lee Sara Corp), Agreement and Plan of Merger (Lee Sara Corp)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in contemplated by this Agreement or (ii) with unless the Company shall have obtained Parent’s prior written consent of Parentconsent, after the date hereof of this Agreement, 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: Purchase Agreement (Hospitality Properties Trust), Agreement and Plan of Merger (Sonesta International Hotels Corp)
Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, except (i) as expressly provided in this Agreement or (ii) with the prior written consent of Parent, after the date hereof and prior to the Effective TimeTime (except as otherwise expressly contemplated by this Agreement or as set forth in Section 6.1. of the Company Disclosure Schedule), without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Correctional Services Corp), Agreement and Plan of Merger (Cistron Biotechnology Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in contemplated by this Agreement or (ii) with the prior written consent of as agreed in writing by Parent, after the date hereof hereof, and prior to the Effective Time:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Advanced Environmental Systems Inc), Agreement and Plan of Merger (Philip Services Corp)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement or Agreement, (ii) with the prior written consent of Parent, after which consent shall not be unreasonably withheld, or (iii) as set forth on Section 5.1 of the Company Disclosure Schedule, from the date hereof and prior to until the Effective Time:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Apropos Technology Inc)
Interim Operations of the Company. The Company covenants and agrees as to itself and its Subsidiaries that, except (i) as expressly provided in this Agreement or (ii) with the prior written consent of Parent, after the date hereof and prior to the Effective Time, except (i) as expressly provided in this Agreement, (ii) as set forth in the Company Disclosure Schedule, (iii) upon the prior written consent of Parent and Parent Americas or (iv) as may be required by law:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Business Objects S.A.)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement or Agreement, (ii) with the prior written consent of ParentParent or (iii) as set forth on Section 5.1 of the Company Disclosure Schedule, after the date hereof and prior to the Effective Time:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Marsh Supermarkets Inc)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement or (ii) with the prior written consent of Parent, after the date hereof and prior to the Effective Time:Time (unless Parent shall otherwise agree in writing and except as otherwise contemplated by this Agreement):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement Agreement, or (ii) with the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned, or delayed, after the date hereof and prior to the Effective Time:
Appears in 1 contract
Interim Operations of the Company. The Company covenants and agrees that, except as (i) as expressly provided in contemplated by this Agreement Agreement, or (ii) with the prior written consent of Parentconsented to in writing by Parent or Purchaser, after the date hereof hereof, and prior to the earlier of (x) the Effective Time, and (y) the termination of this Agreement in accordance with Article VIII:
Appears in 1 contract
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in contemplated by this Agreement Agreement, or (ii) with the prior written consent of as agreed in writing by Parent, after the date hereof hereof, and prior to the Effective Time:
Appears in 1 contract
Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in contemplated by this Agreement Agreement, or (ii) with the prior written consent of as consented to in writing by Parent, after the date hereof hereof, and prior to the Effective Time:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pechiney Plastic Packaging Inc)
