Common use of Interim Operations of the Company Clause in Contracts

Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement, (ii) with the prior written consent of the Parent or (iii) as set forth on Section 5.1 of the Disclosure Schedule, after the date hereof and prior to the Effective Time:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Cable Car Beverage Corp), Agreement and Plan of Merger (Cable Car Beverage Corp)

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Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement, (ii) with the prior written consent of the Parent or (iii) as set forth on Section 5.1 of the Disclosure Schedule, that after the date hereof and prior to the Effective Time, except as (i) contemplated by this Agreement, (ii) required by applicable law, by any Significant Agreement or by any Plan disclosed on Schedule 3.9(a) of the Disclosure Schedule or (iii) agreed to in writing by Parent:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Destec Energy Inc), Agreement and Plan of Merger (NGC Corp)

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, (ii) with the prior written consent of the Parent or (iii) as set forth on in Section 5.1 of the Disclosure Schedule, or (iii) as agreed in writing by Parent, after the date hereof and prior to the Effective Timehereof:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shopping Com), Agreement and Plan of Merger (Compaq Interests Inc)

Interim Operations of the Company. The Company covenants and agrees thatthat prior to the Effective Time, except (i) as expressly provided in this Agreementif consistent with past practice, (ii) with the prior written consent of the Parent or as expressly contemplated by this Agreement, (iii) as set forth on in Section 5.1 6.1 of the Company Disclosure ScheduleLetter or (iv) as agreed in writing by Parent (which agreement shall not be unreasonably withheld), after the date hereof and prior to the Effective Timehereof:

Appears in 1 contract

Samples: Iii Agreement and Plan of Merger (Valueclick Inc/Ca)

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, (ii) with the prior written consent as set forth in Section 6.1 of the Parent Company Disclosure Letter or (iii) as set forth on Section 5.1 of the Disclosure Scheduleagreed in writing by Parent (which agreement shall not be unreasonably withheld or delayed), after the date hereof and prior to the Effective Timehereof:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mediaplex Inc)

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, (ii) with the prior written consent as set forth in Section 4.1 of the Parent Disclosure Schedule, or (iii) as set forth on Section 5.1 of the Disclosure Scheduleagreed in writing by Parent, after the date hereof and prior to the Effective Timehereof:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Alpha Industries Inc)

Interim Operations of the Company. The Company covenants and --------------------------------- agrees that, except (i) as expressly provided in contemplated by this Agreement, (ii) with the prior written consent as set forth in Section 5.1 of the Parent Company Disclosure Schedule or (iii) as set forth on Section 5.1 of the Disclosure Scheduleagreed in writing by Purchaser, after the date hereof execution and prior to delivery of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Oracle Corp /De/)

Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided set forth in this AgreementSection 4.1 of the Disclosure Schedule, (ii) with the prior written consent of the Parent as specifically contemplated by this Agreement or (iii) as set forth on Section 5.1 of agreed in writing by the Disclosure ScheduleParent, after during the period from the date hereof and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gsi Lumonics Inc)

Interim Operations of the Company. The Company covenants --------------------------------- and agrees that, except (i) as expressly provided in contemplated by this Agreement, (ii) with the prior written consent of the Parent as set forth in Schedule 5.1, or (iii) as set forth on Section 5.1 of the Disclosure Scheduleconsented to in writing by Parent (such consent not to be unreasonably withheld), after the date hereof hereof, and prior to the Effective Time:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gn Acquisition Corp/De)

Interim Operations of the Company. The Company --------------------------------- covenants and agrees that, except (i) as expressly provided in contemplated by this Agreementagreement, (ii) with the prior written consent as set forth in Section 5.1 of the Parent Company Disclosure Schedule, or (iii) as set forth on Section 5.1 of the Disclosure Scheduleagreed in writing by Parent, after the date hereof hereof, and prior to the Effective Timeconsummation of the Offer:

Appears in 1 contract

Samples: Stock Purchase Agreement (Gem Nevada LLC)

Interim Operations of the Company. The Company covenants and --------------------------------- agrees thatthat prior to the Appointment Date, except (i) as expressly provided in contemplated by this Agreement, (ii) with the prior written consent as set forth in Section 6.1 of the Parent Company Disclosure Letter or (iii) as set forth on Section 5.1 of the Disclosure Scheduleagreed in writing by Parent, after the date hereof and prior to the Effective Time:(which agreement shall not be unreasonably withheld or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Electronics for Imaging Inc)

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Interim Operations of the Company. The Company covenants --------------------------------- and agrees that, except (i) as expressly provided in this Agreement, (ii) with the prior written consent of the Parent or (iii) as set forth on Section 5.1 of the Disclosure Schedule, that after the date hereof and prior to the Effective Time, except as (i) contemplated by this Agreement, (ii) required by applicable law, by any Significant Agreement or by any Plan disclosed on Schedule 3.9(a) of the Disclosure Schedule or (iii) agreed to in writing by Parent:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Dow Chemical Co /De/)

Interim Operations of the Company. The Company covenants and agrees thatthat during the period from the date of this Agreement until the Effective Time, except as (i) as expressly provided in or contemplated by this Agreement, (ii) with the prior written consent of the Parent agreed to in writing by Parent, or (iii) as set forth on in Section 5.1 of the Disclosure Schedule, after the date hereof and prior to the Effective TimeLetter:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Plato Learning Inc)

Interim Operations of the Company. The Company covenants --------------------------------- and agrees thatthat prior to the Effective Time, except (i) as expressly provided in this Agreementif consistent with past practice, (ii) with the prior written consent of the Parent or as expressly contemplated by this Agreement, (iii) as set forth on in Section 5.1 6.1 of the Company Disclosure ScheduleLetter or (iv) as agreed in writing by Parent (which agreement shall not be unreasonably withheld), after the date hereof and prior to the Effective Timehereof:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Be Free Inc)

Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in this Agreement, (ii) with the prior written consent of the Parent or (iii) as set forth on Section 5.1 of the Disclosure Schedule, after the date hereof and that prior to the Effective Time, except (a) as expressly contemplated by this Agreement, (b) as agreed in writing by Parent, the determination by Parent of whether to so agree not to be unreasonably withheld or delayed or (c) as described in Schedule 5.1:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cypress Communications Holding Co Inc)

Interim Operations of the Company. The Company covenants and agrees that, except (i) as expressly provided in contemplated by this Agreementagreement, (ii) with the prior written consent as set forth in Section 4.1 of the Parent Company Disclosure Schedule, or (iii) as set forth on Section 5.1 of the Disclosure Scheduleagreed in writing by Parent, after the date hereof hereof, and prior to the Effective Timeconsummation of the Merger or the termination of this Agreement:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gp Strategies Corp)

Interim Operations of the Company. The Company covenants and agrees that, after the date hereof and prior to the Effective Time, except (i) as expressly provided in this Agreement, (ii) with as set forth in the prior written consent of the Parent Company Disclosure Schedule, or (iii) as set forth on Section 5.1 of the Disclosure Schedule, after the date hereof and prior to the Effective Timemay be agreed in writing by Parent:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Powerhouse Technologies Group Inc)

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