Common use of Conduct of Business by Parent and Merger Sub Clause in Contracts

Conduct of Business by Parent and Merger Sub. Except as expressly permitted, contemplated or required by this Agreement, as required by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 7.01, each of Parent and Merger Sub shall not take any actions or omit to take any actions that would be reasonably likely to prevent or delay in any material respect the ability of Parent, the Company or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreement.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mikros Systems Corp), Agreement and Plan of Merger (Esterline Technologies Corp)

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Conduct of Business by Parent and Merger Sub. Except as expressly permitted, contemplated or required by this Agreement, as required by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from From the date of this Agreement until the earlier of the Effective Time or and the termination of this Agreement pursuant to Article VIII, and except (i) as expressly permitted or required by this Agreement, (ii) as may be required by applicable Law, (iii) as set forth in accordance Section 6.2 of the Parent Disclosure Letter or (iv) with Section 7.01the prior written consent of the Company (which consent will not be unreasonably withheld, each of conditioned or delayed), neither Parent and nor Merger Sub shall, and shall not permit any of its Affiliates to, (a) take any actions action the result of which would reasonably be expected to materially and adversely impair or omit materially delay the consummation of the Transactions or (b) authorize any of, or commit or agree, in writing or otherwise, to take any actions that would be reasonably likely to prevent or delay in any material respect the ability of Parent, the Company or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreementsuch action.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Qad Inc), Agreement and Plan of Merger (Qad Inc)

Conduct of Business by Parent and Merger Sub. Except as expressly permitted, contemplated or required by this Agreement, as required by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from From the date of this Agreement until the earlier of the Effective Time or and the termination of this Agreement pursuant to ARTICLE VIII, and except (i) as expressly permitted or required by this Agreement, (ii) as may be required by applicable Law, (iii) as set forth in accordance Section 6.2 of the Parent Disclosure Letter or (iv) with Section 7.01the prior written consent of the Company (which consent will not be unreasonably withheld, each of conditioned or delayed), neither Parent and nor Merger Sub shall not (a) take any actions action the result of which would reasonably be expected to materially and adversely impair or omit materially delay the consummation of the Transactions or (b) authorize any of, or commit or agree, in writing or otherwise, to take any actions that would be reasonably likely to prevent or delay in any material respect the ability of Parent, the Company or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreementsuch action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (CSRA Inc.)

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Conduct of Business by Parent and Merger Sub. Except as expressly permitted, contemplated or required by this Agreement, as required by applicable Law or with the prior written consent of the Company (which consent shall not be unreasonably withheld, conditioned or delayed), from From the date of this Agreement until the earlier of the Effective Time or and the termination of this Agreement pursuant to Article VIII, and except (a) as expressly permitted or required by this Agreement, (b) as may be required by applicable Law, (c) as set forth in accordance Section 6.2 of the Parent Disclosure Letter or (d) with Section 7.01the prior written consent of the Company (which consent will not be unreasonably withheld, each of conditioned or delayed), neither Parent and nor Merger Sub shall, and shall not permit any of its Affiliates to, (i) take any actions action the result of which would reasonably be expected to materially and adversely impair or omit materially delay the consummation of the Transactions or (ii) authorize any of, or commit or agree, in writing or otherwise, to take any actions that would be reasonably likely to prevent or delay in any material respect the ability of Parent, the Company or Merger Sub to consummate the Merger and the other transactions contemplated by this Agreement in accordance with the terms of this Agreementsuch action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Perspecta Inc.)

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