Common use of Conduct of Business by Parent Pending the Closing Clause in Contracts

Conduct of Business by Parent Pending the Closing. Except for matters set forth in Section 6.02 of the Parent Disclosure Letter or otherwise expressly permitted or contemplated by this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent), from the date of this Agreement to the Effective Time, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practice. In addition, and without limiting the generality of the foregoing, except for matters set forth in Section 6.02 of the Parent Disclosure Letter or otherwise expressly permitted by this Agreement, from the date of this Agreement to the Effective Time, Parent shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent), and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayed:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Inamed Corp), Agreement and Plan of Merger (Allergan Inc), Agreement and Plan of Merger (Inamed Corp)

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Conduct of Business by Parent Pending the Closing. Except for matters Parent agrees that, between the date of this Agreement and the Effective Time, except as set forth in Section 6.02 of the Parent Disclosure Letter or otherwise expressly Schedule, as specifically permitted or contemplated by any other provision of this Agreement (Agreement, or as required by applicable Law or the regulations or requirements of any stock exchange the Exchange, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or regulatory organization applicable to Parentdelayed), from the date of this Agreement to the Effective Time, Parent shallwill, and shall will cause each of its Subsidiaries Parent Subsidiary to, conduct use its commercially reasonable efforts to preserve substantially intact its business in the ordinary course of business consistent with past practiceorganization and goodwill. In addition, and without Without limiting the generality of the foregoing, and as an extension thereof, except for matters as set forth in Section 6.02 of the Parent Disclosure Letter or otherwise expressly Schedule, as specifically permitted by any other provision of this Agreement, from the date of this Agreement to the Effective Time, Parent shall not (unless or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent)the Exchange, Parent shall not, and shall not permit any of its Subsidiaries Parent Subsidiary to, do between the date of this Agreement and the Effective Time, directly or indirectly, do, or agree to do, any of the following without the prior written consent of the Company, Company (which consent shall not be unreasonably withheld withheld, conditioned or delayed:):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pernix Therapeutics Holdings, Inc.), Agreement and Plan of Merger (Somaxon Pharmaceuticals, Inc.)

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Conduct of Business by Parent Pending the Closing. Except for matters set forth From the Execution Date until the Effective Time, unless the Company shall otherwise consent in Section 6.02 of the Parent Disclosure Letter writing, which consent shall not be unreasonably withheld, or except as otherwise expressly permitted by or contemplated by provided for in this Agreement (or as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent), from the date of this Agreement to the Effective TimeAgreement, Parent shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course of business consistent with past practicepractice and in compliance in all material respects with all applicable Laws and use reasonable best efforts to preserve intact their respective business organizations and goodwill. In addition, addition to and without limiting the generality of the foregoing, except for matters set forth in Section 6.02 of the Parent Disclosure Letter or as otherwise expressly permitted by or provided for in this Agreement, from the date of this Agreement to hereof until the Effective Time, without the prior written consent of the Company, which consent shall not be unreasonably withheld, Parent shall not (unless required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent)not, and shall not permit any of its Subsidiaries to, do any of the following without the prior written consent of the Company, which consent shall not be unreasonably withheld or delayedfollowing:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.)

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