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

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article III, except as set forth in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed):

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Citigroup Inc), Agreement and Plan of Merger and Reorganization (St Assembly Test Services LTD)

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Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article III, except as set forth in Section 5.02 of the Parent Disclosure Schedule or Except as expressly contemplated by any other provision of this Agreement, unless Parent agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, directly or indirectly (including on behalf of Merger Sub), do, or propose to do, any of the following without the prior written consent of the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, conditioned or delayed):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Navarre Corp /Mn/), Agreement and Plan of Merger (Navarre Corp /Mn/)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article III, except as set forth in Section 5.02 of the Parent Disclosure Schedule or Except as expressly contemplated by any other provision of this Agreement, unless Parent agrees that from the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, Parent shall not, directly or indirectly, do, or propose to do, any of the following without the prior written consent of the Company shall otherwise consent in writing (which consent shall will not be unreasonably withheld or delayed):

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Stantec Inc), Agreement and Plan of Merger and Reorganization (Keith Companies Inc)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIITime, except as set forth in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed):

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Commonwealth Industries Inc/De/), Agreement and Plan of Merger (Imco Recycling Inc)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees and Merger Sub agree that, between during the period from the date of this Agreement and until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIIor the Effective Time, except as set forth in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless they shall not, directly or indirectly, without the prior written consent of the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed):conditioned), take or cause to be taken any action that would reasonably be expected to materially delay or prevent Parent’s or its Affiliates’ consummation of the Transactions.

Appears in 1 contract

Samples: Voting Agreement (Iomai Corp)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article III, except as set forth in Section 5.02 of the Parent Disclosure Schedule or Except as expressly contemplated by any other provision of this Agreement, unless Parent agrees that from the Company shall otherwise consent in writing (which consent date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, Parent shall not be unreasonably withheld except as disclosed in Section 5.02 of the Parent Disclosure Schedule, directly or delayed):indirectly, do, or propose to do, any of the following without the prior written consent of the Company:

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Mayors Jewelers Inc/De)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIITime, except as set forth in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless Parent shall use its commercially reasonable efforts to not, directly or indirectly, without the Company shall prior written consent of the Company, take or cause to be taken any action that materially delays consummation of the transactions contemplated by this Agreement, or propose, announce an intention, enter into any agreement or otherwise consent in writing (which consent shall not be unreasonably withheld or delayed):make a commitment, to take any such action.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Heritage Property Investment Trust Inc)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article III, except Except as set forth otherwise provided in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless from the Company shall otherwise date hereof until the Effective Time, without the written consent in writing (of Company, which consent shall not be unreasonably withheld or delayed):withheld:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Gasco Energy Inc)

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Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIITime, except as set forth in Section 5.02 of the Parent Disclosure Schedule or (i) as expressly contemplated permitted by any other provision of this Agreement, unless Agreement or (ii) with the prior written consent of the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, conditioned or delayed):), Parent shall not do any of the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (World Heart Corp)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article III, except as set forth in Section 5.02 of the Parent Disclosure Schedule or Except as expressly contemplated by any other provision this Agreement or with the prior written consent of this Agreement, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed):), during the period from the date of this Agreement to the Effective Time, Parent shall not, and shall not permit any of its Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chesapeake Utilities Corp)

Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIITime, except (a) as set forth in Section 5.02 of the Parent Disclosure Schedule contemplated or as expressly contemplated permitted by any other provision of this Agreement, unless Agreement or (b) with the prior written consent of the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld withheld, delayed or delayed):conditioned), Parent shall not do any of the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Johnson & Johnson)

Conduct of Business by Parent Pending the Merger. (abb) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIIVIII, except as set forth in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless the Company shall otherwise consent in writing (which consent shall not be unreasonably withheld or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger And (Wits Basin Precious Minerals Inc)

Conduct of Business by Parent Pending the Merger. (a) Parent agrees that, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement pursuant to Article IIITime, except as set forth in Section 5.02 of the Parent Disclosure Schedule or as expressly contemplated by any other provision of this Agreement, unless the Company shall otherwise consent in writing (which such consent shall not to be unreasonably withheld or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Deep Down, Inc.)

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