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

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Precis Smart Card Systems Inc), Agreement and Plan of Merger (Aarow Environmental Group Inc)

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Conduct of Business by Parent Pending the Merger. During (a) Parent covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub in contemplation of the Mergershall, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company:;

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub to be conducted, business in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub in contemplation of the Merger, practice and shall not directly or 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 (Zany Brainy Inc)

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub its subsidiaries to be conducted, in the ordinary course of business and consistent with past practicebusiness, other than actions taken by Parent or Merger Sub its subsidiaries in contemplation of the Merger, and shall not directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company:

Appears in 1 contract

Samples: Employment Agreement (National Media Corp)

Conduct of Business by Parent Pending the Merger. During Parent covenants and agrees that during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 4.03 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, (i) Parent shall conduct its business, and cause the businesses of Merger Sub its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than including actions taken by Parent or Merger Sub its subsidiaries in contemplation of the Merger, and (ii) Parent shall not directly or 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 (Raychem Corp)

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 4.03 of the Parent Disclosure Schedule or as contemplated by the ADT Merger Agreement or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub its subsidiaries in contemplation of the Merger, and shall not directly or 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 (Inbrand Corp)

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Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub its subsidiaries to be conducted, only in the ordinary course of business and in a manner consistent with past practicepractices, other than actions taken by Parent or Merger Sub its subsidiaries in contemplation of the Merger, and shall not directly or 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 (New Stat Healthcare Inc)

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub its subsidiaries in contemplation of the Merger, and shall not directly or 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 (Cray Research Inc)

Conduct of Business by Parent Pending the Merger. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 4.03 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shall conduct its business, and cause the businesses of Merger Sub its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub its subsidiaries in contemplation of the Merger, and shall not directly or 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 (Tyco International LTD /Ber/)

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