Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed):

Appears in 8 contracts

Samples: Securities Purchase Agreement (Universal American Financial Corp), Securities Purchase Agreement (Perry Corp), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp)

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Conduct of Business by Parent. (a) From and after the date hereof until and prior to the earlier of the Closing or Effective Time and the termination of this Agreement in accordance with its terms, Parent willTermination Date, and will cause its Subsidiaries to, except (i) as otherwise provided on Schedule 5.3(b) or as otherwise may be required by this Agreement or the Merger Agreement applicable Law, (ii) as in effect on the date hereof), by applicable Legal Requirements, or consented may be agreed to in writing by each of the Investors Company (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger

Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Securities Purchase Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors Company (which consent shall not be unreasonably withheld, conditioned or delayed):

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Universal American Financial Corp), Agreement and Plan of Merger and Reorganization (Welsh Carson Anderson & Stowe Ix Lp)

Conduct of Business by Parent. (a) From and after During the period from the date hereof of this Agreement and continuing until the earlier of the Closing termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Article 4 of the Parent Schedules, without the prior written consent of Company, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement in accordance with pursuant to its termsterms or the Effective Time, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed):do the following:

Appears in 2 contracts

Samples: Agreement and Plan of Reorganization (Quantum Corp /De/), Agreement and Plan of Reorganization (Atl Products Inc)

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Conduct of Business by Parent. (a) From During the period from the Agreement Date and after the date hereof continuing until the earlier of the Closing or (i) the termination of this Agreement Agreement, (ii) the Effective Time and (iii) with respect to clause (c) below, the applicable Restriction Date (as defined in accordance with its terms, Schedule 6.23(c)) Parent willshall not, and will it shall cause each of its Subsidiaries not to, do any of the following (except as to the extent expressly provided otherwise provided on Schedule 5.3(b) herein or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in advance in writing by each of the Investors (Company, which consent shall not be unreasonably withheld, conditioned or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Twilio Inc)

Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent willwill not, and will not cause or permit any of its Subsidiaries to, except as otherwise provided on Schedule 5.3(bSection 5.3(a) of the Parent Disclosure Letter, or as otherwise expressly required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or as otherwise consented to in writing by each of the Investors Company (which consent shall not be unreasonably withheld, conditioned or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Universal American Corp.)

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