Common use of Conduct of Business by Parent Clause in Contracts

Conduct of Business by Parent. Parent agrees that between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1, except (1) as set forth in Section 5.2 of the Parent Disclosure Letter, (2) as specifically permitted or required by this Agreement, (3) as required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of the Parent Subsidiaries or (4) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), Parent shall not:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc), Agreement and Plan of Merger (Allergan PLC), Agreement and Plan of Merger (Kythera Biopharmaceuticals Inc)

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Conduct of Business by Parent. Parent agrees that between From and after the date of this Agreement hereof and the prior to earlier of the Effective Time and or the termination of date, if any, on which this Agreement in accordance with is earlier terminated pursuant to Section 8.1, 7.1 and except (1i) as set forth in Section 5.2 of the Parent Disclosure Letter, (2) as specifically permitted or may be required by this Agreement, (3) as required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization agency or commission applicable to Parent or any of the Parent Subsidiaries or Parent, (4ii) as consented may be agreed to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.1 of Parent shall notDisclosure Schedule:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Vertro, Inc.), Agreement and Plan of Merger (Inuvo, Inc.), Agreement and Plan of Merger (Vertro, Inc.)

Conduct of Business by Parent. Parent agrees that between During the period from the date of this Agreement and the earlier of to the Effective Time and or the termination of date, if any, on which this Agreement is earlier terminated pursuant to Section 7.1, and except as may be agreed in accordance with writing by the Company, or as may be contemplated by this Agreement or Section 8.1, except (14.1(b) as set forth in Section 5.2 of the Parent Disclosure Letter, (2) as specifically permitted or required by this Agreement, (3) as required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of the Parent Subsidiaries or (4) as consented to in writing by the Company (which consent shall not be unreasonably withheld, delayed or conditioned)Memorandum, Parent shall not, and shall not permit any of its Subsidiaries to:

Appears in 2 contracts

Samples: V Agreement and Plan of Merger (Yahoo Inc), Agreement and Plan of Merger (Hotjobs Com LTD)

Conduct of Business by Parent. Parent agrees that between From the date of this Agreement and hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1pursuant to Article IX, and except (1i) as expressly contemplated or permitted by this Agreement, (ii) as may be required by applicable Law, (iii) as set forth in Section 5.2 the correspondingly numbered section of the disclosure letter delivered by Parent to the Company (the “Parent Disclosure LetterSchedule”), (2) as specifically permitted or required by this Agreement, (3) as required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of the Parent Subsidiaries or (4iv) as consented to in writing by with the prior written consent of the Company (which consent shall will not be unreasonably withheld, delayed or conditioned), Parent shall will not:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Noble Energy Inc), Agreement and Plan of Merger (Clayton Williams Energy Inc /De)

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Conduct of Business by Parent. Parent agrees that between From the date of this Agreement and until the earlier of the Effective Time and the termination of this Agreement in accordance with Section 8.1pursuant to Article VIII, and except (1i) as expressly contemplated or permitted by this Agreement, (ii) as may be required by applicable Law or pursuant to the terms of any Parent Benefit Plan, (iii) as set forth in Section 5.2 of the Parent Disclosure Letter, (2) as specifically permitted or required by this Agreement, (3) as required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or any of the Parent Subsidiaries Letter or (4iv) as consented to in writing by with the prior written consent of the Company (which consent shall will not be unreasonably withheld, delayed conditioned or conditioneddelayed), Parent shall notwill not and will cause each Parent Subsidiary not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Midstates Petroleum Company, Inc.), Agreement and Plan of Merger (Amplify Energy Corp)

Conduct of Business by Parent. Parent agrees that between During the period from the date of this Agreement and the earlier of to the Effective Time and the termination of this Agreement in accordance with Section 8.1Time, except (1as provided on Section 5.01(b) as set forth in Section 5.2 of the Parent Disclosure Letter, (2) Letter and except as specifically permitted expressly contemplated by this Agreement or required by this Agreementapplicable Laws, (3) as required by Law or the regulations or requirements of any stock exchange or regulatory organization applicable to Parent or shall not, and shall not permit any of its Subsidiaries to, without the Parent Subsidiaries or Company’s prior written consent (4in the case of clause (ii) as consented and (solely with respect to in writing by the Company foregoing clause) (which vii), such consent shall not to be unreasonably withheld, delayed conditioned or conditioned), Parent shall not:delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.)

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