Common use of Conduct of Business of Parent Clause in Contracts

Conduct of Business of Parent. Except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.21 of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which this Agreement is earlier terminated pursuant to Article IX, Parent shall not, and shall not permit any of its Subsidiaries to, take any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed:

Appears in 2 contracts

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

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Conduct of Business of Parent. Except as otherwise expressly contemplated by During the period from the date of this AgreementAgreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except (i) as set forth in Section 5.21 5.3 of the Parent Disclosure Schedule Letter, (ii) as required, expressly contemplated or permitted by this Agreement, (iii) as required by applicable Law, during Law (including Section 409A of the period from the date hereof to the Closing DateCode), or (iv) with the dateprior written consent of the Company (which consent shall not be unreasonably withheld, if any, on which this Agreement is earlier terminated pursuant to Article IXconditioned or delayed), Parent shall not, and shall not permit any of its Subsidiaries to, take any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed:

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Zygo Corp), Agreement and Plan of Merger and Reorganization (Electro Scientific Industries Inc)

Conduct of Business of Parent. Except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.21 of the Parent Disclosure Schedule or required by applicable Law, during During the period from the date hereof to through the Closing DateEffective Time, or the dateexcept (i) as may be required by applicable Law, if any, on which this Agreement is earlier terminated pursuant to Article IX, Parent shall not, and shall not permit any of its Subsidiaries to, take any of the following actions, without (ii) with the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause its Subsidiaries not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Littelfuse Inc /De), Agreement and Plan of Merger (Ixys Corp /De/)

Conduct of Business of Parent. Except as otherwise expressly contemplated by this Agreement, as set forth in Section 5.21 of the Parent Disclosure Schedule or required by applicable Law, during During the period from the date hereof to through the Closing DateEffective Time, or the dateexcept (i) as may be required by applicable Law, if any, on which this Agreement is earlier terminated pursuant to Article IX, Parent shall not, and shall not permit any of its Subsidiaries to, take any of the following actions, without (ii) with the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed, (iii) as required by this Agreement, or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall not, and shall cause its Subsidiaries not to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Analog Devices Inc), Agreement and Plan of Merger (Linear Technology Corp /Ca/)

Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection the PIPE Financing), as required by applicable Law, as set forth on Section 5.10 of the Parent Disclosure Schedules or as consented to in writing by Hyperfine (after good faith consultation with Liminal), do any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayedfollowing:

Appears in 1 contract

Samples: Business Combination Agreement (HealthCor Catalio Acquisition Corp.)

Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection the Transactions), as required by applicable Law, as set forth on Section 5.10 of the Parent Disclosure Schedules or as consented to in writing by each of the Company Parties, do any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayedfollowing:

Appears in 1 contract

Samples: Business Combination Agreement (Digital Health Acquisition Corp.)

Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Transaction Document, as required by applicable Law, as set forth on Section 5.11 of the following actions, without Parent Disclosure Schedules or as consented to in writing by the prior written consent of the Company, Company (such consent not to be unreasonably withheld, conditioned or delayed), do any of the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Big Cypress Acquisition Corp.)

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Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection the PIPE Financing and the Bridge Financing), as required by applicable Law, as set forth on Section 5.10 of the Parent Disclosure Schedules or as consented to in writing by each of the Company Parties, do any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayedfollowing:

Appears in 1 contract

Samples: Business Combination Agreement (Digital Health Acquisition Corp.)

Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection the PIPE Financing), as required by applicable Law, as set forth on Section 5.10 of the Parent Disclosure Schedules or as consented to in writing by each of the Company Parties, do any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayedfollowing:

Appears in 1 contract

Samples: Business Combination Agreement (Digital Health Acquisition Corp.)

Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Ancillary Document (including, for the avoidance of doubt, in connection the PIPE Financing), as required by applicable Law, as set forth on Section 5.10 of the Parent Disclosure Schedules or as consented to in writing by each of the Company Parties, do any of the following actions, without the prior written consent of the Company, such consent not to be unreasonably withheld, conditioned or delayed:following: 77

Appears in 1 contract

Samples: Business Combination Agreement (Digital Health Acquisition Corp.)

Conduct of Business of Parent. Except as otherwise expressly contemplated by From and after the date of this Agreement, as set forth in Section 5.21 Agreement until the earlier of the Parent Disclosure Schedule or required by applicable Law, during the period from the date hereof to the Closing Date, or the date, if any, on which termination of this Agreement is earlier terminated pursuant to Article IXin accordance with its terms, Parent shall not, and shall not permit any of cause its Subsidiaries not to, take as applicable, except as expressly contemplated by this Agreement or any Ancillary Document, as required by applicable Law, as set forth on Section 6.9 of the following actions, without Parent Disclosure Schedules or as consented to in writing by the prior written consent of the Company, Company (such consent not to be unreasonably withheld, conditioned or delayed), do any of the following:

Appears in 1 contract

Samples: Business Combination Agreement (Oaktree Acquisition Corp. II)

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