Covenants of Parent. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, or with the prior written consent of the Company, Parent shall carry on its business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, and except as set forth in the Parent and Merger Sub Disclosure Schedule or as otherwise contemplated by this Agreement or consented to by the Company in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Warp Technology Holdings Inc), Agreement and Plan of Merger (Infonow Corp /)
Covenants of Parent. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, Agreement or with the prior written consent of the Company, Parent and its Subsidiaries shall carry on its business their respective businesses in the ordinary course consistent with past practicespractice. Without limiting the generality of the foregoing, and except as set forth previously disclosed by Parent to the Company in the Parent and Merger Sub Disclosure Schedule writing or as otherwise contemplated by this Agreement or consented to in writing by the Company in writingCompany, which consent Parent shall not, and shall not be unreasonably withheld, conditioned or delayed, Parentpermit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization and Merger (Futurelink Distribution Corp), Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
Covenants of Parent. During the period from the date of this Agreement and continuing until the Effective Time, Parent agrees as to itself and its Subsidiaries that (except as expressly contemplated or permitted by this Agreement, Agreement or with the prior written consent of the Company, Parent shall carry as otherwise indicated on its business in the ordinary course consistent with past practices. Without limiting the generality of the foregoing, and except as set forth in the Parent and Merger Sub Disclosure Schedule or as otherwise contemplated by this Agreement or consented to by the extent that the Company shall otherwise consent in writing, which consent shall not be unreasonably withheld, conditioned withheld or delayed, Parent:delayed unless the Company determines in good faith that such action would be detrimental in any material respect to the Company or its stockholders following the consummation of the Merger):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nine West Group Inc /De), Agreement and Plan of Merger (Jones Apparel Group Inc)
Covenants of Parent. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, Agreement or with the prior written consent of the Company, Parent and its Subsidiaries shall carry on its business their respective businesses in the ordinary course consistent with past practicespractice. Without limiting the generality of the foregoing, and except as set forth in Section 6.2 of the Parent and Merger Sub Disclosure Schedule or as otherwise contemplated by this Agreement or consented to in writing by the Company in writingCompany, which consent Parent shall not, and shall not be unreasonably withheld, conditioned or delayed, Parentpermit any of its Subsidiaries to:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pennsylvania Commerce Bancorp Inc), Agreement and Plan of Merger (Republic First Bancorp Inc)
Covenants of Parent. During the period from the date of this ------------------- Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, Agreement or with the prior written consent of the Company, and except as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent shall carry on its business in the ordinary course consistent with past practicespractice. Without limiting the generality of the foregoing, and except as set forth in Section 5.2 of the Parent and Merger Sub Disclosure Schedule or as otherwise contemplated by this Agreement or consented to in writing by the Company in writingCompany, which consent Parent shall not be unreasonably withheld, conditioned or delayed, Parentnot:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Marketfirst Software Inc)
Covenants of Parent. During the period from the date of this Agreement and continuing until the Effective Time, except as expressly contemplated or permitted by this Agreement, Agreement or with the prior written consent of the Company, and except as set forth in Section 5.2 of the Parent Disclosure Schedule, Parent and its Subsidiaries shall carry on its business their respective businesses in the ordinary course consistent with past practicespractice. Without limiting the generality of the foregoing, and except as set forth in the Parent and Merger Sub Disclosure Schedule or as otherwise contemplated by this Agreement or consented to by the Company in writing, which consent shall not be unreasonably withheld, conditioned or delayed, Parent:generality
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Tickets Com Inc)
