No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Wilshire Enterprises Inc), Agreement and Plan of Merger (Del Monte Foods Co), Agreement and Plan of Merger (Jekogian Iii Nickolas W)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Lakes Entertainment Inc), Agreement and Plan of Merger (Barr Pharmaceuticals Inc), Agreement and Plan of Merger (TNS Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Zygo Corp), Agreement and Plan of Merger, Agreement and Plan of Merger (Horizon Lines, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective TimeMerger Sub’s operations. Prior to the Effective Time, each of Parent, Merger Sub and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (Arden Group Inc), Agreement and Plan of Merger (SORL Auto Parts Inc), Agreement and Plan of Merger (Ho Chi Sing)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentBuyer, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Buyer or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Buyer shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 13 contracts
Samples: Voting Agreement (Sunshine Bancorp, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Bank of the Ozarks Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Subsidiary, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 10 contracts
Samples: Agreement and Plan of Merger (Mentor Graphics Corp), Agreement and Plan of Merger (Veeco Instruments Inc), Agreement and Plan of Merger (TravelCenters of America Inc. /MD/)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 10 contracts
Samples: Voting Agreement (Vanguard Health Systems Inc), Agreement and Plan of Merger (Hologic Inc), Agreement and Plan of Merger (Triad Hospitals Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations, subject to the provisions in Section 6.01.
Appears in 9 contracts
Samples: Agreement and Plan of Merger (Alpine Immune Sciences, Inc.), Agreement and Plan of Merger (POINT Biopharma Global Inc.), Agreement and Plan of Merger (DICE Therapeutics, Inc.)
No Control of Other Party’s Business. Nothing Subject to the terms and conditions of this Agreement, nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 8 contracts
Samples: Agreement and Plan of Merger (Amc Entertainment Inc), Voting and Support Agreement (Transocean Ltd.), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations the Company Bank prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations Subsidiaries prior to or after the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Home Bancorp, Inc.), Agreement and Plan of Merger (Home Bancorp, Inc.), Agreement and Plan of Merger (Gs Financial Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries respective operations.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Station Casinos Inc), Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Zebra Technologies Corp/De)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (CommunityOne Bancorp), Agreement and Plan of Merger (Keycorp /New/), Agreement and Plan of Merger (First Niagara Financial Group Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations, subject to the provisions in Section 5.01.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Vocera Communications, Inc.), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (ARMO BioSciences, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective TimeOffer Closing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeOffer Closing Date. Prior to the Effective TimeOffer Closing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD), Agreement and Plan of Merger (Nupathe Inc.), Agreement and Plan of Merger (Nupathe Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Purchaser shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Iberiabank Corp), Agreement and Plan of Merger (Whitney Holding Corp), Agreement and Plan of Merger (Hancock Holding Co)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Share Acceptance Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct the Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (Covidien PLC), Agreement and Plan of Merger (Ev3 Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations. This Section 5.3 shall in no way limit any other provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Newport Corp), Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Electro Scientific Industries Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective TimeOffer Closing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeOffer Closing Date. Prior to the Effective TimeOffer Closing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Penwest Pharmaceuticals Co), Agreement and Plan of Merger (Perceptive Advisors LLC), Agreement and Plan of Merger (Cardiac Science CORP)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeat any time. Prior to the Effective Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (I Flow Corp /De/), Agreement and Plan of Merger (Health Fitness Corp /MN/), Agreement and Plan of Merger (Trustco Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Purchaser and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Company, directly or indirectly, the right to control or direct Parent’s or any Parent Subsidiary’s operations prior to the Effective Time, and nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the CompanyCompany or any Company Subsidiary’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group, L.P.), Agreement and Plan of Merger (Kite Realty Group Trust), Agreement and Plan of Merger (Retail Properties of America, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeOffer Closing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeOffer Closing Date. Prior to the Effective TimeOffer Closing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Healthtronics, Inc.), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ ' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ ' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ ' respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger (Neiman Marcus Group Inc), Agreement and Plan of Merger (Grey Global Group Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Parent and Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (Mb Financial Inc /Md)
No Control of Other Party’s Business. Nothing contained Without in any way limiting any parties’ rights or obligations under this Agreement, the parties acknowledge and agree that the restrictions set forth in this Agreement shall are not intended to give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ operations or give Parent, directly or indirectly, the right to control or direct the Company’s or any of its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesthe Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct the Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Spansion Inc.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations any Company Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or any of its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vail Resorts Inc), Agreement and Plan of Merger (Peak Resorts Inc), Agreement and Plan of Merger (CAI International, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Ashworth Inc), Trust Agreement (Bluegreen Vacations Holding Corp), Trust Agreement (Hilton Grand Vacations Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent Bank or Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent Bank or its subsidiaries’ operations Parent prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement of Merger (First Choice Bancorp), Agreement and Plan of Reorganization and Merger (Sierra Bancorp), Agreement and Plan of Reorganization and Merger (Sierra Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parentany of the Parent Entities, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Pinnacle Entertainment Inc.), Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Ameristar Casinos Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.. ARTICLE VI
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, US Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp)
No Control of Other Party’s Business. Nothing Without in any way limiting any Party’s rights or obligations under this Agreement (including Section 5.1 and Section 5.2), nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zhangmen Education Inc.), Agreement and Plan of Merger (Centurium Capital Partners 2018, L.P.), Agreement and Plan of Merger (China Biologic Products Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ ' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective ' operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (General Growth Properties Inc), Agreement and Plan of Merger (Rouse Company), Agreement and Plan of Merger (Osmonics Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ Merger Sub’s operations prior to the Effective Time. Prior to the Effective Time, each of the Company Company, Parent and Parent Merger Sub shall exercise, consistent with the terms and conditions of this Agreement, complete and independent control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Francisco Partners II LP), Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (PeopleSupport, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Stec, Inc.), Agreement and Plan of Merger (Planar Systems Inc), Agreement and Plan of Merger (Stec, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesCompany Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesthe Company Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Igate Corp), Agreement and Plan of Merger (VWR Corp), Agreement and Plan of Merger (Avantor, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall to give the Company, directly or indirectly, the right to control or direct the Parent’s or its subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations and its subsidiariesrespective Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Essilor International /Fi), Agreement and Plan of Merger (Shamir Optica Holdings A.C.S. Ltd.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parentany of the Parent Entities, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct the Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Eldorado Resorts, Inc.), Agreement and Plan of Merger (Isle of Capri Casinos Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeClosing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeClosing Date. Prior to the Effective TimeClosing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesrespective Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Novell Inc), Agreement and Plan of Merger (Clark Holdings Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective TimeClosing, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective TimeClosing, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Forestar Group Inc.), Agreement and Plan of Merger (Horton D R Inc /De/)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Purchaser and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (Suffolk Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (Per Se Technologies Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including Section 7.1, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack), Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Alert Corp), Agreement and Plan of Merger (Syniverse Technologies Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Alpharma Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct ParentGuarantor’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Guarantor shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its subsidiariesSubsidiaries’ operations or give Parent, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuvasive Inc), Agreement and Plan of Merger (Globus Medical Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Buyer, directly or indirectly, the right to control or direct the Company’s, Company Subsidiary’s or its subsidiariesany of their respective Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective TimeClosing. Prior to the Effective TimeClosing, each of the Company, Company Subsidiary and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Stock Purchase Agreement (Neogenomics Inc), Stock Purchase Agreement (General Electric Co)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Acceptance Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Purchaser, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Amcol International Corp), Agreement and Plan of Merger (Minerals Technologies Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.. 42
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Omron or Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Omron’s, Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Omron or Parent, as applicable, shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omron Corp /Fi), Agreement and Plan of Merger (Adept Technology Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ ' operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective ' operations.
Appears in 2 contracts
Samples: Ims Health Incorporated (Ims Health Inc), Agreement and Plan of Merger
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this AgreementAgreement (including Section 5.1), complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (PSS World Medical Inc), Agreement and Plan of Merger (McKesson Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s operations or its subsidiaries’ give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McEwen Mining Inc.), Agreement and Plan of Merger (Timberline Resources Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Share Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Share Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Orthovita Inc), Agreement and Plan of Merger (Stryker Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Intermediary, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mb Financial Inc /Md), Agreement and Plan of Merger (Fifth Third Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Purchaser, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective TimePurchaser’s operations. Prior to the Effective Time, each of the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Arrangement Agreement (Penn National Gaming Inc), Arrangement Agreement (Score Media & Gaming Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Harman International Industries Inc /De/), Agreement and Plan of Merger (Emagin Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesthe Company Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall or to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations prior to the Effective TimeSubsidiaries. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Welltower Inc.), Agreement and Plan of Merger (Quality Care Properties, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s operations or its subsidiaries’ give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the First Effective Time. Prior to the First Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renovacor, Inc.), Agreement and Plan of Merger (Rocket Pharmaceuticals, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ any Parent Subsidiary’s operations prior to the Company Merger Effective Time, and nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct Company or any Company Subsidiary’s operations prior to the Partnership Merger Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Farmland Partners Inc.), Agreement and Plan of Merger (American Farmland Co)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ the Operating Company’s operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Cornerstone Therapeutics Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parentthe Parent Parties, directly or indirectly, the right to control or direct the Company’s operations of the Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesthe Parent Parties’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent Parties and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (JA Solar Holdings Co., Ltd.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesany of the Company’s Subsidiaries’ operations prior to the earlier of the Effective Time and the Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its subsidiariesSubsidiaries’ operations prior to the Effective Timesuch time. Prior to the earlier of the Effective Time and the Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jda Software Group Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall gives, or is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including without limitation Section 6.1, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ operations prior to the Effective TimeSubsidiaries' operations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing It is the mutual intention of the parties that nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with and subject to the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations, subject to compliance with the terms of this Agreement.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Collegiate Funding Services Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ operations prior to the Effective TimeSubsidiaries' operations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including Section 7.1, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.. ARTICLE VIII
Appears in 1 contract
Samples: Iii Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations Company Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations Parent Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Enterprise Financial Services Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesany of the Company’s Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Par Pharmaceutical Companies, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Purchaser shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Seacoast Banking Corp of Florida)
No Control of Other Party’s Business. Nothing Without prejudice to Section 6.1, nothing contained in this Agreement shall give ParentParent or its Subsidiaries, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s Parent or its subsidiariesSubsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall will give the Company, directly or indirectly, the right to control or direct Parent’s operations or give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing Subject to the terms and conditions of this Agreement, nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ Subsidiaries operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Per Se Technologies Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective TimeDate, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective TimeDate. Prior to the Effective TimeDate, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ Subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including without limitation Section 6.1 hereof, complete control and supervision over its and its subsidiaries’ respective Subsidiaries' operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ the Company Subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ ' respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Travelcenters of America LLC)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Company Merger Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Company Merger Effective Time. Prior to the Company Merger Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manning & Napier, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent its Subsidiaries shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its their respective businesses, assets, and its subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Research Pharmaceutical Services, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentHoldings, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ ' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s Holdings’ or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Holdings shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ ' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeDate, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective TimeDate. Prior to the Effective TimeDate, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Arrangement Agreement (Novelis Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct any of the CompanyCompany Group’s or its subsidiaries’ operations prior to the earlier of the Acceptance Time and the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the earlier of the Acceptance Time and the Effective Time. Prior to the earlier of the Acceptance Time and the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Soundbite Communications Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its subsidiaries’ Subsidiaries' operations prior to the Effective TimeAcceptance Date, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its subsidiaries’ operations prior to the Effective TimeSubsidiaries' operations. Prior to the Effective TimeAcceptance Date, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.,
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its subsidiaries’ operations Company Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its subsidiaries’ operations Parent Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiaries' respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trinity Capital Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control Control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control Control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control Control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (TRW Automotive Holdings Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the First Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiariesSubsidiaries’ operations prior to the First Effective Time. Prior to the First Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiariesSubsidiaries’ respective operations.
Appears in 1 contract
Samples: Voting Agreement (Diligent Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Holdco or Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesthe Company Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Fushi Copperweld, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiaries’ Subsidiary’s operations prior to the Effective Share Acceptance Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct the Parent’s or its subsidiaries’ operations prior to the Effective TimePurchaser’s operations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ Subsidiary’s respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing Except as expressly provided herein, nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its subsidiariesSubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (United Surgical Partners International Inc)
