Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.
Appears in 6 contracts
Samples: Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Agreement and Plan of Merger (Coast Hotels & Casinos Inc), Execution Copy (Boyd Gaming Corp)
Other Actions. The Except as contemplated by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this any Transaction Agreement that to which it is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming a party being untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.02, any condition to the Merger set forth in Article VII not being satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Genovese Leonard), Agreement and Plan of Merger (Penney J C Co Inc), Agreement and Plan of Merger (Genovese Drug Stores Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries its Subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party the Company set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VIII not being satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Px Acquisition Corp)
Other Actions. The Company Company, Parent and Parent shall not, and Sub shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to of the conditions of the Offer set forth in Annex I or of the Merger set forth in Article VII not being satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Bertuccis of White Marsh Inc), Agreement and Plan of Merger (Ne Restaurant Co Inc), Agreement and Plan of Merger (Bertuccis Inc)
Other Actions. The During the period from the date of this Agreement to the Effective Time, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Westinghouse Electric Corp), Agreement and Plan of Merger (Gaylord Entertainment Co), Agreement and Plan of Merger (Westinghouse Electric Corp)
Other Actions. The Except as otherwise contemplated or permitted by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries Subsidiaries to, take any action that would, or that would reasonably be expected to, to result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified by materiality or Company Material Adverse Effect as to materiality the case may be, becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Brookdale Senior Living Inc.), Agreement and Plan of Merger (American Retirement Corp), Agreement and Plan of Merger (Brookdale Senior Living Inc.)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party Party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Reliance Steel & Aluminum Co), Agreement and Plan of Merger (Jorgensen Earle M Co /De/), Agreement and Plan of Merger (Reliance Steel & Aluminum Co)
Other Actions. The Except as expressly permitted by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any voluntary action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, or (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition the conditions to the Merger set forth in Article VII VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Boise Cascade Corp), Agreement and Plan of Merger (Officemax Inc /Oh/)
Other Actions. The Except as otherwise contemplated or permitted by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries Subsidiaries to, take any action that would, or that would reasonably be expected to, to result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified by materiality, Company Material Adverse Effect or Parent Material Adverse Effect, as to materiality the case may be, becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Guilford Pharmaceuticals Inc), Agreement and Plan of Merger (Mgi Pharma Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SLM Holding Corp), Agreement and Plan of Merger (Time Warner Inc)
Other Actions. The Company and Parent shall not, and shall not -------------- permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as by reference to materiality a material adverse effect becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any condition to the Merger set forth in Article VII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tj International Inc), Agreement and Plan of Merger (Weyerhaeuser Co)
Other Actions. The Each of Parent, Merger Sub and the Company and Parent shall not, not and shall not permit any of their respective its subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the its representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Consol Inc), Agreement and Plan of Merger (Rochester & Pittsburgh Coal Co)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Sodak Gaming Inc), Execution Copy Agreement and Plan of Merger (International Game Technology)
Other Actions. The Except as otherwise contemplated or permitted by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries Subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified by materiality, Company Material Adverse Effect or Parent Material Adverse Effect, as to materiality the case may be, becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mid Atlantic Medical Services Inc), Agreement and Plan of Merger (Unitedhealth Group Inc)
Other Actions. The Except as required by law, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, voluntarily take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrueuntrue at the Effective Time, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect at the Effective Time, or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Citigroup Inc), Agreement and Plan of Merger (Associates First Capital Corp)
Other Actions. The Company and Parent shall not, and shall not -------------- permit any of their respective subsidiaries Subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement or the Option Agreement that is are qualified as to by materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Alza Corp), Merger Agreement (Centocor Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would is reasonably be expected to, likely to result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality materiality, Company Material Adverse Effect or Parent Material Adverse Effect becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII VII, not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (United Defense Industries Inc), Agreement and Plan of Merger (United Defense Industries Inc)
Other Actions. The Company Company, Parent and Parent shall not, and Sub shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to by materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Heartport Inc), Agreement and Plan of Merger (Johnson & Johnson)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (WPS Resources Corp), Agreement and Plan of Merger (Peoples Energy Corp)
Other Actions. The Company Company, Parent and Parent Merger Sub shall not, and shall not permit any of their respective subsidiaries Subsidiaries to, take or omit to take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality materially becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII VIII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Riviera Holdings Corp), Agreement and Plan of Merger (Isle Investors LLC)
Other Actions. The Except as expressly permitted by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would is reasonably be expected likely to, result in (i) any of the representations and warranties of such party set forth in this any Transaction Agreement to which it is a party that is qualified as to materiality or Company Material Adverse Effect becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII VII, not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Digitalnet Holdings Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) subject to Section 8.01(f), any condition to the Offer set forth in Exhibit A or any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would is reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ikon Office Solutions Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02 or 5.03, any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Exchange and Merger (Peco Energy Co)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would be reasonably be expected likely to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any condition to the Merger Exchange set forth in Article VII VII, not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Share Exchange (Cap Rock Energy Corp)
Other Actions. The Company and Parent shall not, and shall not -------------- permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02 or 5.03, any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Exchange and Merger (Commonwealth Edison Co)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective respect subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 1 contract
Other Actions. The Unless otherwise required by Law, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect respect, or (iii) any condition to the Merger set forth in Article VII VII, not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Proxymed Inc /Ft Lauderdale/)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger Mergers set forth in Article VII VI not being satisfied.
Appears in 1 contract
Samples: Original Agreement (Time Warner Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in in: (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, ; (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect respect; or (iii) except as otherwise permitted by Section 5.02, any condition to the Offer set forth in Exhibit A, or any condition to the Merger set forth in Article VII VII, not ------- being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sind Acquisition Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality materiality, becoming untrue, untrue or (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not ------------- permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries subsidi aries to, take any action that would, or that would reasonably could reason ably be expected to, result in (i) any of the representations representa tions and warranties of such party set forth in this any Transaction Agreement to which it is a party that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Newport News Shipbuilding Inc)
Other Actions. The Except as expressly permitted by this Agreement, the Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) or any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Thompson Creek Metals CO Inc.)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfied.. 46
Appears in 1 contract
Samples: Agreement and Plan of Merger (Turner Broadcasting System Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, to result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Game Technology)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Offer set forth in Exhibit A, or any condition to the Merger set forth in Article VII --------- VII, not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall -------------- not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger set forth in Article VII VI not being satisfiedsatisfied (subject to the Company's right to take action specifically permitted by Section 4.02).
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries Subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (ia) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to by materiality becoming untrue, (iib) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iiic) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.,
Appears in 1 contract
Samples: Agreement and Plan of Merger
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would reasonably reason ably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Offer set forth in Exhibit A or any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries voluntarily to, take any action that would, or that would is reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming 49 untrue, (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition of the conditions to the Merger Mergers set forth in Article VII VI not being satisfied.
Appears in 1 contract
Samples: And Restated Agreement and Plan of Merger (Turner Broadcasting System Inc)
Other Actions. The Company and Parent shall not, and shall not ------------- permit any of their respective respect subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Us Office Products Co)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective respect subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of the representations and or warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and or warranties that is are not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII not being satisfiedrespect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Gemstar International Group LTD)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this any Transaction Agreement to which it is a party that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any Tender Offer Condition, or any condition to the Merger set forth in Article VII VII, not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tripoint Global Communications Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries affiliates to, take any action that would, or that would could reasonably be expected to, result in (ia) any of the representations and warranties of such party set forth in this Agreement that is are qualified as to materiality becoming untrue, (iib) any of such representations and warranties that is are not so qualified becoming untrue in any material respect or (iiic) any condition of the conditions to the Merger set forth in Article VII not being satisfied.
Appears in 1 contract
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (i) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality or Company Material Adverse Effect becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iii) any condition to the Merger set forth in Article VII VII, not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (DRS Technologies Inc)
Other Actions. The Company and Parent shall not, and shall not permit any of their respective subsidiaries Subsidiaries to, take any action that would, or that would could reasonably be expected to, result in (ia) any of the representations and warranties of such party set forth in this Agreement that is qualified as to materiality becoming untrue, (ii) any of such representations and warranties that is not so qualified becoming untrue in any material respect or (iiib) any condition to of the conditions of the Merger set forth in Article VII VI not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Exploration Co of Delaware Inc)
