Common use of Other Actions Clause in Contracts

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.

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.

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.

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.

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.

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.

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.

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 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 4.2 with regard to the Company, any condition to the Merger set forth in Article VII VI not being satisfied.

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.

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.

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.

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.

Other Actions. The Company and Parent shall not, and Parent 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 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 4.2 hereof with regard to the Company, any condition to the Merger set forth in Article VII VI hereof not being satisfied.

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.

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 respect, (iii) any covenant of such party set forth in any Transaction Agreement failing to be performed or (iv) any of the Offer Conditions, or any condition to the Merger set forth in Article VII VII, not being satisfied.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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 reason ably be expected to, result in (i) any of the representations representa tions 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.

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.

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.

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.

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.

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).

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.

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.

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.

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.

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

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.

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.

Other Actions. The Company and Parent shall not, and Parent 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 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 4.2 hereof with regard to the Company, any condition to the Merger set forth in Article VII VI hereof not being satisfied.

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.

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.

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 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.

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.

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.