Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Reorganization (Omniture, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.), Agreement and Plan of Reorganization (Visual Sciences, Inc.)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Storage Technology Corp), Agreement and Plan of Merger (Sun Microsystems, Inc.), Agreement and Plan of Merger (Sun Microsystems, Inc.)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as required or otherwise permitted by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to Parent or as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeTime of the First Merger, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Divx Inc)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as (i) permitted by the terms of this Agreement, and except as provided (ii) required by applicable Legal Requirement, or (iii) specified in Article IV Section 5.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements reasonable prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries Subsidiary to do any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV V of the Company Disclosure Letter or as required by applicable Legal Requirements or reflected in the regulations or requirements Company's budget as previously delivered to Parent, without the prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the followingdo, and shall not permit any of its Subsidiaries to do do, any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Paravant Inc), Agreement and Plan of Merger (DRS Technologies Inc), Agreement and Plan of Merger (Paravant Inc)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided Agreement (or set forth in Article IV Section 5.1 of the Company Disclosure Letter Letter), or as required by applicable Legal Requirements or to the regulations or requirements of Nasdaqextent that Parent shall otherwise consent in writing, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Secure Computing Corp), Agreement and Plan of Merger (McAfee, Inc.), Agreement and Plan of Merger (Nuance Communications, Inc.)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Agreement or Section 4.1 of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeTime of the Company Merger, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Palm Inc), Agreement and Plan of Reorganization (Handspring Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a4.2(a), except as permitted required by the terms of this Agreement, by Legal Requirements or by the terms of any Contract in effect on the date hereof and except made available to Company or as provided in Article IV Section 4.2 of the Company Parent Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqCompany, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeTime of the First Merger, the Company Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Sonic Solutions/Ca/), Agreement and Plan of Merger (Divx Inc), Agreement and Plan of Merger (Divx Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp), Agreement and Plan of Merger (Volcano Corp)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as expressly permitted by the terms of this Agreement, and except Agreement or as provided described in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lexar Media Inc), Agreement and Plan of Merger (Micron Technology Inc)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), and except as otherwise expressly permitted by the terms of this Agreement, and except as provided in Article IV or listed on Section 4.1 of the Company Disclosure Letter Schedule or as required by applicable Legal Requirements or Law in existence on the regulations or requirements of Nasdaqdate hereof, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the followingnot, and shall not permit or cause any of its Subsidiaries to do any to, for the benefit of the following, Parent without the prior written consent of Parent:Parent (such consent not to be unreasonably withheld or delayed):
Appears in 2 contracts
Samples: Merger Agreement (PanAmSat Holding CORP), Merger Agreement (Intelsat LTD)
Required Consent. In addition, without limiting the generality of Section 4.1(a)4.1, except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Parent Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqPurchaser (which consent shall not be unreasonably withheld), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective TimeClosing Date, the Company shall not do any of the following, and Parent shall not permit any of its Subsidiaries the Company to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Stock Purchase Agreement (Nstor Technologies Inc), Stock Purchase Agreement (Palo Alto Acquisition CORP)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of Nasdaq, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Merger Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, following without the prior written consent of Parent:Parent (including by electronic mail):
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Avigen Inc \De), Agreement and Plan of Merger (Medicinova Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a4.2(a), except as permitted by the terms of this Agreement, and except Agreement or as provided in Article IV of the Company Parent Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of Nasdaqthe Company, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company Parent shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (Brocade Communications Systems Inc), Agreement and Plan of Reorganization (McData Corp)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Agilysys Inc), Agreement and Plan of Merger (Kyphon Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as expressly permitted or expressly required by the terms of this Agreement, and except Agreement or as provided set forth in Article IV Section 4.1(b) of the Company Seller Disclosure Letter Letter, without the prior written consent of Parent (such consent not to be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Computer Sciences Corp), Agreement and Plan of Merger (Covansys Corp)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent (which consent shall not be unreasonably delayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Automatic Data Processing Inc), Agreement and Plan of Merger (Probusiness Services Inc)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as expressly permitted or expressly required by the terms of this Agreement, Agreement and except as provided set forth in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, such consent not to be unreasonably withheld, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kanbay International Inc), Agreement and Plan of Merger (Cap Gemini Sa)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except (w) as expressly contemplated or permitted by the terms of this Agreement, and except (x) as provided required by Legal Requirements, (y) as set forth in Article IV Section 4.1(b) of the Company Disclosure Letter Letter, or (z) as required approved by applicable Legal Requirements Parent in writing (which approval shall not be unreasonably withheld, delayed or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Solectron Corp), Agreement and Plan of Merger (Flextronics International Ltd.)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except Agreement or as provided described in Article IV Section 4.1(b) of the Company Disclosure Letter Schedule, without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or as required delayed by applicable Legal Requirements or the regulations or requirements of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Visa Inc.), Agreement and Plan of Merger (Cybersource Corp)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except Agreement or as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Reorganization (McData Corp), Agreement and Plan of Reorganization (Brocade Communications Systems Inc)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or and Section 5.3 hereof, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Captaris Inc), Agreement and Plan of Merger (Castelle \Ca\)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this AgreementAgreement or as required by Legal Requirements, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quantum Corp /De/), Agreement and Plan of Merger (Advanced Digital Information Corp)
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as contemplated, permitted or required by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not directly or indirectly do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Aratana Therapeutics, Inc.)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted otherwise expressly contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not directly or indirectly do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted or specifically contemplated by the terms of this Agreement, and except as provided in Article IV without the prior written consent of the Company Disclosure Letter or as required by applicable Legal Requirements or the regulations or requirements of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Speechworks International Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Terms agreement (IHS Inc.)
Required Consent. In addition, without limiting the generality of Section 4.1(a)4.1, except as permitted by the terms of this Agreement, and except as provided in Article IV Section 4.2 of the Company Disclosure Letter Schedule, without the prior written consent of the Parent (which consent shall not be unreasonably withheld, conditioned or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of (a) the termination of this Agreement pursuant to its terms or and (b) the Effective Time, the Company shall not do any of the followingdo, and shall not permit any of its Subsidiaries to do do, any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Sea Pines Associates Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without Without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV otherwise contemplated by this Agreement, or listed on Section 5.1 of the Company Disclosure Letter Schedule or as required by Contract or applicable Legal Requirements or the regulations or requirements of NasdaqLaw, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the followingClosing, without the prior written consent of ParentParent (such consent not to be unreasonably withheld or delayed), the Company shall not, and shall not permit or cause any of its Subsidiaries to:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted or contemplated expressly by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted by the terms of this AgreementAgreement (including Section 6.1), and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Appointment Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by applicable Legal Requirements or Schedule, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not not, directly or indirectly, do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Green Mountain Coffee Roasters Inc)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof of the Prior Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter or as required by applicable Legal Requirements or Letter, without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a4.1(a), except as permitted or contemplated by the terms of this Agreement, and except Agreement or as provided in Article IV Section 4.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent may include electronic transmission, and which shall not be unreasonably withheld, conditioned or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not, and shall cause the Company Subsidiaries not to, do any of the following, and shall not permit any following after the date of its Subsidiaries to do any of the following, without the prior written consent of Parentthis Agreement:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Allegro Microsystems, Inc.)
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except as provided in Article IV of the Company Disclosure Letter Letter, without the prior written consent of Parent, which shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Applied Imaging Corp)
Required Consent. In addition, without Without limiting the generality of Section 4.1(a), except as permitted by the terms of this Agreement, and except Agreement or as provided described in Article IV Section 4.1(b) of the Company Disclosure Letter or as required Schedule, without the prior written consent of Parent, which consent shall not be unreasonably withheld by applicable Legal Requirements or the regulations or requirements of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as expressly permitted by the terms of this Agreement, and except Agreement or as expressly provided in Article IV Section 4.1(b) of the Company Disclosure Letter or as required by (referencing the applicable Legal Requirements or subparagraph below), without the regulations or requirements prior written consent of NasdaqParent, during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without Without limiting the generality of Section SECTION 4.1(a), except as expressly permitted or expressly required by the terms of this Agreement, and except as provided in Article IV SECTION 4.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a), except as permitted contemplated by the terms of this Agreement, and except as provided in Article IV Section 4.1 of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, the Company shall not do any of the following, and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Water Pik Technologies Inc)
Required Consent. In additionaddition to, and without limiting the generality of of, Section 4.1(a), except as permitted by without the terms prior written consent of this Agreement, and except as provided in Article IV of the Company Disclosure Letter Parent (which consent shall not be unreasonably withheld or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqdelayed), during the period from the date hereof and continuing until the earlier earliest of the termination of this Agreement pursuant to its terms or and the Effective Time, the Company shall not do any of the following, following and shall not permit any of its Subsidiaries to do any of the following, without the prior written consent of Parent:
Appears in 1 contract
Required Consent. In addition, without limiting the generality of Section 4.1(a5.1(a), except as permitted or contemplated by the terms of this Agreement, and except as provided in Article IV Section 5.1(b) of the Company Disclosure Letter Letter, without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or as required by applicable Legal Requirements or the regulations or requirements of Nasdaqconditioned), during the period from the date hereof and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Merger 1 Effective Time, the Company and OMT, LLC shall not directly or indirectly do any of the following, and shall not permit any of its Subsidiaries to do any of except in connection with the following, without the prior written consent of ParentLLC Consolidation:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ligand Pharmaceuticals Inc)
