Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors (which consent shall not be unreasonably withheld, conditioned or delayed):
Appears in 8 contracts
Samples: Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Welsh Carson Anderson & Stowe Ix Lp), Securities Purchase Agreement (Universal American Financial Corp)
Conduct of Business by Parent. (a) From and after the date hereof until and prior to the earlier of the Closing or Effective Time and the termination of this Agreement in accordance with its terms, Parent willTermination Date, and will cause its Subsidiaries to, except (i) as otherwise provided on Schedule 5.3(b) or as otherwise may be required by this Agreement or the Merger Agreement applicable Law, (ii) as in effect on the date hereof), by applicable Legal Requirements, or consented may be agreed to in writing by each of the Investors Company (which consent shall not be unreasonably withheld, conditioned delayed or delayed):conditioned), (iii) as may be expressly contemplated or required by this Agreement or (iv) as set forth in Section 5.2 of the Parent Disclosure Schedule:
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Firstenergy Corp), Agreement and Plan of Merger (Allegheny Energy, Inc), Agreement and Plan of Merger
Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent will, and will cause its Subsidiaries to, except as otherwise provided on Schedule 5.3(b) or as otherwise required by this Agreement or the Merger Securities Purchase Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in writing by each of the Investors Company (which consent shall not be unreasonably withheld, conditioned or delayed):
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Welsh Carson Anderson & Stowe Ix Lp), Agreement and Plan of Merger and Reorganization (Universal American Financial Corp)
Conduct of Business by Parent. (a) From and after the date hereof until the earlier of the Closing or the termination of this Agreement in accordance with its terms, Parent willwill not, and will not cause or permit any of its Subsidiaries to, except as otherwise provided on Schedule 5.3(bSection 5.3(a) of the Parent Disclosure Letter, or as otherwise expressly required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or as otherwise consented to in writing by each of the Investors Company (which consent shall not be unreasonably withheld, conditioned or delayed):
Appears in 1 contract
Samples: Agreement and Plan of Merger (Universal American Corp.)
Conduct of Business by Parent. (a) From During the period from the Agreement Date and after the date hereof continuing until the earlier of the Closing or (i) the termination of this Agreement Agreement, (ii) the Effective Time and (iii) with respect to clause (c) below, the applicable Restriction Date (as defined in accordance with its terms, Schedule 6.23(c)) Parent willshall not, and will it shall cause each of its Subsidiaries not to, do any of the following (except as to the extent expressly provided otherwise provided on Schedule 5.3(b) herein or as otherwise required by this Agreement or the Merger Agreement (as in effect on the date hereof), by applicable Legal Requirements, or consented to in advance in writing by each of the Investors (Company, which consent shall not be unreasonably withheld, conditioned or delayed):
Appears in 1 contract
