No Control of the Company’s Business. Parent and Purchaser acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing, (ii) prior to the Merger Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser shall be required with respect to any matter set forth in Section 6.1 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable law.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peregrine Semiconductor Corp), Agreement and Plan of Merger (Peregrine Semiconductor Corp)
No Control of the Company’s Business. Parent Purchaser acknowledges and Purchaser acknowledge and agree agrees that: (ia) nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing, ; (iib) prior to the Merger Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations, ; and (iiic) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser shall be required with respect to any matter set forth in Section 6.1 5.1, Section 5.2, or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (SANUWAVE Health, Inc.), Agreement and Plan of Merger (SEP Acquisition Corp.)
No Control of the Company’s Business. Parent Purchaser acknowledges and Purchaser acknowledge and agree agrees that: (i) nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing, (ii) prior to the Merger Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser shall be required with respect to any matter set forth in Section 6.1 5.1, Section 5.2, or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable lawLaw.
Appears in 2 contracts
Samples: Agreement and Plan of Merger and Reorganization (Innovative International Acquisition Corp.), Agreement and Plan of Merger and Reorganization (Galileo Acquisition Corp.)
No Control of the Company’s Business. Parent and Purchaser Merger Sub acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or PurchaserMerger Sub, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing, (ii) prior to the Merger Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser Merger Sub shall be required with respect to any matter set forth in Section 6.1 5.1 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable lawLaw.
Appears in 1 contract
No Control of the Company’s Business. Parent and Purchaser Merger Sub acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or PurchaserMerger Sub, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing, (ii) prior to the Merger Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser shall be required with respect to any matter set forth in Section 6.1 5.2 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable law.
Appears in 1 contract
No Control of the Company’s Business. Parent and Purchaser Merger Sub acknowledge and agree that: that (i) nothing contained in this Agreement shall herein is intended to give Parent or PurchaserMerger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or any Company Subsidiary prior to the Merger ClosingEffective Time, (ii) prior to the Merger ClosingEffective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its the Company Subsidiaries’ operations, respective operations and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser Merger Sub shall be required with respect to any matter set forth in this Section 6.1 5.01 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable law.
Appears in 1 contract
No Control of the Company’s Business. Parent acknowledges and Purchaser acknowledge and agree agrees that: (i) nothing contained in this Agreement shall give Parent or PurchaserParent, directly or indirectly, the right to control or direct the Company’s or the Company Subsidiaries’ operations prior to the Merger ClosingEffective Time, (ii) prior to the Merger ClosingEffective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser shall be required with respect to any matter set forth in Section 6.1 5.1 or elsewhere in this Agreement to the extent that the requirement of such consent could would violate any applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Performance Food Group Co)
No Control of the Company’s Business. Parent and Purchaser Merger Sub acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or PurchaserMerger Sub, directly or indirectly, the right to control or direct the Company’s operations prior to the Merger Closing, (ii) prior to the Merger Closing, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser Merger Sub shall be required with respect to any matter set forth in Section 6.1 5.1 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable lawLaw.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Boingo Wireless, Inc.)
No Control of the Company’s Business. Parent and Purchaser Merger Sub acknowledge and agree that: that (i) nothing contained in this Agreement shall herein is intended to give Parent or PurchaserMerger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or any Company Subsidiary prior to the Merger ClosingEffective Time, (ii) prior to the Merger ClosingEffective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its the Company Subsidiaries’ operations, ' respective operations and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser Merger Sub shall be required with respect to any matter set forth in this Section 6.1 5.01 or elsewhere in this Agreement to the extent that the requirement of such consent could violate any applicable law.
Appears in 1 contract
No Control of the Company’s Business. Parent Purchaser acknowledges and Purchaser acknowledge and agree that: agrees that (i) nothing contained in this Agreement shall give Parent or Purchaser, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Merger Closing, (ii) prior to the Merger Closing, the Company Seller shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its the Company’s and its Subsidiaries’ operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Purchaser shall be required with respect to any matter set forth in Section 6.1 or elsewhere in this Agreement to the extent that the requirement of such consent could would, as determined by Purchaser’s counsel, violate any applicable lawLegal Requirements.
Appears in 1 contract
