Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or any of the representations or warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (ii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc), Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to would result in (i) any of the its representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger Offer set forth in Article VI Annex A not being satisfiedsatisfied (subject to the Company's right to take action specifically permitted by Section 5.4).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (First Alert Inc), Agreement and Plan of Merger (First Alert Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/)
Other Actions. (i) The Company shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to result in (iA) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (B) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiC) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Other Actions. The Except as contemplated by this Agreement, the ------------- Company shall not, and shall will not nor will it permit any of its the Subsidiaries to, to take or to agree or commit to take any action that could reasonably be expected to would result in (i) any of the Company's representations or warranties of the Company set forth in this Agreement that are hereunder qualified as to materiality becoming untrue, or being untrue and any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming being untrue in any material respect or (ii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger Offer set forth in Article VI Annex A not being satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (American Brands Inc /De/), Agreement and Plan of Merger (Cobra Golf Inc), Agreement and Plan of Merger (Cobra Golf Inc)
Other Actions. The (a) Except as expressly -------------- contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, intentionally take any action that could would, or reasonably might be expected to to, result in (i) any of the its representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality being or becoming untrue, or any of the representations or warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (ii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger precedent set forth in Article VI 7 not being satisfiedsatisfied or in a violation of any provision of this Agreement.
Appears in 3 contracts
Samples: Arrangement Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (Magnum Hunter Resources Corp), Arrangement Agreement (NGAS Resources Inc)
Other Actions. The Except as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)
Other Actions. The Except as expressly permitted by Section 4.1, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI 5 not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (General Chemical Group Inc), Agreement and Plan of Merger (Defiance Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section Sections 5.1(a) or 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rental Service Corp), Agreement and Plan of Merger (Rental Service Corp)
Other Actions. The Except as expressly contemplated or permitted by this Agreement or except as set forth in the Company Letter, the Company shall not, and shall not permit any of its Subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect respect, or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.6.2). -28-
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aon Corp), Agreement and Plan of Merger (Alexander & Alexander Services Inc)
Other Actions. The Company shall not, and shall not permit any of its the Company Subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or any of the representations or warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (ii) except as otherwise permitted by Section 5.4, any of condition to the conditions Offer set forth in Exhibit A or any condition to the Merger set forth in Article VI VIII not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (I Stat Corporation /De/), Agreement and Plan of Merger (I Stat Corporation /De/)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Atc Group Services Inc /De/), Agreement and Plan of Merger (International Business Machines Corp)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that does, or could reasonably be expected to to, result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section Sections 5.1(a) or 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lukoil Americas Corp), Agreement and Plan of Merger (Getty Petroleum Marketing Inc /Md/)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this the Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.6.02). 33 38 ARTICLE VII
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Kirkwood Acquisition Corp
Other Actions. The Except as expressly permitted by Section 4.1, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI 5 not being satisfied.
Appears in 2 contracts
Samples: Plan of Merger (Cambrex Corp), Plan of Merger (Cambrex Corp)
Other Actions. The Except as expressly contemplated or permitted by this Agreement or except as set forth in the Company Letter, the Company shall not, and shall not permit any of its Subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect respect, or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.2).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Kysor Industrial Corp /Mi/), Agreement and Plan of Merger (Scotsman Industries Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries Company Sub to, take any action that could reasonably be expected to would result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Irvine Co Et Al), Agreement and Plan of Merger (Irvine Apartment Communities Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect respect, or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI Section 7.01 or Section 7.03 not being satisfiedsatisfied (subject to the Company's right to take actions specifically permitted by Section 5.02).
Appears in 2 contracts
Samples: 6 Agreement and Plan of Merger (Chicago Dock & Canal Trust), Agreement and Plan of Merger (Chicago Dock & Canal Trust)
Other Actions. The Except as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI Offer Conditions not being satisfied.
Appears in 2 contracts
Samples: Motorola Inc, Motorola Inc
Other Actions. The Company and Purchaser shall not, and shall not permit any of its their respective Subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company such party set forth in this Agreement that are is qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are is not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.45.02, any of the conditions condition to the Merger set forth in Article VI VII, not being satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Verso Technologies Inc), Agreement and Plan of Merger (MCK Communications Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this the Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services Inc)
Other Actions. The Company shall not, and shall not permit ------------- any of its Subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in Section 4.1 of this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect respect, or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to of the Merger set forth in Article VI VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
Other Actions. The Company shall not, and shall not permit any of cause its Subsidiaries not to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to of the Offer set forth in Annex I or of the Merger set forth in Article VI VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Holmes Products Corp)
Other Actions. The Company shall not, and shall not permit any of its ------------- Subsidiaries to, take any action that could reasonably be expected to would result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrueuntrue or inaccurate, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue or inaccurate in any material respect or (iiiii) except as otherwise permitted by Section 5.44.1(a) or 4.4, any of the conditions to the Merger set forth in Article VI V not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Cellular Corp /De/)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, untrue or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (ii) except as otherwise subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied5.02).
Appears in 1 contract
Other Actions. The Vendors, Company or the Purchaser shall not, and the Company shall not permit any of its the Company Subsidiaries to, take any action that could reasonably be expected to result in (i) any of the its representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect respect, or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger Purchase set forth in Article VI V hereof not being satisfiedsatisfied in all material respects.
Appears in 1 contract
Samples: Securities Purchase Agreement (Medical Exchange Inc.)
Other Actions. The (a) Except as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02).
Appears in 1 contract
Other Actions. The Company shall -------------- not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02).
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Business Machines Corp)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise any of the Offer Conditions not being satisfied (subject to the Company's right to take actions specifically permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied6.02). Section 6.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (WPG Corporate Development Associates v Lp)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries Company Sub to, take any action that could reasonably be expected to result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or untrue (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger set forth in Article VI not being satisfied.
Appears in 1 contract
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect respect, or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Merger Mergers set forth in Article VI VIII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ambassadors International Inc)
Other Actions. The Company shall not, and shall not permit any -------------- of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.45.02, any of the conditions to the Merger set forth in Article VI VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atria Communities Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that could reasonably be expected to to, result in (i) any of the representations or and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.45.02, any of the conditions to the Merger set forth in Article VI VII not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that could reasonably be expected to would result in (i) any of the representations or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrueuntrue or inaccurate, or (ii) any of the such representations or and warranties of the Company set forth in this Agreement that are not so qualified becoming untrue or inaccurate in any material respect or (iiiii) except as otherwise permitted by Section 5.44.1(a) or 4.4, any of the conditions to the Merger set forth in Article VI V not being satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
