Common use of Closing Date Course of Business Clause in Contracts

Closing Date Course of Business. For the portion of the Closing Date after the time of Closing, Parent shall cause the Company to carry on its business only in the ordinary course in the same manner as previously conducted and shall not make or cause to be made or permit any extraordinary transaction that would result in Losses with respect to Taxes for which indemnification pursuant to this Agreement would be required or for which the Equityholders would otherwise be responsible.

Appears in 1 contract

Samples: Merger Agreement (Actua Corp)

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Closing Date Course of Business. For the portion of the Closing Date after the time of Closing, other than transactions expressly contemplated hereby, Parent shall cause the Company Surviving Corporation and its Subsidiaries to carry on its business only in the ordinary course in the same manner as previously conducted and shall not make or cause to be made or permit any extraordinary transaction that would result in Losses with respect to Taxes for which indemnification pursuant to this Agreement would be required or for which the Equityholders would otherwise be responsibleheretofore conducted.

Appears in 1 contract

Samples: Merger Agreement (Rehabcare Group Inc)

Closing Date Course of Business. For the portion remainder of the Closing Date after the time of Closing, other than transactions expressly contemplated hereby, Parent shall cause the Company Surviving Corporation and its Subsidiaries to carry on its business only in the ordinary course in the same manner as previously conducted and shall not make or cause to be made or permit any extraordinary transaction that would result in Losses with respect to Taxes for which indemnification pursuant to this Agreement would be required or for which the Equityholders would otherwise be responsibleheretofore conducted.

Appears in 1 contract

Samples: Merger Agreement (Knology Inc)

Closing Date Course of Business. For the portion of the Closing Date after the time of ClosingEffective Time, other than transactions expressly contemplated in this Agreement, Parent shall cause the Company Surviving Corporation and its Subsidiaries to carry on its business only in the ordinary course in the same manner as previously conducted heretofore conducted. Parent shall not make, and shall cause not make or cause to be made made, any election under Section 338 of the Code (or permit any extraordinary transaction that would result in Losses comparable provision of state, local or foreign law) with respect to Taxes for which indemnification pursuant to this Agreement would be required the Surviving Corporation or for which the Equityholders would otherwise be responsibleany of its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Helen of Troy LTD)

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Closing Date Course of Business. For the portion of the Closing Date after the time of Closing, Parent shall cause the Company Surviving Corporation to carry on its business only in the ordinary course in the same manner as previously conducted and shall not make or cause to be made or permit any extraordinary transaction that would result in Losses with respect to Taxes for which indemnification pursuant to this Agreement would be required or for which the Equityholders would otherwise be responsibleconducted.

Appears in 1 contract

Samples: Merger Agreement (Hub Group, Inc.)

Closing Date Course of Business. For the portion of the Closing Date after the time of Closing, other than transactions expressly contemplated hereby, Parent shall cause the Surviving Corporation and the Company Subsidiaries to carry on its business only in the ordinary course in the same manner as previously conducted and heretofore conducted. None of Parent, Merger Sub, Surviving Corporation or any of their Affiliates shall not make or cause to be made or permit any extraordinary transaction that would result in Losses an election under Section 338 of the Code with respect to Taxes for which indemnification pursuant to the transactions contemplated by this Agreement would be required or for which the Equityholders would otherwise be responsibleAgreement.

Appears in 1 contract

Samples: Merger Agreement (Techne Corp /Mn/)

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