Common use of Conduct by Parent Clause in Contracts

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, take any action that is reasonably likely to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 6 contracts

Samples: Merger Agreement (Netezza Corp), Merger Agreement (International Business Machines Corp), Merger Agreement (Unica Corp)

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Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, take any action that is could reasonably likely be expected to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 4 contracts

Samples: Merger Agreement (Merge Healthcare Inc), Merger Agreement (Merge Healthcare Inc), Merger Agreement (DemandTec, Inc.)

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, take any action that is would reasonably likely be expected to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 2 contracts

Samples: Merger Agreement (Qualcomm Inc/De), Merger Agreement (Atheros Communications Inc)

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that is reasonably likely to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 2 contracts

Samples: Merger Agreement (Ascential Software Corp), Merger Agreement (Micromuse Inc)

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries (including Sub) to, take any action that is would reasonably likely be expected to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 2 contracts

Samples: Merger Agreement (Teavana Holdings Inc), Merger Agreement (Starbucks Corp)

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would or is reasonably likely to result in (ai) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality or material adverse effect becoming untrue (as so qualified) or (bii) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 1 contract

Samples: Merger Agreement (Corio Inc)

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Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries (including, once formed, Sub) to, take any action that is would reasonably likely be expected to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 1 contract

Samples: Merger Agreement (Jagged Peak, Inc.)

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would or is reasonably likely to result in (ai) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (bii) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 1 contract

Samples: Merger Agreement (Rational Software Corp)

Conduct by Parent. During the period from the date of this Agreement to the Effective Time, except as consented to in writing by the Company prior to such action or as specifically contemplated by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that (or knowingly omit to take any action) if such action (or known omission) is reasonably likely to result in (a) any representation and warranty of Parent or Sub set forth in this Agreement that is qualified as to materiality becoming untrue (as so qualified) or (b) any such representation and warranty that is not so qualified becoming untrue in any material respect.

Appears in 1 contract

Samples: Merger Agreement (Mro Software Inc)

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