Conduct of Business by CPA16. (a) During the period from the date of this Agreement to the Effective Time, CPA16 shall, and shall cause each of the CPA16 Subsidiaries to, use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and CPA16’s qualification as a REIT within the meaning of the Code; provided that the parties hereto agree that CPA16 shall have no liability for any breach of covenants set forth in this Section 3.1 to the extent due to actions or inactions of X. X. Xxxxx or any X. X. Xxxxx Subsidiary in its capacity as advisor to CPA16 pursuant to the CPA16 Advisory Agreements. CPA16 will promptly notify X. X. Xxxxx of any litigation involving CPA16 having, to the Knowledge of CPA16, a reasonable likelihood of potential liability to CPA16 or any of the CPA16 Subsidiaries in excess of $2,500,000 or any complaint, investigation or hearing, of which CPA16 has Knowledge, by a Governmental Entity involving CPA16 or any of the CPA16 Subsidiaries, other than any such matter that was notified to X. X. Xxxxx or any X. X. Xxxxx Subsidiary prior to its being notified to the independent directors of CPA16. (b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the termination of this Agreement in accordance with Section 6.1 and the Effective Time, except (i) as disclosed on Schedule 3.1 of the CPA16 Disclosure Letter, (ii) as otherwise contemplated by, or necessary to carry out the transactions described in, this Agreement or (iii) to the extent consented to by X. X. Xxxxx, which consent shall not be unreasonably withheld, conditioned or delayed, CPA16 and any of the CPA16 Subsidiaries shall not engage in, authorize or agree to any of the following: (i) amend the CPA16 Charter or CPA16 Bylaws, except as required by this Agreement or applicable Law; (ii) exempt any Person, other than X. X. Xxxxx and Merger Sub or any of their Affiliates or Subsidiaries or, if applicable, and subject to the provisions of Section 4.5, any Person that enters into an Alternative Acquisition Agreement with CPA16 or any CPA16 Subsidiary, from any limits or restrictions contained in the CPA16 Charter or CPA16 Bylaws with respect to the ownership of any equity securities of CPA16; (iii) except as otherwise expressly contemplated by this Agreement, merge, consolidate or enter into any other similar extraordinary corporate transaction with any Person; acquire or agree to acquire (by merger, consolidation or acquisition) any corporation, partnership or other entity; or purchase any equity interest in, or all or substantially all of the assets of, any Person or any division or business thereof; (iv) make or rescind any express or deemed election relating to Taxes (unless CPA16 reasonably determines after consultation with X. X. Xxxxx that such action is required by Law or necessary to preserve CPA16’s qualification as a REIT or the tax classification of any other CPA16 Subsidiary which files Tax Returns as a partnership for federal Tax purposes, in which event CPA16 shall make such election in a timely manner); provided that nothing in this Agreement shall preclude CPA16 from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code, with the prior written consent of X. X. Xxxxx, which will not be unreasonably withheld; (v) (A) change in any material respect that is adverse to CPA16 any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $2,000,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 2012, except as to clauses (A) and (B) as may be required by the SEC, applicable Law or GAAP; (vi) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of CPA16; (vii) enter into, assume or acquire any asset subject to any Tax Protection Agreement; (viii) take any action or fail to take any action that could reasonably be expected to prevent, materially delay or materially impede the ability of the parties to consummate the Merger or that could reasonably be expected to prevent or impede the Merger from being governed by Section 368(a) of the Code pursuant to this Agreement and the Joint Proxy Statement/Prospectus; or (ix) authorize, commit or agree to take, or take any action inconsistent with any of the foregoing.
Appears in 2 contracts
Samples: Merger Agreement (Corporate Property Associates 16 Global Inc), Agreement and Plan of Merger (W. P. Carey Inc.)
Conduct of Business by CPA16. (a) During the period from the date of this Agreement to the Effective Time, CPA16 shall, and shall cause each of the CPA16 Subsidiaries to, use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and CPA16’s qualification as a REIT within the meaning of the Code; provided that the parties hereto agree that CPA16 shall have no liability for any breach of covenants set forth in this Section 3.1 to the extent due to actions or inactions of X. X. Xxxxx or any X. X. Xxxxx Subsidiary in its capacity as advisor to CPA16 pursuant to the CPA16 Advisory Agreements. CPA16 will promptly notify X. X. Xxxxx CPA14 of any litigation involving CPA16 having, to the Knowledge of CPA16, a reasonable likelihood of potential liability to CPA16 or any of the CPA16 Subsidiaries in excess of $2,500,000 100,000 or any complaint, investigation or hearing, of which CPA16 has Knowledge, by a Governmental Entity involving CPA16 or any of the CPA16 Subsidiaries, other than any such matter that was notified to X. X. Xxxxx or any X. X. Xxxxx Subsidiary prior to its being notified to the independent directors of CPA16.
(b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 6.1 and the Effective Time7.1, except (i) as disclosed on Schedule 3.1 3.2 of the CPA16 Disclosure Letter, (ii) as otherwise contemplated byby this Agreement, or necessary (iii) in connection with the steps taken to carry out implement the transactions described in, this Agreement Reorganization or (iiiiv) to the extent consented to by X. X. XxxxxCPA14, which consent shall not be unreasonably withheld, conditioned or delayed, CPA16 and any of the CPA16 Subsidiaries shall not engage in, authorize or agree to any of the following:
(i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any CPA16 Common Stock or stock or other equity interests in any CPA16 Subsidiary that is not directly or indirectly wholly-owned by CPA16, except (1) the authorization and payment of regular quarterly dividends with respect to the CPA16 Common Stock (not to exceed $0.16560 per share per quarter), provided that CPA16 shall notify CPA14 of the proposed record date for any such distribution prior to such date or (2) any distribution (or an increase in a distribution) by CPA16 that is necessary for CPA16 to maintain its REIT qualification, avoid the incurrence of any Taxes under Section 857 of the Code, avoid the imposition of any excise Taxes under Section 4981 of the Code, or avoid the need to make one or more extraordinary or disproportionately larger distributions to meet any of the objectives in this clause (2), provided that CPA16 shall provide CPA14 with evidence, reasonably satisfactory to CPA14, that such distribution is necessary, (B) split, combine or reclassify any CPA16 Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of CPA16 Common Stock or (C) purchase, redeem or otherwise acquire any CPA16 Common Stock or any options, warrants or rights to acquire, or security convertible into, shares of CPA16 Common Stock, except pursuant to CPA16’s existing redemption plan;
(ii) issue, deliver, sell, grant, pledge or encumber or agree to issue, deliver, sell, grant, pledge or encumber any stock, Voting Debt or other voting securities or equity securities of CPA16 (including any CPA16 Common Stock), other than in connection with the transactions contemplated by this Agreement, or any CPA16 Subsidiary or any option or other material right in respect of any CPA16 Common Stock, capital stock, any other voting or redeemable securities of CPA16 or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or redeemable securities, except (A) to CPA16 or a wholly-owned CPA16 Subsidiary, (B) pursuant to CPA16’s distribution reinvestment and share purchase plan; provided that the purchase price for any shares of CPA16 Common Stock issued pursuant to such distribution reinvestment and share purchase plan is not less than 95% of the most recent estimated net asset value per share of CPA16 Common Stock approved by the independent directors of CPA16 or (C) pursuant to the Amended and Restated Advisory Agreement, dated October 1, 2009, between CPA16 and CAM (the “CPA16 Advisory Agreement”),;
(iii) amend the CPA16 Charter or CPA16 Bylaws, except as required by this Agreement or applicable Law;
(iiiv) exempt any Person, other than X. X. Xxxxx and amend the Merger Sub or any of their Affiliates or Subsidiaries or, if applicable, and subject to the provisions of Section 4.5, any Person that enters into an Alternative Acquisition Agreement with CPA16 or any CPA16 Subsidiary, from any limits or restrictions contained in the CPA16 Charter or CPA16 Bylaws with respect to the ownership of any equity securities of CPA16Merger Sub Bylaws, except as required by this Agreement or applicable Law;
(iiiv) except as otherwise expressly contemplated by this Agreement, merge, consolidate or enter into any other similar extraordinary corporate transaction with any Person; acquire or agree to acquire (by merger, consolidation or acquisition) any corporation, partnership or other entity; or purchase any equity interest in, or all or substantially all of the assets of, any Person or any division or business thereof;
(ivvi) except for transactions in the ordinary course of business consistent with past practice, (A) make any capital expenditures; (B) acquire, enter into any option to acquire, or exercise any Commitment for the acquisition of any real property or other transaction involving nonrefundable deposits; (C) commence construction of, or enter into any Commitment to develop or construct, other real estate projects; (D) incur additional indebtedness (secured or unsecured); or (E) make any loans, advances, capital contributions or investments in any other Person;
(A) except for transactions in the ordinary course of business consistent with past practice (i) mortgage, lease or subject to Lien any of the CPA16 Properties, (ii) pledge or otherwise encumber CPA16 Common Stock or (iii) sell, lease, mortgage, subject to Lien or otherwise dispose of any of its personal or intangible property, and (B) except as set forth on Schedule 3.2(b)(vii) of the CPA16 Disclosure Letter, directly or indirectly, sell or otherwise dispose of any of the CPA16 Properties or any equity interests in a CPA16 Subsidiary;
(viii) guarantee the indebtedness of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing other than in the ordinary course of business consistent with past practice;
(ix) (A) prepay, refinance or amend any existing indebtedness other than, in the case of refinancings and amendments, on terms more favorable than the terms of the existing indebtedness other than in the ordinary course of business consistent with past practice or (B) pay, discharge or satisfy any claims, Liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of Liabilities reflected or reserved against in the balance sheet of CPA16 dated as of December 31, 2009;
(x) make or rescind any express or deemed election relating to Taxes (unless CPA16 reasonably determines after consultation with X. X. Xxxxx CPA14 that such action is required by Law or necessary to preserve CPA16’s qualification as a REIT or the tax classification of any other CPA16 Subsidiary which files Tax Returns as a partnership for federal Tax purposes, in which event CPA16 shall make such election in a timely manner); provided that nothing in this Agreement shall preclude CPA16 from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code, with the prior written consent of X. X. XxxxxCPA14, which will not be unreasonably withheld;
(vxi) (A) change in any material respect that is adverse to CPA16 any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $2,000,000100,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 20122009, except as to clauses (A) and (B) as may be required by the SEC, applicable Law or GAAP;
(vixii) waive, release, assign, settle or compromise any pending or threatened litigation, action or claim, including any shareholder derivative or class action claims other than settlements or compromises for litigation providing solely for the payment of money damages where the amount paid (after reduction by any insurance proceeds actually received or appropriate credits are applied from self-insurance reserves), in settlement or compromise, exceeds, individually or in the aggregate, $100,000, except where such settlement or compromise provides for a complete release of CPA16 and each applicable CPA16 Subsidiary for all claims and which do not provide for any admission of liability by CPA16 or any CPA16 Subsidiary;
(xiii) adopt any Employee Benefit Plan, incentive plan, severance plan, bonus plan, change in control, retention, retirement, health, life, disability, compensation or special remuneration plan, share option or similar plan, program, policy or arrangement, grant new share options, shares of restricted stock, share appreciation rights or other equity-based awards, or enter into any employment, severance, change in control, termination or retention agreement or any similar agreement or arrangement;
(xiv) enter into or amend or otherwise modify any material agreement or arrangement with persons that are Affiliates or, as of the date of this Agreement, are officers or directors of CPA16 or any CPA16 Subsidiary;
(xv) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of CPA16CPA16 or Merger Sub;
(viixvi) amend or terminate, or waive compliance with the terms of, or breaches under, any CPA16 Material Contract or enter into a new contract, agreement or arrangement that, if entered into prior to the date of this Agreement, would have been required to have been listed in Schedule 2.2(u)(i) of the CPA16 Disclosure Letter and after giving effect to the Merger would have a CPA16 Material Adverse Effect;
(xvii) enter into, assume or acquire any asset subject to any Tax Protection Agreement;
(viiixviii) take any action or fail to take any action that could reasonably be expected to prevent, materially delay or materially impede the ability of the parties to consummate the Merger or that could reasonably be expected to prevent or impede the Merger from being governed by qualifying as a reorganization under Section 368(a) of the Code pursuant to this Agreement and the Joint Proxy Statement/Prospectus; or
(ixxix) authorize, commit or agree to take, or take any action inconsistent with any of the foregoing.
Appears in 1 contract
Samples: Merger Agreement (Corporate Property Associates 14 Inc)
Conduct of Business by CPA16. (a) During the period from the date of this Agreement to the Effective Time, CPA16 shall, and shall cause each of the CPA16 Subsidiaries to, use all commercially reasonable efforts to carry on its businesses in the usual, regular and ordinary course in substantially the same manner as heretofore conducted and in compliance in all material respects with applicable Law and, to the extent consistent herewith, use commercially reasonable efforts to preserve intact in all material respects its current business organization, goodwill, ongoing businesses and CPA16’s qualification as a REIT within the meaning of the Code; provided that the parties hereto agree that CPA16 shall have no liability for any breach of covenants set forth in this Section 3.1 to the extent due to actions or inactions of X. X. Xxxxx or any X. X. Xxxxx Subsidiary in its capacity as advisor to CPA16 pursuant to the CPA16 Advisory Agreements. CPA16 will promptly notify X. X. Xxxxx CPA14 of any litigation involving CPA16 having, to the Knowledge of CPA16, a reasonable likelihood of potential liability to CPA16 or any of the CPA16 Subsidiaries in excess of $2,500,000 100,000 or any complaint, investigation or hearing, of which CPA16 has Knowledge, by a Governmental Entity involving CPA16 or any of the CPA16 Subsidiaries, other than any such matter that was notified to X. X. Xxxxx or any X. X. Xxxxx Subsidiary prior to its being notified to the independent directors of CPA16.
(b) Without limiting the generality of the foregoing, during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement in accordance with Section 6.1 and the Effective Time7.1, except (i) as disclosed on Schedule 3.1 3.2 of the CPA16 Disclosure Letter, (ii) as otherwise contemplated byby this Agreement, or necessary (iii) in connection with the steps taken to carry out implement the transactions described in, this Agreement Reorganization or (iiiiv) to the extent consented to by X. X. XxxxxCPA14, which consent shall not be unreasonably withheld, conditioned or delayed, CPA16 and any of the CPA16 Subsidiaries shall not engage in, authorize or agree to any of the following:
(i) (A) declare, set aside or pay any dividends on, or make any other distributions in respect of, any CPA16 Common Stock or stock or other equity interests in any CPA16 Subsidiary that is not directly or indirectly wholly-owned by CPA16, except (1) the authorization and payment of regular quarterly dividends with respect to the CPA16 Common Stock (not to exceed $0.16560 per share per quarter), provided that CPA16 shall notify CPA14 of the proposed record date for any such distribution prior to such date or (2) any distribution (or an increase in a distribution) by CPA16 that is necessary for CPA16 to maintain its REIT qualification, avoid the incurrence of any Taxes under Section 857 of the Code, avoid the imposition of any excise Taxes under Section 4981 of the Code, or avoid the need to make one or more extraordinary or disproportionately larger distributions to meet any of the objectives in this clause (2), provided that CPA16 shall provide CPA14 with evidence, reasonably satisfactory to CPA14, that such distribution is necessary, (B) split, combine or reclassify any CPA16 Common Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of CPA16 Common Stock or (C) purchase, redeem or otherwise acquire any CPA16 Common Stock or any options, warrants or rights to acquire, or security convertible into, shares of CPA16 Common Stock, except pursuant to CPA16’s existing redemption plan;
(ii) issue, deliver, sell, grant, pledge or encumber or agree to issue, deliver, sell, grant, pledge or encumber any stock, Voting Debt or other voting securities or equity securities of CPA16 (including any CPA16 Common Stock), other than in connection with the transactions contemplated by this Agreement, or any CPA16 Subsidiary or any option or other material right in respect of any CPA16 Common Stock, capital stock, any other voting or redeemable securities of CPA16 or any securities convertible into, or any rights, warrants or options to acquire, any such shares, voting securities or convertible or redeemable securities, except (A) to CPA16 or a wholly-owned CPA16 Subsidiary, (B) pursuant to CPA16’s distribution reinvestment and share purchase plan; provided that the purchase price for any shares of CPA16 Common Stock issued pursuant to such distribution reinvestment and share purchase plan is not less than 95% of the most recent estimated net asset value per share of CPA16 Common Stock approved by the independent directors of CPA16 or (C) pursuant to the Amended and Restated Advisory Agreement, dated October 1, 2009, between CPA16 and CAM (the “CPA16 Advisory Agreement”),;
(iii) amend the CPA16 Charter or CPA16 Bylaws, except as required by this Agreement or applicable Law;
(iiiv) exempt any Person, other than X. X. Xxxxx and amend the Merger Sub or any of their Affiliates or Subsidiaries or, if applicable, and subject to the provisions of Section 4.5, any Person that enters into an Alternative Acquisition Agreement with CPA16 or any CPA16 Subsidiary, from any limits or restrictions contained in the CPA16 Charter or CPA16 Bylaws with respect to the ownership of any equity securities of CPA16Merger Sub Bylaws, except as required by this Agreement or applicable Law;
(iiiv) except as otherwise expressly contemplated by this Agreement, merge, consolidate or enter into any other similar extraordinary corporate transaction with any Person; acquire or agree to acquire (by merger, consolidation or acquisition) any corporation, partnership or other entity; or purchase any equity interest in, or all or substantially all of the assets of, any Person or any division or business thereof;
(ivvi) except for transactions in the ordinary course of business consistent with past practice, (A) make any capital expenditures; (B) acquire, enter into any option to acquire, or exercise any Commitment for the acquisition of any real property or other transaction involving nonrefundable deposits; (C) commence construction of, or enter into any Commitment to develop or construct, other real estate projects; (D) incur additional indebtedness (secured or unsecured); or (E) make any loans, advances, capital contributions or investments in any other Person;
(A) except for transactions in the ordinary course of business consistent with past practice, (i) mortgage, lease or subject to Lien any of the CPA16 Properties, (ii) pledge or otherwise encumber CPA16 Common Stock or (iii) sell, lease, mortgage, subject to Lien or otherwise dispose of any of its personal or intangible property, and (B) except as set forth on Schedule 3.2(b) (vii) of the CPA16 Disclosure Letter, directly or indirectly, sell or otherwise dispose of any of the CPA16 Properties or any equity interests in a CPA16 Subsidiary;
(viii) guarantee the indebtedness of another Person, enter into any “keep well” or other agreement to maintain any financial statement condition of another Person or enter into any arrangement having the economic effect of any of the foregoing other than in the ordinary course of business consistent with past practice;
(ix) (A) prepay, refinance or amend any existing indebtedness other than, in the case of refinancings and amendments, on terms more favorable than the terms of the existing indebtedness other than in the ordinary course of business consistent with past practice or (B) pay, discharge or satisfy any claims, Liabilities or obligations (absolute, accrued, asserted or unasserted, contingent or otherwise) other than the payment, discharge or satisfaction, in the ordinary course of business consistent with past practice or in accordance with their terms, of Liabilities reflected or reserved against in the balance sheet of CPA16 dated as of December 31, 2009;
(x) make or rescind any express or deemed election relating to Taxes (unless CPA16 reasonably determines after consultation with X. X. Xxxxx CPA14 that such action is required by Law or necessary to preserve CPA16’s qualification as a REIT or the tax classification of any other CPA16 Subsidiary which files Tax Returns as a partnership for federal Tax purposes, in which event CPA16 shall make such election in a timely manner); provided that nothing in this Agreement shall preclude CPA16 from designating dividends paid by it as “capital gain dividends” within the meaning of Section 857 of the Code, with the prior written consent of X. X. XxxxxCPA14, which will not be unreasonably withheld;
(vxi) (A) change in any material respect that is adverse to CPA16 any of its methods, principles or practices of accounting (including any method of accounting for Tax purposes) in effect or (B) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes, except in the case of settlements or compromises relating to Taxes on real property or sales Taxes in an amount not to exceed, individually or in the aggregate, $2,000,000100,000, or change any of its methods of reporting income or deductions for federal income Tax purposes from those employed in the preparation of its federal income Tax Return for the taxable year ended December 31, 20122009, except as to clauses (A) and (B) as may be required by the SEC, applicable Law or GAAP;
(vixii) waive, release, assign, settle or compromise any pending or threatened litigation, action or claim, including any shareholder derivative or class action claims other than settlements or compromises for litigation providing solely for the payment of money damages where the amount paid (after reduction by any insurance proceeds actually received or appropriate credits are applied from self-insurance reserves), in settlement or compromise, exceeds, individually or in the aggregate, $100,000, except where such settlement or compromise provides for a complete release of CPA16 and each applicable CPA16 Subsidiary for all claims and which do not provide for any admission of liability by CPA16 or any CPA16 Subsidiary;
(xiii) adopt any Employee Benefit Plan, incentive plan, severance plan, bonus plan, change in control, retention, retirement, health, life, disability, compensation or special remuneration plan, share option or similar plan, program, policy or arrangement, grant new share options, shares of restricted stock, share appreciation rights or other equity-based awards, or enter into any employment, severance, change in control, termination or retention agreement or any similar agreement or arrangement;
(xiv) enter into or amend or otherwise modify any material agreement or arrangement with persons that are Affiliates or, as of the date of this Agreement, are officers or directors of CPA16 or any CPA16 Subsidiary;
(xv) authorize, recommend, propose or announce an intention to adopt a plan of complete or partial liquidation or dissolution of CPA16CPA16 or Merger Sub;
(viixvi) amend or terminate, or waive compliance with the terms of, or breaches under, any CPA16 Material Contract or enter into a new contract, agreement or arrangement that, if entered into prior to the date of this Agreement, would have been required to have been listed in Schedule 2.2(u)(i) of the CPA16 Disclosure Letter and after giving effect to the Merger would have a CPA16 Material Adverse Effect;
(xvii) enter into, assume or acquire any asset subject to any Tax Protection Agreement;
(viiixviii) take any action or fail to take any action that could reasonably be expected to prevent, materially delay or materially impede the ability of the parties to consummate the Merger or that could reasonably be expected to prevent or impede the Merger from being governed by qualifying as a reorganization under Section 368(a) of the Code pursuant to this Agreement and the Joint Proxy Statement/Prospectus; or
(ixxix) authorize, commit or agree to take, or take any action inconsistent with any of the foregoing.
Appears in 1 contract
