Conduct of Business by Parent Pending the Merger. Parent and Merger Sub covenant and agree with the Company that between the date hereof and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent shall not, and shall not permit any of its Subsidiaries to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in, individually or in the aggregate, a Parent Material Adverse Effect.
Appears in 4 contracts
Samples: Merger Agreement (Multimedia Games Holding Company, Inc.), Merger Agreement (Bally Technologies, Inc.), Merger Agreement (Scientific Games Corp)
Conduct of Business by Parent Pending the Merger. Parent and Merger Acquisition Sub covenant and agree with the Company that between the date hereof and the earlier of the Effective Time and or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent shall not, and Acquisition Sub shall not permit amend or otherwise change any of its Subsidiaries tothe Parent Organizational Documents, take except as may be agreed in writing by the Company and except for any amendments or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which changes as would not reasonably be expected to result inprevent, individually delay or in impair the aggregate, a ability of Parent Material Adverse Effectand Acquisition Sub to consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 3 contracts
Samples: Merger Agreement (Home Point Capital Inc.), Merger Agreement (Servicesource International, Inc.), Merger Agreement (Corelogic, Inc.)
Conduct of Business by Parent Pending the Merger. Parent and Merger Sub covenant and agree with the Company that between the date hereof of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent shall not, and shall not permit any of its Subsidiaries to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in, individually prevent or in delay the aggregate, a Parent Material Adverse Effectreceipt of the Antitrust Approvals or the Required Gaming Approvals.
Appears in 2 contracts
Samples: Merger Agreement (Bally Technologies, Inc.), Merger Agreement (SHFL Entertainment Inc.)
Conduct of Business by Parent Pending the Merger. Parent and Merger Acquisition Sub covenant and agree with the Company that between the date hereof and the earlier of the Effective Time and or the dateearlier termination of this Agreement, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent and Acquisition Sub shall not, and shall not permit any of its Subsidiaries subsidiaries to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations that would prevent or business combinations) which would reasonably be expected to result in, individually or in materially delay the aggregate, a Parent Material Adverse Effectconsummation of the Transactions.
Appears in 2 contracts
Samples: Merger Agreement (Steinway Musical Instruments Inc), Merger Agreement (Steinway Musical Instruments Inc)
Conduct of Business by Parent Pending the Merger. Parent and Merger Sub covenant and agree with the Company that between the date hereof and the earlier of the Effective Time and or the dateearlier termination of this Agreement, if any, on which this Agreement is terminated pursuant to Section 8.17.1, Parent and Merger Sub shall not, and shall not permit any of its Subsidiaries subsidiaries to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which that would reasonably be expected to result in, individually prevent or in materially delay the aggregate, a Parent Material Adverse Effectconsummation of the Transactions.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Norcraft Companies, Inc.), Merger Agreement (Fortune Brands Home & Security, Inc.)
Conduct of Business by Parent Pending the Merger. Parent and Merger Sub covenant and agree with the Company that that, between the date hereof of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1ARTICLE 7, except as required by applicable Law, Parent and Merger Sub shall not, and shall not permit any of its their Subsidiaries to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which that would reasonably be expected to result in, individually prevent or in materially delay the aggregate, a Parent Material Adverse Effectconsummation of the Merger and the other Transactions.
Appears in 1 contract
Samples: Merger Agreement (Techpoint, Inc.)
Conduct of Business by Parent Pending the Merger. Parent and Merger Acquisition Sub covenant and agree with the Company that between the date hereof and the earlier of the Effective Time and or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent shall not, and Acquisition Sub shall not permit amend or otherwise change any of its Subsidiaries tothe Parent Organizational Documents, take except as may be agreed in writing by the Company and except for any amendments or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which changes as would not reasonably be expected to result inprevent, individually delay or in impair the aggregate, a ability of Parent Material Adverse Effectto consummate the Merger and the other transactions contemplated by this Agreement.
Appears in 1 contract
Conduct of Business by Parent Pending the Merger. Parent and Merger Acquisition Sub covenant and agree with the Company that that, between the date hereof of this Agreement and the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 8.1, Parent shall not, and Acquisition Sub shall not permit any of its Subsidiaries to, take or agree to take any action (including entering into agreements with respect to any acquisitions, mergers, consolidations or business combinations) which would reasonably be expected to result in, individually or in the aggregate, have a Parent Material Adverse Effect.
Appears in 1 contract