Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, unless the Company shall otherwise agree in writing, Parent shall, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Legato Systems Inc), Agreement and Plan of Merger (Emc Corp)
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.2 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shallshall conduct its business, and cause the businesses of Merger Sub to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or Merger Sub in contemplation of the Merger, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Aarow Environmental Group Inc), Agreement and Plan of Merger (Precis Smart Card Systems Inc)
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shallshall conduct its business, and cause the businesses of its subsidiaries to be conducted, only in the ordinary course of business and in a manner consistent with past practices, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Samples: Agreement and Plan of Merger (New Stat Healthcare Inc)
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shallshall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, that during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, except as set forth in Section 4.03 of the Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, (i) Parent shallshall conduct its business, and shall cause the businesses of its Subsidiaries tosubsidiaries to be conducted, conduct their in the ordinary course of business and consistent with past practice, including actions taken by Parent or its subsidiaries in compliance in all material respects with all applicable laws contemplation of the Merger, and regulations and (ii) Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Samples: Agreement and Plan of Merger and Reorganization (Raychem Corp)
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shall, and shall cause conduct its Subsidiaries to, conduct their business in compliance in all material respects the ordinary course of business and consistent with all applicable laws and regulations and Parent shall not past practice and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, unless the Company shall otherwise agree in writing, Parent shallshall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or and the Effective Timeconsummation of the Merger, Acquiror covenants and agrees that, unless the Company shall otherwise agree in writing, Acquiror shall take all action necessary so that (i) Parent shallshall conduct its business, and shall cause the businesses of its Subsidiaries tosubsidiaries to be conducted, conduct their in the ordinary course of business and consistent with past practice, including actions taken by Parent or its subsidiaries in contemplation of the Merger or other business acquisitions otherwise in compliance in all material respects with all applicable laws this Agreement, and regulations and (ii) Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;, which shall not be unreasonably withheld or delayed:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Novametrix Medical Systems Inc)
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.03 of Parent Disclosure Schedule or as contemplated by the ADT Merger Agreement or unless the Company shall otherwise agree in writing, Parent shallshall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Conduct of Business by Parent Pending the Merger. (a) Parent covenants and agrees that, during During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, Parent covenants and agrees that, except as set forth in Section 4.03 of Parent Disclosure Schedule or unless the Company shall otherwise agree in writing, Parent shallshall conduct its business, and cause the businesses of its subsidiaries to be conducted, in the ordinary course of business and consistent with past practice, other than actions taken by Parent or its subsidiaries in contemplation of the Merger, and shall cause its Subsidiaries to, conduct their business in compliance in all material respects with all applicable laws and regulations and Parent shall not and shall not permit its Subsidiaries to, during the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement or the Effective Time, directly or indirectly do, or propose to do, any of the following without the prior written consent of the Company;:
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco International LTD /Ber/)