Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in Article IV to be untrue in any material respect; or (ii) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.
Appears in 5 contracts
Samples: Merger Agreement (Ecollege Com), Merger Agreement (1 800 Contacts Inc), Merger Agreement (Neiman Marcus, Inc.)
Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, knowingly take or permit any action (ia) to cause its representations and warranties set forth in Article IV to be untrue in any material respect; or (iib) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or and Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement, the Purchase Agreement or any other financing commitments.
Appears in 3 contracts
Samples: Merger Agreement (Emageon Inc), Merger Agreement (Health Systems Solutions Inc), Merger Agreement (Health Systems Solutions Inc)
Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, knowingly take or permit any action (ia) to cause its representations and warranties set forth in Article IV to be untrue in any material respect; or (iib) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or and Merger Sub to consummate the Offer or the Merger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Emageon Inc), Merger Agreement (AMICAS, Inc.)
Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in Article IV V to be untrue in any material respect; respect or (ii) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Ace Comm Corp), Merger Agreement (Ace Comm Corp)
Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in Article IV V to be untrue in any material respect; or (ii) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (Hospitality Properties Trust), Merger Agreement (Travelcenters of America LLC)
Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between from the date of this Agreement until the earlier of the Effective Time and the Effective Timevalid termination of this Agreement in accordance with Article VIII, it shall not, directly or indirectly, not take any action (i) including any action with respect to cause its representations and warranties set forth in Article IV to be untrue in any material respect; or (iia third party) that would, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay prevent or materially delay, impede or hinder the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this AgreementMerger.
Appears in 1 contract
Conduct of Business of Parent and Merger Sub Pending the Merger. Each of Parent and Merger Sub agrees that, between the date of this Agreement and the Effective Time, it shall not, directly or indirectly, take any action (i) to cause its representations and warranties set forth in Article IV to be untrue in any material respect; or (ii) that would, or would reasonably be expected towill, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent or Merger Sub to consummate the Merger or the other transactions contemplated by this Agreement.
Appears in 1 contract
Samples: Merger Agreement (Penton Media Inc)