Common use of Conduct of Business of Parent and Merger Sub Pending the Merger Clause in Contracts

Conduct of Business of Parent and Merger Sub Pending the Merger. From and after the date hereof and prior to the Effective Time, and except as may otherwise be required by applicable Law, each of Parent and Merger Sub agrees that it shall not, directly or indirectly, take any action that is intended to or that would reasonably be expected to (a) materially adversely affect or materially delay the ability of Parent or Merger Sub to obtain any necessary approvals of any Governmental Entity necessary for the consummation of the transactions contemplated hereby or to perform its covenants or agreements set forth herein, (b) cause its representations and warranties set forth in Article V to be untrue in any material respect or (c) otherwise, individually or in the aggregate, have a Parent Material Adverse Effect.

Appears in 3 contracts

Samples: Merger Agreement (Trustco Holdings, Inc.), Merger Agreement (Health Fitness Corp /MN/), Merger Agreement (Ashworth Inc)

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Conduct of Business of Parent and Merger Sub Pending the Merger. From and after the date hereof and prior to the Effective Time, and except as may otherwise be required by applicable Law, each of Parent and Merger Sub agrees that it shall not, directly or indirectly, take any action that which is intended to or that which would reasonably be expected to (a) materially adversely affect or materially delay the ability of Parent or Merger Sub to obtain any necessary approvals of any Governmental Entity necessary for the consummation of the transactions contemplated hereby or to perform hereby, (b) prevent it from performing its covenants or agreements set forth hereinagreements, (bc) cause its representations and warranties set forth in Article V IV to be untrue in any material respect respect, or (cd) otherwise, individually or in the aggregate, have a Parent Material Adverse Effect.

Appears in 2 contracts

Samples: Merger Agreement (Harbin Electric, Inc), Merger Agreement (Harbin Electric, Inc)

Conduct of Business of Parent and Merger Sub Pending the Merger. From and after the date hereof and prior to the Effective Time, and except as may otherwise be required by applicable Law, each of Parent and Merger Sub agrees agree that it shall not, directly or indirectly, take any action that which is intended to or that which would reasonably be expected to (a) materially adversely affect or materially delay the ability of Parent or Merger Sub to obtain from obtaining any necessary approvals of any Governmental Entity necessary for the consummation of the transactions contemplated hereby or to perform hereby, (b) performing its covenants or agreements set forth hereinagreements, (bc) cause its representations and warranties set forth in Article V ‎IV to be untrue in any material respect or (cd) otherwise, individually or in the aggregate, have a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Fly Leasing LTD)

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Conduct of Business of Parent and Merger Sub Pending the Merger. From and after the date hereof of this Agreement and prior to the Effective Time, and except as may otherwise be required by applicable Law, each of Parent and Merger Sub agrees agree that it shall not, directly or indirectly, take any action that which is intended to or that which would reasonably be expected to to: (a) materially adversely affect or materially delay the ability of Parent or Merger Sub to (i) obtain any necessary approvals of any Governmental Entity Authority necessary for the consummation of the transactions contemplated hereby hereby, or to (ii) perform its covenants or agreements set forth herein, hereunder; (b) cause its representations and warranties set forth in Article V to be untrue in any material respect respect; or (c) otherwise, individually or in the aggregate, have cause a Parent Material Adverse Effect.

Appears in 1 contract

Samples: Merger Agreement (Hi Shear Technology Corp)

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