Common use of Conduct of Parent Clause in Contracts

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement.

Appears in 3 contracts

Samples: Merger Agreement, Merger Agreement (Palm Inc), Merger Agreement (Hewlett Packard Co)

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Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective TimeClosing, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Buyer to consummate the Merger Offer or the other transactions contemplated by this Agreement, including the financing thereof.

Appears in 2 contracts

Samples: Purchase Agreement (Biomarin Pharmaceutical Inc), Purchase Agreement (Prosensa Holding N.V.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, to or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement on the terms and subject to the conditions set forth in this of this Agreement.

Appears in 2 contracts

Samples: Merger Agreement, Merger Agreement (Ingram Micro Inc)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof.

Appears in 2 contracts

Samples: Merger Agreement (Ruby Tuesday Inc), Merger Agreement (Lumos Networks Corp.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action action, in each case, in bad faith, that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof.

Appears in 2 contracts

Samples: Merger Agreement (Fogo De Chao, Inc.), Merger Agreement (Fogo De Chao, Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof, ​ ​ provided, however, that this ‎Section 7.01 shall not apply to the matters covered by ‎Section 8.01, which shall be exclusively governed by ‎Section 8.01.

Appears in 2 contracts

Samples: Merger Agreement (Chase Corp), Merger Agreement (Chase Corp)

Conduct of Parent. Subject in all respects to Section 8.01 of this Agreement, Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this AgreementTransactions, including any financing thereof.

Appears in 1 contract

Samples: Merger Agreement (Intl Fcstone Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries controlling Affiliates not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this Agreement, including any financing thereof.

Appears in 1 contract

Samples: Merger Agreement (AssetMark Financial Holdings, Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries Affiliates not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof.

Appears in 1 contract

Samples: Merger Agreement (Cross Country Healthcare Inc)

Conduct of Parent. Subject in all respects to Section 8.01 of this Agreement, Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this AgreementTransactions, including any financing thereof. Section 7.02.

Appears in 1 contract

Samples: Merger Agreement (GAIN Capital Holdings, Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof.

Appears in 1 contract

Samples: Merger Agreement (Tribune Publishing Co)

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Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or Transactions, including the other transactions contemplated by this Agreementfinancing thereof.

Appears in 1 contract

Samples: Merger Agreement (BTRS Holdings Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof; provided, however, that this Section 7.01 shall not apply to the matters covered by Section 8.01, which shall be exclusively governed by Section 8.01.

Appears in 1 contract

Samples: Merger Agreement (PGT Innovations, Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement, including the Financing; provided, that this Section 7.01 shall not limit or restrict Parent from exercising any of its rights under this Agreement.

Appears in 1 contract

Samples: Merger Agreement (Chemtura CORP)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries Affiliates not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay or materially impede the ability of Parent and Merger Subsidiary Sub to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof; provided, however, that this Section 7.01 shall not apply to the matters covered by Section 8.01, which shall be exclusively governed by Section 8.01.

Appears in 1 contract

Samples: Merger Agreement (Altair Engineering Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, prevent, materially delay prevent or materially impede impair the ability of Parent and Merger Subsidiary to consummate the Merger or the other transactions contemplated by this Agreement, including the financing thereof.

Appears in 1 contract

Samples: Merger Agreement (Zep Inc.)

Conduct of Parent. Parent shall not, and shall cause its Subsidiaries not to, from the date of this Agreement to the Effective Time, take any action or fail to take any action that is intended to, or would reasonably be expected to, individually or in the aggregate, (i) result in any of the conditions to effecting the Merger becoming incapable of being satisfied, or (ii) prevent, materially delay or materially impede the ability of Parent and or Merger Subsidiary to consummate the Merger or the other transactions contemplated by this AgreementTransactions, including the financing thereof.

Appears in 1 contract

Samples: Merger Agreement (JIAYUAN.COM International LTD)

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