Conduct of Shareholder. Until any termination of this Agreement in accordance with its terms, each Shareholder that is not an individual (i) shall maintain its status as duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) shall not dissolve, merge or combine with any Person, or adopt any plan of complete or partial liquidation, in each case, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, it being agreed that Parent may withhold its consent if in its judgment the proposed action would jeopardize the benefits intended to be provided to Parent and Merger Sub under this Agreement.
Appears in 11 contracts
Samples: Shareholders Agreement (Auto Club Insurance Association), Shareholders Agreement (Goldman Sachs Group Inc), Shareholders Agreement (Goldman Sachs Group Inc)
Conduct of Shareholder. Until any termination of this Agreement in accordance with its terms, each Shareholder that is not an individual (i) shall maintain its status as duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) shall not dissolve, merge or combine with any Person, or adopt any plan of complete or partial liquidation, in each case, without the prior written consent of ParentPurchaser, which consent shall not be unreasonably withheld or delayed, it being agreed that Parent Purchaser may withhold its consent only if in its reasonable judgment the proposed action would jeopardize the benefits intended to be provided to Parent and Merger Sub Purchaser under this Agreement.
Appears in 10 contracts
Samples: Support Agreement (American International Group Inc), Support Agreement (eTelecare Global Solutions, Inc.), Support Agreement (eTelecare Global Solutions, Inc.)
Conduct of Shareholder. Until any termination of this Agreement in accordance with its terms, each Shareholder that who is not an individual a natural person (i) shall maintain its status as duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) shall not dissolve, merge or combine with any Person, or adopt any plan of complete or partial liquidation, in each case, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, it being agreed that Parent may withhold its consent if in its judgment the proposed action would jeopardize the benefits intended to be provided to Parent and Merger Sub Purchaser under this Agreement.
Appears in 2 contracts
Samples: Voting Agreement (Deb Shops Inc), Voting Agreement (Lee Funding GP, LLC)
Conduct of Shareholder. Until any termination of this Agreement in accordance with its terms, each Shareholder that is the Shareholder, if not an individual individual, (i) shall maintain its status as duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization and (ii) shall not dissolve, merge or combine with any Person, or adopt any plan of complete or partial liquidation, in each case, without the prior written consent of Parent, which consent shall not be unreasonably withheld or delayed, it being agreed that Parent may withhold its consent if in its judgment the proposed action would jeopardize the benefits intended to be provided to Parent and Merger Sub under this Agreement.
Appears in 2 contracts
Samples: Merger Agreement (ICC Holdings, Inc.), Merger Agreement (ICC Holdings, Inc.)