Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, without the prior written consent of the Company, Parent will not, and will cause each of its Subsidiaries not to:
Forbearances of Parent. During the period from the date of this Agreement to the Effective Time, except as set forth in Section 5.3 of the Parent Disclosure Schedule, as expressly required by this Agreement or as required by Law, Parent shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written consent of Company:
Forbearances of Parent. Except as expressly contemplated by this Agreement and the Stock Option Agreement, without the prior written consent of the Company, Parent will not, and will cause each of its Subsidiaries not to, knowingly take any action which could reasonably be expected to result in (a) any of its representations and warranties set forth in this Agreement (subject to the standard set forth in Section 5.02) or the Stock Option Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time or (b) any of the conditions to the Merger set forth in Article VII not being satisfied, except, in each case, as may be expressly required by applicable law.
Forbearances of Parent. 20 ARTICLE V
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement or as Previously Disclosed, without the prior written consent of Hawthorne, not to be unreasonably withheld, Parent will not, and will cause each of its Subsidiaries not to:
Forbearances of Parent. During the period from the date of this Agreement to the earlier of the Effective Time and any termination of this Agreement, except as expressly contemplated or permitted by this Agreement, Parent shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Company, (a) amend, repeal or otherwise modify any provision of Parent’s certificate of incorporation or bylaws (other than those that would not adversely affect Company’s, Holders’ or Parent’s ability to consummate the transactions contemplated hereby), (b) take any action or fail to take any action, which action or failure to act would, or could reasonably be expected to, prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code, (c) take any action that is intended or is reasonably likely to result in any of its representations or warranties of Parent set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, or in any of the conditions to the Mergers set forth in Article VII not being satisfied, except, in each case, as may be required by applicable law, (d) take any action (including entering into a merger or acquisition transaction) that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of Parent to obtain the necessary approvals of any Regulatory Agency or any Governmental Entity required for the consummation of the transactions contemplated by this Agreement, or (e) agree, resolve or make any commitment to take any of the actions prohibited by this Section 5.3.
Forbearances of Parent. 16 ARTICLE V REPRESENTATIONS AND WARRANTIES 5.01
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, without the prior written consent of the Company, Parent will not, and will cause each of Parent’s Subsidiaries not to, take or omit to take, or agree or commit to take or omit to take, any action that would result in (i) any of Parent’s representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied or (iii) a material violation of any provision of this Agreement, except as may be required by applicable law or regulation.
Forbearances of Parent. 15 ARTICLE V
Forbearances of Parent. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement or as Previously Disclosed, without the prior written consent of Slippery Rock, not to be unreasonably withheld, Parent will not, and will cause each of its Subsidiaries not to:
