Common use of Limitation on Conduct Prior to Effective Time of the Merger Clause in Contracts

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the Effective Time of the Merger, except as expressly provided in this Agreement, Parent and Merger Sub shall not, without the prior written consent of Company and Company Sub, which consent shall not unreasonably be withheld or delayed: (a) take any action which would or is reasonably likely to (i) adversely affect the ability of Parent to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect Parent’s ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of Company’s, Company Sub’s or Parent’s obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; or (b) agree or make any commitment to take any actions prohibited by this Section 7.1.

Appears in 3 contracts

Samples: Merger Agreement (Cohesant Technologies Inc), Merger Agreement (Graco Inc), Merger Agreement (CIPAR Inc.)

AutoNDA by SimpleDocs

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the Effective Time of the Merger, except as expressly provided in this Agreement, each of Parent and Merger Sub its controlled Subsidiaries shall not, without the prior written consent of Company and Company SubCompany, which consent Company shall not unreasonably be withheld withhold or delayeddelay: (a) take any action which would or is reasonably likely to (i) adversely affect the ability of Parent to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect Parent’s ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of Company’s, Company Sub’s or Parent’s obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; or (b) agree or make any commitment to take any actions prohibited by this Section 7.1.

Appears in 2 contracts

Samples: Merger Agreement (Glaxosmithkline PLC), Merger Agreement (CNS Inc /De/)

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the Effective Time of the Merger, except as expressly provided in contemplated by this Agreement, each of Parent and Merger Sub its Subsidiaries shall not, without the prior written consent of Company and Company SubCompany, which consent Company shall not unreasonably be withheld withhold or delayeddelay: (a) take any action which would or is reasonably likely to (i) materially adversely affect the ability of Parent or Merger Sub to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) materially adversely affect Parent’s or Merger Sub’s ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of Company’s, Company SubParent’s or ParentMerger Sub’s obligations hereunder, as set forth in Articles 9, 10 or 11 herein herein, not being satisfied; or (b) agree or make any commitment to take any actions prohibited by this Section 7.1.

Appears in 2 contracts

Samples: Merger Agreement (Bottomline Technologies Inc /De/), Merger Agreement (Optio Software Inc)

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the Effective Time of the Merger, except as expressly provided in contemplated by this AgreementAgreement and subject to requirements of Law, each of Parent and Merger Sub its Subsidiaries shall not, without the prior written consent of Company and Company Sub, which consent shall not unreasonably be withheld or delayedCompany: (a) take any action which would or is reasonably likely to (i) adversely affect the ability of Parent to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect Parent’s ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of Company’s, Company Sub’s or Parent’s obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; or (b) agree or make any commitment to take any actions prohibited by this Section 7.1.

Appears in 1 contract

Samples: Merger Agreement (Bancwest Corp/Hi)

AutoNDA by SimpleDocs

Limitation on Conduct Prior to Effective Time of the Merger. Between the date hereof and the Effective Time of the Merger, except as expressly provided in contemplated by this Agreement, each of Parent and Merger Sub its Subsidiaries shall not, without the prior written consent of Company and Company SubCompany, which consent Company shall not unreasonably be withheld withhold or delayeddelay: (a) take any action which would or is reasonably likely to (i) adversely affect the ability of Parent to obtain any necessary approvals of any Governmental Entity required for the transactions contemplated hereby; (ii) adversely affect Parent’s ability to perform its covenants and agreements under this Agreement; or (iii) result in any of the conditions to the performance of Company’s, Company Sub’s or Parent’s obligations hereunder, as set forth in Articles 9, 10 or 11 herein not being satisfied; or (b) agree or make any commitment to take any actions prohibited by this Section 7.1.

Appears in 1 contract

Samples: Merger Agreement (RTW Inc /Mn/)

Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!