Common use of Material Third Party Consents Clause in Contracts

Material Third Party Consents. Schedule 2.24 lists all contracts that require a novation or consent to the Merger or change of control, as the case may be, prior to the Effective Time so that such contracts may remain in full force and effect after the Closing which, if no novation occurs or if no consent to the Merger or change of control is obtained, would have a Material Adverse Effect on Parent’s ability to operate the business in the same manner as the business was operated by Company prior to the Effective Time.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Bea Systems Inc), Agreement and Plan of Merger (Plumtree Software Inc)

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Material Third Party Consents. Schedule 2.24 2.23 lists all contracts Material -------------------------------- Contracts that require a novation or consent to the Merger or change of control, as the case may be, prior to the Effective Time so that such contracts may remain in full force and effect after the Closing (the "Company Contracts Requiring Novation or Consent") which, if no novation occurs or if no consent to the Merger or change of control is obtained, would have a Material Adverse Effect on Parent’s 's ability to operate the business in substantially the same manner as the business was operated by the Company prior to the Effective Time.

Appears in 1 contract

Samples: Voting Agreement (Gish Biomedical Inc)

Material Third Party Consents. Schedule 2.24 lists all contracts that require a novation or consent to the Merger or change of control, as the case may be, prior to the Effective Time so that such contracts may remain in full force and effect after the Closing (the "Contracts Requiring Novation or Consent to Change of Control") which, if no novation occurs or if no consent to the Merger or change of control is obtained, would have a Material Adverse Effect on Parent’s 's ability to operate the business in the same manner as the business was operated by Company prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Speedfam Ipec Inc)

Material Third Party Consents. Schedule 2.24 2.25 lists all contracts that require a novation or consent to the Merger or change of control, as the case may be, prior to the Effective Time so that such contracts may remain in full force and effect after the Closing (the "Contracts Requiring Novation or Consent to Change of Control") which, if no novation occurs or if no consent to the Merger or change of control is obtained, would have a Material Adverse Effect on Parent’s 's ability to operate the business in the same manner as the business was operated by Company prior to the Effective Time.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Novellus Systems Inc)

Material Third Party Consents. Schedule 2.24 4.22 lists all contracts that require a novation or consent to the Merger or change of control, as the case may beTransaction, prior to the Effective Time Closing Date so that such contracts may remain in full force and effect after the Closing which, if no novation occurs or if no consent to the Merger or change of control is obtainedTransaction, would have a Material Adverse Effect on ParentPurchaser’s ability to operate the business Business in the same manner as the business Business was operated by Company Seller prior to the Effective TimeClosing Date.

Appears in 1 contract

Samples: Asset Purchase Agreement (Odimo INC)

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Material Third Party Consents. Schedule 2.24 2.30 lists all contracts Contracts that require a novation or consent to the Merger or change of control, as the case may be, prior to the Effective Time so that such contracts Contracts may remain in full force and effect after the Closing which, if no novation occurs (the "Contracts Requiring Novation or if no consent Consent to the Merger or change Change of control is obtained, would have a Material Adverse Effect on Parent’s ability to operate the business in the same manner as the business was operated by Company prior to the Effective TimeControl").

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (PLX Technology Inc)

Material Third Party Consents. Schedule 2.24 4.29 lists all contracts that require a novation or consent to the Merger or change of control, as the case may beTransaction, prior to the Effective Time Closing Date so that such contracts may remain in full force and effect after the Closing which, if no novation occurs or if no consent to the Merger or change of control is obtainedTransaction, would have a Material Adverse Effect on ParentPurchaser’s ability to operate the business Business in the same manner as the business Business was operated by Company Seller prior to the Effective Time.

Appears in 1 contract

Samples: Asset Purchase Agreement (Odimo INC)

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