No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 21 contracts
Samples: Agreement and Plan of Merger (Fly Leasing LTD), Agreement and Plan of Merger (Forterra, Inc.), Agreement and Plan of Merger (Red Lion Hotels CORP)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 21 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Phoenix Companies Inc/De), Agreement and Plan of Merger (Peerless Systems Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 20 contracts
Samples: Agreement and Plan of Merger (Delta Natural Gas Co Inc), Agreement and Plan of Merger (Washington Gas Light Co), Agreement and Plan of Merger (Sagent Pharmaceuticals, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeMerger Sub’s operations. Prior to the Effective Time, each of Parent, Merger Sub and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 17 contracts
Samples: Agreement and Plan of Merger (China Index Holdings LTD), Agreement and Plan of Merger (SORL Auto Parts Inc), Agreement and Plan of Merger (Highpower International, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentBuyer, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Buyer or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Buyer shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 13 contracts
Samples: Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Eagle Bancorp Montana, Inc.), Agreement and Plan of Merger (Sunnyside Bancorp, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations, subject to the provisions in Section 6.01.
Appears in 12 contracts
Samples: Agreement and Plan of Merger (Morphic Holding, Inc.), Agreement and Plan of Merger (TSR Inc), Agreement and Plan of Merger (Alpine Immune Sciences, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Subsidiary, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 11 contracts
Samples: Agreement and Plan of Merger (TravelCenters of America Inc. /MD/), Agreement and Plan of Merger, Agreement and Plan of Merger (CVS HEALTH Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 10 contracts
Samples: Voting Agreement (Vanguard Health Systems Inc), Agreement and Plan of Merger (Young Innovations Inc), Agreement and Plan of Merger (Hologic Inc)
No Control of Other Party’s Business. Nothing Subject to the terms and conditions of this Agreement, nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 8 contracts
Samples: Voting and Support Agreement (Transocean Ltd.), Voting and Support Agreement (Transocean Ltd.), Agreement and Plan of Merger (Amc Entertainment Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations the Company Bank prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations Subsidiaries prior to or after the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Home Federal Bancorp, Inc. Of Louisiana), Agreement and Plan of Merger (Home Bancorp, Inc.), Agreement and Plan of Merger (Home Bancorp, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ Subsidiaries respective operations.
Appears in 7 contracts
Samples: Agreement and Plan of Merger (Zebra Technologies Corp/De), Agreement and Plan of Merger (Kerzner International LTD), Agreement and Plan of Merger (Station Casinos Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Purchaser shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Iberiabank Corp), Agreement and Plan of Merger (Iberiabank Corp), Agreement and Plan of Merger (Iberiabank Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations, subject to the provisions in Section 5.01.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Dermira, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeOffer Closing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeOffer Closing Date. Prior to the Effective TimeOffer Closing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Mens Wearhouse Inc), Agreement and Plan of Merger (Bank Jos a Clothiers Inc /De/), Agreement and Plan of Merger (Teva Pharmaceutical Industries LTD)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Cape Bancorp, Inc.), Agreement and Plan of Merger (CommunityOne Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeOffer Closing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeOffer Closing Date. Prior to the Effective TimeOffer Closing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Healthtronics, Inc.), Agreement and Plan of Merger (Indevus Pharmaceuticals Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeOffer Closing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeOffer Closing Date. Prior to the Effective TimeOffer Closing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cardiac Science CORP), Agreement and Plan of Merger (Endo Pharmaceuticals Holdings Inc), Agreement and Plan of Merger (Perceptive Advisors LLC)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its Subsidiaries’ subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ subsidiaries' respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kratos Defense & Security Solutions, Inc.), Agreement and Plan of Merger (Neiman Marcus Group Inc), Agreement and Plan of Merger (Grey Global Group Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Share Acceptance Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct the Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (HeartWare International, Inc.), Agreement and Plan of Merger (COV Delaware Corp), Agreement and Plan of Merger (Ev3 Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations. This Section 5.3 shall in no way limit any other provision of this Agreement.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Electro Scientific Industries Inc), Agreement and Plan of Merger (MKS Instruments Inc), Agreement and Plan of Merger (Newport Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Company, directly or indirectly, the right to control or direct Parent’s or any Parent Subsidiary’s operations prior to the Effective Time, and nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the CompanyCompany or any Company Subsidiary’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Kite Realty Group, L.P.), Agreement and Plan of Merger (Retail Properties of America, Inc.), Agreement and Plan of Merger (Inland Diversified Real Estate Trust, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Purchaser and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.), Agreement and Plan of Merger (People's United Financial, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Parent and Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Oceanfirst Financial Corp), Agreement and Plan of Merger (Capital Bank Financial Corp.), Agreement and Plan of Merger (First Horizon National Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeat any time. Prior to the Effective Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Trustco Holdings, Inc.), Agreement and Plan of Merger (Health Fitness Corp /MN/), Agreement and Plan of Merger (I Flow Corp /De/)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Planar Systems Inc), Agreement and Plan of Merger (Stec, Inc.), Agreement and Plan of Merger (Stec, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Trust Agreement (Bluegreen Vacations Holding Corp), Trust Agreement (Hilton Grand Vacations Inc.), Agreement and Plan of Merger (Ashworth Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Quadramed Corp), Agreement and Plan of Merger (PeopleSupport, Inc.), Agreement and Plan of Merger (Francisco Partners II LP)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent Bank or Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent Bank or its Subsidiaries’ operations Parent prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement of Merger (First Choice Bancorp), Agreement and Plan of Reorganization and Merger (Sierra Bancorp), Agreement and Plan of Reorganization and Merger (Sierra Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.. ARTICLE VI
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.), Agreement and Plan of Merger (Gordmans Stores, Inc.)
No Control of Other Party’s Business. Nothing Without in any way limiting any Party’s rights or obligations under this Agreement (including Section 5.1 and Section 5.2), nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Zhangmen Education Inc.), Agreement and Plan of Merger (Centurium Capital Partners 2018, L.P.), Agreement and Plan of Merger (China Biologic Products Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ Merger Sub’s operations prior to the Effective Time. Prior to the Effective Time, each of the Company Company, Parent and Parent Merger Sub shall exercise, consistent with the terms and conditions of this Agreement, complete and independent control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/), Agreement and Plan of Merger (Hecla Mining Co/De/)
No Control of Other Party’s Business. Nothing contained Without in any way limiting any parties’ rights or obligations under this Agreement, the parties acknowledge and agree that the restrictions set forth in this Agreement shall are not intended to give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ operations or give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Hess Corp), Agreement and Plan of Merger (Chevron Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ Subsidiaries respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Scopus Video Networks Ltd.), Agreement and Plan of Merger (Harmonic Inc), Agreement and Plan of Merger (Scopus Video Networks Ltd.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, US Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Avista Corp), Agreement and Plan of Merger
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations any Company Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or any of its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (CAI International, Inc.), Agreement and Plan of Merger (Peak Resorts Inc), Agreement and Plan of Merger (Vail Resorts Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parentany of the Parent Entities, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (PNK Entertainment, Inc.), Agreement and Plan of Merger (Ameristar Casinos Inc), Agreement and Plan of Merger (Pinnacle Entertainment Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its the Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Industrial Distribution Group Inc), Agreement and Plan of Merger (King Luther Capital Management Corp), Agreement and Plan of Merger (Industrial Distribution Group Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct the Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ Subsidiaries respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger and Reorganization (Spansion Inc.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.), Agreement and Plan of Merger and Reorganization (Saifun Semiconductors Ltd.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ subsidiaries' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective subsidiaries' operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Osmonics Inc), Agreement and Plan of Merger (Rouse Company), Agreement and Plan of Merger (General Growth Properties Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Company Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its the Company Subsidiaries’ respective operations.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Avantor, Inc.), Agreement and Plan of Merger (VWR Corp), Agreement and Plan of Merger (Igate Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall to give the Company, directly or indirectly, the right to control or direct the Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its operations and its respective Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Shamir Optica Holdings A.C.S. Ltd.), Agreement and Plan of Merger (Essilor International /Fi)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Share Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Share Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Stryker Corp), Agreement and Plan of Merger (Orthovita Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Buyer, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeClosing, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ Buyer’s operations prior to the Effective TimeClosing. Prior to the Effective TimeClosing, each of the Company Company, Parent and Parent Buyer shall exercise, consistent with the terms and conditions of this Agreement, complete and independent control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Hecla Mining Co/De/), Asset Purchase Agreement (Hecla Mining Co/De/)
No Control of Other Party’s Business. Nothing Without in any way limiting any Party’s rights or obligations under this Agreement (including Sections 5.1 and 5.2), nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Vivint Solar, Inc.), Agreement and Plan of Merger (Genesee & Wyoming Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s operations or its Subsidiaries’ give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the First Effective Time. Prior to the First Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Renovacor, Inc.), Agreement and Plan of Merger (Rocket Pharmaceuticals, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Buyer, directly or indirectly, the right to control or direct the Company’s, Company Subsidiary’s or its any of their respective Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeClosing. Prior to the Effective TimeClosing, each of the Company, Company Subsidiary and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Stock Purchase Agreement (General Electric Co), Stock Purchase Agreement (Neogenomics Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Medical Alert Corp), Agreement and Plan of Merger (Syniverse Technologies Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ operations or give Parent, directly or indirectly, the right to control or direct the Company’s or any of its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Nuvasive Inc), Agreement and Plan of Merger (Globus Medical Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this AgreementAgreement (including Section 5.1), complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McKesson Corp), Agreement and Plan of Merger (PSS World Medical Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeClosing Date, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeClosing Date. Prior to the Effective TimeClosing Date, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its respective Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Clark Holdings Inc.), Agreement and Plan of Merger (Novell Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omrix Biopharmaceuticals, Inc.), Agreement and Plan of Merger (Johnson & Johnson)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Purchaser, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimePurchaser’s operations. Prior to the Effective Time, each of the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Arrangement Agreement (Score Media & Gaming Inc.), Arrangement Agreement (Penn National Gaming Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Emagin Corp), Agreement and Plan of Merger (Harman International Industries Inc /De/)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct ParentGuarantor’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Guarantor shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Continental Building Products, Inc.), Agreement and Plan of Merger (Continental Building Products, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Quality Care Properties, Inc.), Agreement and Plan of Merger (Welltower Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Per Se Technologies Inc), Agreement and Plan of Merger (McKesson Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its the Company Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall or to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Merger Agreement (Avaya Inc), Merger Agreement (Radvision LTD)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeClosing, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective TimeClosing, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Horton D R Inc /De/), Agreement and Plan of Merger (Forestar Group Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including Section 7.1, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Icahn Enterprises Holdings L.P.), Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ any Parent Subsidiary’s operations prior to the Company Merger Effective Time, and nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct Company or any Company Subsidiary’s operations prior to the Partnership Merger Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Farmland Partners Inc.), Agreement and Plan of Merger (American Farmland Co)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Purchaser, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Minerals Technologies Inc), Agreement and Plan of Merger (Amcol International Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parentany of the Parent Entities, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct the Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Isle of Capri Casinos Inc), Agreement and Plan of Merger (Eldorado Resorts, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Intermediary, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Mb Financial Inc /Md), Agreement and Plan of Merger (Fifth Third Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Acceptance Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Third Wave Technologies Inc /Wi), Agreement and Plan of Merger (Hologic Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentParent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.. 42
Appears in 2 contracts
Samples: Agreement and Plan of Merger (American Renal Associates Holdings, Inc.), Agreement and Plan of Merger (American Renal Associates Holdings, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Omron or Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Omron’s, Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Omron or Parent, as applicable, shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Omron Corp /Fi), Agreement and Plan of Merger (Adept Technology Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective subsidiaries' operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger, Ims Health Incorporated (Ims Health Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s operations or its Subsidiaries’ give Parent, directly or indirectly, the right to control or direct the Company’s operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (McEwen Mining Inc.), Agreement and Plan of Merger (Timberline Resources Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (King Pharmaceuticals Inc), Agreement and Plan of Merger (Alpharma Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentPurchaser, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Purchaser or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Purchaser and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (First Connecticut Bancorp, Inc.), Agreement and Plan of Merger (Suffolk Bancorp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ Subsidiaries operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, subject to the covenants, agreements and obligations set forth in this Agreement, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Advance Auto Parts Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall gives, or is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including without limitation Section 6.1, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Edelman Financial Group Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parentthe Parent Parties, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariesthe Parent Parties’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent Parties and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (JA Solar Holdings Co., Ltd.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its any of the Company’s Subsidiaries’ operations prior to the earlier of the Effective Time and the Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or any of its Subsidiaries’ operations prior to the Effective Timesuch time. Prior to the earlier of the Effective Time and the Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Jda Software Group Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ ' operations prior to the Effective TimeAcceptance Date, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s 's or its Subsidiaries’ operations prior to the Effective Time' operations. Prior to the Effective TimeAcceptance Date, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.,
Appears in 1 contract
Samples: Agreement and Plan of Merger (Laureate Education, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of Company or its Subsidiaries’ operations Company Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations Parent Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Trinity Capital Corp)
No Control of Other Party’s Business. Nothing Except to the extent set forth in Section 6.1, nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct Parent’s Parent or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ the operations of Parent prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Flushing Financial Corp)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ ' operations prior to the Effective Share Acceptance Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its Subsidiaries’ ' operations prior to the Effective Time. Prior to the Effective Share Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the operations of Parent or its Subsidiaries’ operations Subsidiaries prior to the Effective Time. Prior to the Effective Time, each of Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Capital Bank Financial Corp.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its the Company Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Hospitality Properties Trust)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeDate, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeDate. Prior to the Effective TimeDate, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Arrangement Agreement (Novelis Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Purchaser, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Acceptance Time. Prior to the Effective Acceptance Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lincare Holdings Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct any of the CompanyCompany Group’s or its Subsidiaries’ operations prior to the earlier of the Acceptance Time and the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the earlier of the Acceptance Time and the Effective Time. Prior to the earlier of the Acceptance Time and the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Soundbite Communications Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Company Merger Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Company Merger Effective Time. Prior to the Company Merger Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Manning & Napier, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentAcquiror, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct ParentAcquiror’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of Acquiror and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Arrangement (Charles River Laboratories International Inc)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give ParentHoldings, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ subsidiaries' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s Holdings’ or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent Holdings shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ subsidiaries' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ ' operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its Subsidiaries’ Subsidiaries operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Per Se Technologies Inc)
No Control of Other Party’s Business. Nothing Without limiting in any way any party’s rights or obligations under this Agreement (including Section 6.1), nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiariessubsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiariessubsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Diamond Resorts International, Inc.)
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeDate, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective TimeDate. Prior to the Effective TimeDate, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations. SECTION 5.12.
Appears in 1 contract
Samples: Arrangement Agreement
No Control of Other Party’s Business. Nothing contained in this Agreement shall or is intended to give the Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective TimeClosing, and nothing contained in this Agreement shall is intended to give the Company, directly or indirectly, the right to control or direct the Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Parent and the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
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No Control of Other Party’s Business. Nothing Notwithstanding anything to the contrary contained herein, nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s respective operations of the Company or its Subsidiaries’ operations the Company Subsidiaries prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s the respective operations of Parent or its Subsidiaries’ operations Merger Sub prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, exercise complete control and supervision over its and its Subsidiaries’ respective operationsoperations consistent with the terms and conditions of this Agreement.
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No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give ParentParent or Purchaser, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with with, and subject to, the terms and conditions of this Agreement, complete control and supervision over its and its the Company Subsidiaries’ respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ ' operations prior to the Effective TimeDate, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s 's or its Subsidiaries’ ' operations prior to the Effective TimeDate. Prior to the Effective TimeDate, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ ' respective operations.
Appears in 1 contract
No Control of Other Party’s Business. Nothing contained in this Agreement shall is intended to give Parent, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ ' operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and subject to the conditions of this Agreement, including without limitation Section 6.1 hereof, complete control and supervision over its and its Subsidiaries’ respective ' operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Pep Boys Manny Moe & Jack)
No Control of Other Party’s Business. Nothing contained in this Agreement shall will give the Company, directly or indirectly, the right to control or direct Parent’s operations or give Parent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Time. Prior to the Effective Time, each of the Company and Parent shall will exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
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No Control of Other Party’s Business. Nothing contained in this Agreement shall give Parentthe Parent Parties, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ any Company Subsidiary’s operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Parent Merger Effective Time. Prior to the Parent Merger Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its the Company Subsidiaries’ respective operations.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Silver Bay Realty Trust Corp.)
No Control of Other Party’s Business. Nothing Without prejudice to Section 6.1, nothing contained in this Agreement shall give ParentParent or its Subsidiaries, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Effective Time, and nothing contained in this Agreement shall give the Company, directly or indirectly, the right to control or direct Parent’s or its Subsidiaries’ operations prior to the Effective Timeoperations. Prior to the Effective Time, each of the Company and Parent shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations.
Appears in 1 contract
