Common use of No Control of the Company’s Business Clause in Contracts

No Control of the Company’s Business. The Company, on the one hand, and Parent and Merger Sub on the other, acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Offer Closing, (ii) prior to the Offer Closing, 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 (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Merger Sub shall be required with respect to any matter set forth in Section 6.1(a) or Section 6.1(b) or elsewhere in this Agreement to the extent the requirement of such consent would be inconsistent with applicable Law.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shire PLC), Agreement and Plan of Merger (Viropharma Inc)

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No Control of the Company’s Business. The Company, on the one hand, and Parent and Merger Sub on the other, acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s 's or its Subsidiaries' operations prior to the Offer ClosingEffective Time, (ii) prior to the Offer ClosingEffective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries' respective operations operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Merger Sub shall be required with respect to any matter set forth in Section 6.1(a) or Section 6.1(b) 5.1 or elsewhere in this Agreement to the extent the requirement of such consent would be inconsistent with applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cigna Corp)

No Control of the Company’s Business. The Company, on the one hand, and Parent and Merger Sub on the other, acknowledge and agree that: (i) nothing contained in this Agreement shall give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Offer ClosingEffective Time, (ii) prior to the Offer ClosingEffective Time, the Company shall exercise, consistent with the terms and conditions of this Agreement, complete control and supervision over its and its Subsidiaries’ respective operations operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Merger Sub shall be required with respect to any matter set forth in Section 6.1(a) or Section 6.1(b) 5.1 or elsewhere in this Agreement to the extent the requirement of such consent would be inconsistent with applicable Law.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HealthSpring, Inc.)

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No Control of the Company’s Business. The Company, on the one hand, Parent acknowledges and Parent and Merger Sub on the other, acknowledge and agree agrees that: (i) nothing contained in this Agreement shall give Parent or Merger SubParent, directly or indirectly, the right to control or direct the Company’s or its Subsidiaries’ operations prior to the Offer Closingearlier of the Acceptance Date or Effective Time, (ii) prior to the Offer Closingearlier of the Acceptance Date or 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 operations, and (iii) notwithstanding anything to the contrary set forth in this Agreement, no consent of Parent or Merger Sub shall be required with respect to any matter set forth in this Section 6.1(a) or Section 6.1(b) or elsewhere in this Agreement 6.1 to the extent the requirement of such consent would be inconsistent with applicable Law.

Appears in 1 contract

Samples: Stockholder Agreement (SXC Health Solutions Corp.)

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