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: Merger Agreement (Shire PLC), Merger Agreement (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: Merger Agreement (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: that (i) nothing contained in this Agreement shall herein is intended to give Parent or Merger Sub, directly or indirectly, the right to control or direct the Company’s operations of the Company or its Subsidiaries’ operations any Company Subsidiary 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 the Company 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 this Section 6.1(a) or Section 6.1(b) 5.01 or elsewhere in this Agreement to the extent that the requirement of such consent would be inconsistent with could violate any applicable Lawlaw.

Appears in 1 contract

Samples: Merger Agreement (W R Grace & Co)

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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 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: Merger Agreement (HealthSpring, Inc.)

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