Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would result in (i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4).
Appears in 4 contracts
Samples: Agreement and Plan of Merger (First Alert Inc), Agreement and Plan of Merger (Sunbeam Corp/Fl/), Agreement and Plan of Merger (First Alert Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) or any of such the representations and or warranties of the Company set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iiiii) except as otherwise permitted by Section 5.4, any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 4 contracts
Samples: Amended and Restated Agreement and Plan of Merger (At&t Corp), Agreement and Plan of Merger (At&t Corp), Amended and Restated Agreement and Plan of Merger (Vanguard Cellular Systems Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VIII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 4 contracts
Samples: Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Cbi Industries Inc /De/), Agreement and Plan of Merger (Px Acquisition Corp)
Other Actions. (i) The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would could reasonably be expected to result in (iA) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (iiB) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iiiC) except as otherwise permitted by Section 5.4, any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Vlsi Technology Inc), Agreement and Plan of Merger (Koninklijke Philips Electronics Nv)
Other Actions. The (a) Except as expressly -------------- contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Curtis Helene Industries Inc /De/), Agreement and Plan of Merger (Conopco Acquisition Co Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its representations and warranties set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such its representations and warranties that are not so qualified becoming untrue in any material respect or (iii) subject to the Company's rights under Section 5.02 and Article VII hereof, any of the conditions to the Offer Merger set forth in Annex A not being satisfied (subject to Article VI that are within the Company's right to take action specifically permitted by Section 5.4)control not being satisfied.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Liberty Technologies Inc), Agreement and Plan of Merger (Crane Co /De/)
Other Actions. The (a) Except as contemplated by Section 5.02 or the other provisions of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect respect, or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VII hereof not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)in all material respects.
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc), Agreement and Plan of Merger (Winsloew Furniture Inc)
Other Actions. The Except as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02).
Appears in 3 contracts
Samples: Agreement and Plan of Merger (Wallace Computer Services Inc), Agreement and Plan of Merger (Graphic Industries Inc), Agreement and Plan of Merger (Wallace Computer Services Inc)
Other Actions. The (a) Except as contemplated by Section 5.01, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect respect, or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VII hereof not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Tweeter Home Entertainment Group Inc), Agreement and Plan of Merger (Sound Advice Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02).
Appears in 2 contracts
Samples: Agreement and Plan of Merger (International Business Machines Corp), Agreement and Plan of Merger (Atc Group Services Inc /De/)
Other Actions. The Except as expressly permitted by Section 4.1, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer Merger set forth in Annex A Article 5 not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Plan of Merger (Cambrex Corp), Plan of Merger (Cambrex Corp)
Other Actions. The Except as contemplated by Section 5.02 or the other provisions of this Agreement, the Company shall not, and shall not permit any of its the Subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect respect, or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VII hereof not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)in all material respects.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rgi Holdings Inc), Agreement and Plan of Merger (Legend Properties Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would does, or could reasonably be expected to, result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Sections 5.1(a) or 5.4, any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lukoil Americas Corp), Agreement and Plan of Merger (Getty Petroleum Marketing Inc /Md/)
Other Actions. The Except as expressly permitted by Section 4.1, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer Merger set forth in Annex A Article 5 not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Defiance Inc), Agreement and Plan of Merger (General Chemical Group Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this the Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02).. 33 38 ARTICLE VII
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Peak Technologies Group Inc), Kirkwood Acquisition Corp
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Sections 5.1(a) or 5.4, any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Rental Service Corp), Agreement and Plan of Merger (Rental Service Corp)
Other Actions. The Company shall not, and nor shall not it permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Article VII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Lycos Inc), Agreement and Plan of Merger (Lycos Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries Company Sub to, take any action that would result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Agreement and Plan of Merger (Irvine Co Et Al), Agreement and Plan of Merger (Irvine Apartment Communities Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect respect, or (iii) any of the conditions to the Offer set forth in Annex A Section 7.01 or Section 7.03 not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.45.02).
Appears in 2 contracts
Samples: 6 Agreement and Plan of Merger (Chicago Dock & Canal Trust), Agreement and Plan of Merger (Chicago Dock & Canal Trust)
Other Actions. The Except as expressly contemplated or permitted by this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 2 contracts
Samples: Motorola Inc, Motorola Inc
Other Actions. The Company shall -------------- not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02).
Appears in 1 contract
Samples: Agreement and Plan of Merger (International Business Machines Corp)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this the Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02).
Appears in 1 contract
Samples: Agreement and Plan of Merger (Integrated Health Services Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries Company Sub to, take any action that would could reasonably be expected to result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, untrue (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.4, any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.46.02). Section 6.04.
Appears in 1 contract
Samples: Agreement and Plan of Merger (WPG Corporate Development Associates v Lp)
Other Actions. The Company shall not, and shall not permit any of its ------------- Subsidiaries to, take any action that would result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrueuntrue or inaccurate, (ii) any of such representations and warranties that are not so qualified becoming untrue or inaccurate in any material respect or (iii) except as otherwise permitted by Section 4.1(a) or 4.4, any of the conditions to the Offer Merger set forth in Annex A Article V not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (American Cellular Corp /De/)
Other Actions. The Company shall not, and shall not permit ------------- any of its Subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties set forth in Section 4.1 of this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect respect, or (iii) any of the conditions to of the Offer Merger set forth in Annex A Article VII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Chartwell Leisure Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) untrue or inaccurate in any respect or in any of such the representations and warranties set forth in this Agreement that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4).respect. SECTION 4.3
Appears in 1 contract
Samples: Iv 6 Agreement and Plan of Merger (Tesoro Petroleum Corp /New/)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries Lane to, take any action that would would, or that is reasonably likely to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are is qualified as to materiality or Company Material Adverse Effect becoming untrue, (ii) any of such representations and warranties that are is not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any of the conditions condition to the Offer Acquisition set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Stock Purchase Agreement (Rj Reynolds Tobacco Holdings Inc)
Other Actions. The Company shall not, and nor shall not it permit any of its Subsidiaries to, take any action that would result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming being untrue, (ii) 37 any of such representations and warranties that are not so qualified becoming being untrue in any material respect or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Corrections Corporation of America)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrueuntrue or inaccurate, (ii) any of such representations and warranties that are not so qualified becoming untrue or inaccurate in any material respect or (iii) except as otherwise permitted by Section 4.1(a) or 4.4, any of the conditions to the Offer Merger set forth in Annex A Article V not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Dobson Communications Corp)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, untrue or (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A not being satisfied (subject to the Company's right to take action actions specifically permitted by Section 5.45.02).
Appears in 1 contract
Other Actions. The Company shall not, and shall not permit any -------------- of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any of the conditions to the Offer Merger set forth in Annex A Article VII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Atria Communities Inc)
Other Actions. (a) The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would, or that would reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or respect, (iii) any of the conditions to the Offer Merger set forth in Annex A Article VII, not being satisfied or (subject to the Company's right to take action specifically permitted by Section 5.4)iv) a Material Adverse Effect.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Colorado Gaming & Entertainment Co)
Other Actions. The Company shall not, and shall not permit any of cause its Subsidiaries not to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to of the Offer set forth in Annex A I or of the Merger set forth in Article VII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Holmes Products Corp)
Other Actions. The Company shall not, and nor shall not it permit any of its Subsidiaries subsidiaries to, take any action that would result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming being untrue, (ii) any of such representations and warranties that are not so qualified becoming being untrue in any material respect or (iii) any of the conditions to the Offer Merger set forth in Annex A Article VI not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and or warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect respect, or (iii) any of the conditions to the Offer Mergers set forth in Annex A Article VIII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Ambassadors International Inc)
Other Actions. The Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would would, or that could reasonably be expected to, result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) except as otherwise permitted by Section 5.02, any of the conditions to the Offer Merger set forth in Annex A Article VII not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)satisfied.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Lazard Freres Real Estate Investors LLC)
Other Actions. The Except as contemplated by Section 6.02 or the other provisions of this Agreement, the Company shall not, and shall not permit any of its Subsidiaries subsidiaries to, take any action that would could reasonably be expected to result in (i) any of its the representations and warranties of the Company set forth in this Agreement that are qualified as to materiality becoming untrue, (ii) any of such representations and warranties that are not so qualified becoming untrue in any material respect or (iii) any of the conditions to the Offer set forth in Annex A Conditions not being satisfied (subject to the Company's right to take action specifically permitted by Section 5.4)in all material respects.
Appears in 1 contract
Samples: Agreement and Plan of Merger (Tyco International LTD)
