Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent Schedules, without the prior written consent of Company, Parent shall not engage in any action that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.
Appears in 3 contracts
Sources: Agreement and Plan of Reorganization (Healtheon Corp), Merger Agreement (Mede America Corp /), Agreement and Plan of Reorganization (Healtheon Corp)
Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent SchedulesSchedule, without the prior written consent of Company, Parent shall not engage in any action that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.
Appears in 2 contracts
Sources: Merger Agreement (Andover Net Inc), Agreement and Plan of Reorganization (Va Linux Systems Inc)
Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent SchedulesAgreement, without the prior written consent of the Company, Parent shall not engage in any action that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.. -37- 38
Appears in 1 contract
Sources: Merger Agreement (Solectron Corp)
Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent SchedulesAgreement, without the prior written consent of the Company, Parent shall not engage in any action that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.
Appears in 1 contract
Sources: Agreement and Plan of Merger and Reorganization (Centennial Technologies Inc)
Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent SchedulesSchedule, without the prior written consent of CompanyCompany (which consent, or refusal thereof, shall not be unreasonably delayed), Parent shall not engage in any action that could would reasonably be expected to (i) cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the CodeCode or (ii) interfere with Parent's ability to account for the Merger as a pooling of interests.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (PMC Sierra Inc)
Conduct of Business by Parent. During the period from the date of this Agreement February 2, 2000 and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent SchedulesSchedule, without the prior written consent of Company, Parent shall not engage in any action that could reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.
Appears in 1 contract
Sources: Agreement and Plan of Reorganization (Va Linux Systems Inc)
Conduct of Business by Parent. During the period from the date of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to its terms or the Effective Time, except as permitted by the terms of this Agreement and except as provided in Section 4.2 of the Parent SchedulesStock Option Agreement, without the prior written consent of the Company, Parent shall not engage in any action that could would reasonably be expected to cause the Merger to fail to qualify as a "reorganization" under Section 368(a) of the Code.
Appears in 1 contract