Buyer Covenants. Subject to applicable Law, from the date hereof until the Closing Date, except as expressly contemplated by the Transaction Documents or with Seller’s prior written consent (not to be unreasonably withheld, conditioned or delayed), with respect to Buyer’s business, Buyer shall not and shall cause its Subsidiaries not to: (a) except as required by Law, amend its articles of incorporation or bylaws or equivalent organizational documents in a manner that would adversely affect the consummation of the transactions contemplated by this Agreement or the issuance of the Stock Consideration; (b) adopt a plan of complete or partial liquidation or resolutions providing for a complete or partial liquidation or dissolution of Buyer, or enter into any agreement or understanding that requires Buyer or any Buyer Subsidiary to abandon or terminate this Agreement or the transactions contemplated herein, or that would reasonably be expected to prevent or materially delay the consummation of the transactions contemplated by this Agreement; or (c) agree or commit to do any of the foregoing.
Appears in 4 contracts
Samples: Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement, Asset and Stock Purchase Agreement (Regal Beloit Corp)
