Common use of Buyer Forbearances Clause in Contracts

Buyer Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of Target, which consent shall not be unreasonably withheld or delayed, during the period from the date of this Agreement to the Effective Time, Buyer shall not, and shall not permit any of its Subsidiaries to, (a) amend, repeal or otherwise modify any provision of the Buyer Articles or the Buyer Bylaws in a manner that would adversely affect the shareholders of Target or the transactions contemplated by this Agreement; (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (c) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied; (d) take any action that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of the Parties to obtain any necessary approvals of any Regulatory Agency or any Governmental Entity required for the consummation of the transactions contemplated by this Agreement; or (e) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.3 (it being understood that Buyer’s pursuit, negotiation and consummation of other acquisitions shall not violate this Section 5.3).

Buyer Forbearances. Except From the date hereof until the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, except as expressly set forth in the Buyer Disclosure Letter, as expressly permitted or expressly contemplated by this Agreement Agreement, or with as required by law, without the prior written consent of Targetthe Company, which consent shall not be unreasonably withheld withheld, Buyer will not, and will cause each of its Subsidiaries not to: (a) knowingly take any action that would, or delayed, during the period from the date would be reasonably likely to result in (i) any of its representations and warranties set forth in this Agreement being or becoming untrue in any material respect at any time prior to the Effective Time, Buyer shall not, and shall not permit any of its Subsidiaries to, (aii) amend, repeal or otherwise modify any provision of the Buyer Articles or the Buyer Bylaws in a manner that would adversely affect the shareholders of Target or the transactions contemplated by this Agreement; (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization within the meaning of Section 368(a) of the Code; (c) take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied; , (diii) take any action that would be reasonably expected to prevent, materially impede, materially impact or materially delay the ability of the Parties to obtain any necessary approvals a material violation of any provision of this Agreement, except, in each case, as may be required by applicable law, or (iv) would reasonably be likely to materially and adversely affect or delay Buyer’s ability to receive timely the Regulatory Agency Approvals or any Governmental Entity required for the consummation of otherwise to perform its obligations under this Agreement or to consummate the transactions contemplated by this Agreementhereby; or or (eb) agree to take, make any commitment to take, or adopt any resolutions of their or its board of directors in support of, any of the actions prohibited by this Section 5.3 (it being understood that Buyer’s pursuit, negotiation and consummation of other acquisitions shall not violate this Section 5.3)5.2.

Buyer Forbearances. Except as expressly permitted by this Agreement or with the prior written consent of Target, which consent shall not be unreasonably withheld or delayedthe Company, during the period from the date of this Agreement to the Effective Time, Buyer shall not, and shall not permit any of its Subsidiaries to, (a) amend, repeal or otherwise modify any provision of the Buyer Articles or the Buyer Bylaws in a manner that would adversely affect the shareholders Company, the stockholders of Target the Company or the transactions contemplated by this Agreement; , (b) take any action, or knowingly fail to take any action, which action or failure to act is reasonably likely to prevent the Merger from qualifying as a reorganization “reorganization” within the meaning of Section 368(a) of the Code; , (c) take any action or willfully fail to take any action that is intended or may reasonably be expected to result in any of the conditions to the Merger set forth in Article VII not being satisfied; , (d) take any action that would be reasonably expected to prevent, materially impede, materially impact impede or materially delay beyond the ability of the Parties to obtain any necessary approvals of any Regulatory Agency or any Governmental Entity required for date set forth in Section 8.1(c) the consummation of the transactions contemplated by this Agreement; Agreement or (e) agree to take, make any commitment to take, or adopt any resolutions of its board of directors in support of, any of the actions prohibited by this Section 5.3 (it being understood 5.3. Without in any way limiting the foregoing, in no event shall Buyer take any action, or permit the taking of any action, that Buyer’s pursuitwill result in Buyer not having in cash or cash equivalents amounts, negotiation and consummation of other acquisitions shall not violate this Section 5.3)or available under Buyer Credit Facilities, sufficient to make the Loan Repayment at Closing.