Certain Prohibited Transactions. The Standby Purchaser hereby ------------------------------- covenants that, from and after the date hereof, so long as its commitment hereunder remains in effect, it will not sell, or enter into any agreement relating to the sale (including without limitation any short sale, equity swap or other hedge position) of, any shares of Arch capital stock or, except as otherwise expressly contemplated by this Section 11, engage in any other disposition of such shares that might negatively affect the market price of such shares; provided, however, that the foregoing provision will not apply to any -------- ------- agreement entered into prior to the date hereof (if not entered into in contemplation of the transactions contemplated by the Plan, the Merger Agreement or this letter agreement) or any transaction effected pursuant to the terms thereof. Notwithstanding the immediately preceding sentence, but subject to Section 3 above and Section 12 below, the Standby Purchaser may at any time, as it may determine in its sole and absolute discretion, sell or otherwise transfer, or acquire, or enter into any agreement relating to the sale, transfer or acquisition of, Rights or Unsecured Claims. The Standby Purchaser acknowledges that it has received copies of the Rights Agreement and the amendment thereto attached as Exhibit D to the Merger Agreement (the "Rights Plan Amendment"). Arch hereby covenants that it will not, without the prior written consent of the Standby Purchaser, further amend the Rights Agreement in any manner that would eliminate or reduce the ownership thresholds applicable to the Standby Purchaser thereunder; provided, however, that this sentence shall cease to be of any -------- ------- further force or effect at such time after the Effective Date as the Standby Purchaser ceases to beneficially own in the aggregate at least 10.0% of the outstanding shares of Existing Arch Common Stock.
Certain Prohibited Transactions. Except as set forth on Schedule 4.27 hereof, from the date of the Financial Statements, the Company has not (i) entered into any Contract to merge or consolidate with any other Person; (ii) changed the character of its Business, or sold, transferred or otherwise disposed of any assets other than in the ordinary course of business; (iii) entered into any new compensation or benefit Contracts with its employees; (iv) entered into any new or amended, or modified any existing collective bargaining Contract; (v) loaned any money; (vi) issued or contracted to issue any debt or guarantees of debt or otherwise pledged its credit other than in the ordinary course of business; (vii) created or permitted to exist any new Lien on its property or assets; (viii) entered into any joint venture, partnership or other arrangement for the conduct of its Business; (ix) declared or paid any dividend or other distribution in respect of shares of capital stock; (x) made any purchase, redemption or other acquisition, directly or indirectly, of any outstanding shares of its capital stock, (xi) forgiven, released or compromised any indebtedness owed to the Company by any Person except upon full payment or, in the case of any customer, returns and allowances made in the Ordinary Course of Business consistent with past practices; (xii) paid any pension amount not required to be paid under any employee benefit pension plan as described in Section 4.19 hereof; (xiii) purchased any assets or securities of any Person, other than in the Ordinary Course of Business, (xiv) created any new subsidiaries; or (xv) waived any rights or amended, modified, canceled or terminated any Contract.
Certain Prohibited Transactions. Without limiting the generality of subsection (a) above, Seller shall not, without the prior written approval of Buyer (which approval shall not be unreasonably conditioned or withheld):
Certain Prohibited Transactions. Except with the prior written consent of Buyer, Seller and Subsidiaries will not enter into any contract to merge or consolidate with or sell all or any substantial part of their assets to any other party or change the character of their business.
Certain Prohibited Transactions. The Company shall not without the prior written approval of Acquiring Corporation and Stockholder:
Certain Prohibited Transactions. Anything to the contrary set forth in this Agreement notwithstanding, the Company shall not, and shall cause its Affiliates not to, directly or indirectly (whether by merger, consolidation or otherwise), acquire, purchase, lease or license or otherwise enter into a transaction with (or agree to acquire, purchase, lease or license or otherwise enter into a transaction with) any business, corporation, partnership, association or other business organization or division or part thereof that has one or more products, whether marketed or in development, that compete, or if commercialized would compete, with one or more material products or material services of Parent or any of its Subsidiaries, if doing so would reasonably be expected to (i) impose any material delay in the satisfaction of, or increase materially the risk of not satisfying, the conditions set forth in Section 6.7 (to the extent related to any antitrust Law or CFIUS), (ii) materially increase the risk of any Governmental Entity entering an order prohibiting or enjoining the consummation of the Merger, or (iii) otherwise prevent or materially delay the consummation of the Merger.
Certain Prohibited Transactions. During the period from the date hereof through the Closing Date, Sellers shall not permit the Company or its Subsidiary to, without the prior written approval of Buyer:
Certain Prohibited Transactions. Except as otherwise contemplated by this Agreement, each of the Company and its Subsidiaries shall not, without the prior written consent of the Parent (which consent shall not be unreasonably withheld or delayed) from and after the date hereof:
Certain Prohibited Transactions. Seal shall not, without the prior written consent of Oakridge:
Certain Prohibited Transactions. (a) Except as otherwise agreed to in writing by Buyer, from and after the date hereof and until the Closing Date, Seller shall:
