Except sales, transfers and dispositions of (i) inventory in the ordinary course of business and (ii) used, obsolete, worn out or surplus equipment or property in the ordinary course of business;
Except. (i) as specifically disclosed, reflected or fully reserved against on the Balance Sheet; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date; (iii) for liabilities that are executory obligations arising under Contracts to which a member of the Company Group is a party (none of which, with respect to the liabilities described in clause (ii) and this clause (iii) results from, arises out of, or relates to any breach or violation of, or default under, a Contract or applicable Law); (iv) for expenses incurred in connection with the negotiation, execution and performance of this Agreement, any Additional Agreement or any of the transactions contemplated hereby or thereby; and (v) for liabilities set forth on Schedule 4.9(b), the Company Group does not have any material liabilities, debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise).
Except. (i) as disclosed in writing to the Partnership; (ii) for liabilities and obligations incurred in the normal course of business of HME or Home Properties; and (iii) as otherwise disclosed in this Agreement, the Offer or in periodic filings (as updated) by HME or Home Properties, HME and Home Properties has no material liability or obligation of any nature which is any way materially affects their financial statements, whether now due or to become due, absolute, contingent or otherwise, including liabilities for taxes (or any interest or penalties thereto).
Except. (i) with the prior written consent of Worldpay; (ii) as required by Law; (iii) as expressly contemplated by this agreement or the Announcement; or (iv) as permitted or required pursuant to the Exchange Agreement, Vantiv shall not (and shall procure that no member of its Group shall) before the Effective Date:
(a) other than in satisfaction of options or awards in respect of Vantiv Stock granted to employees in the normal and ordinary course and in accordance with Vantiv’s employee incentive plans, the rules of which have been disclosed in writing to Worldpay before the date of this agreement:
(i) allot or issue any shares in common stock of Vantiv or any securities convertible into shares in common stock of Vantiv or which otherwise refer to the value of shares in common stock of Vantiv; or
(ii) grant any option over or right to subscribe for any shares in common stock of Vantiv or any securities referred to in (i) above; or
(b) consolidate, sub-divide, reclassify, redeem or repurchase any Vantiv Stock.
Except. (i) with the prior written consent of Worldpay; (ii) as required by Law; (iii) as expressly contemplated by this agreement or the Announcement; (iv) as required of Vantiv (an any member of Vantiv’s Group) pursuant to the Amended and Restated Certificate of Incorporation and the Second Amended and Restated Limited Liability Company Agreement; (v) as permitted or required pursuant to the Exchange Agreement; or (iv) as contemplated by the Transaction Agreement, Vantiv shall not (and shall procure that no member of its Group shall) before the Effective Date:
(a) authorise, declare or pay any dividends on or make any distribution in cash or otherwise with respect to Vantiv Stock, except that it may do so with reference to a record date after the Effective Date so that after the Transaction is completed, the New Vantiv Stock will rank pari passu with all other Vantiv Stock with respect to participation in such dividend or other distribution;
(b) amend its organisational documents;
(c) adopt a plan of complete or partial liquidation or dissolution;
Except. (i) as otherwise stated in this Contract or the trading rules referenced in this Contract; or (ii) for obvious error, Buyer’s weights, analysis and condition, at receipt, will govern and control.
Except. (i) with the prior written consent of Avast (not to be unreasonably withheld, conditioned or delayed); (ii) as required by Law; or (iii) as expressly contemplated by this Agreement or the Announcement, NortonLifeLock shall not (and shall procure that no member of the NortonLifeLock Group shall) before the Effective Date:
(a) split, combine, consolidate, sub-divide, reclassify, redeem, cancel or repurchase any NortonLifeLock Shares or any shares of capital stock, voting securities or equity interests of NortonLifeLock or any securities convertible into, or rights to acquire, shares of capital stock, voting securities or equity interests of NortonLifeLock or which otherwise refer to the value of shares of capital stock of NortonLifeLock, other than:
(i) the repurchase, redemption or acquisition of NortonLifeLock Shares in connection with the acceptance of shares as payment for the exercise price of equity awards or as payment for Taxes incurred in connection with the exercise, vesting and/or settlement of equity awards or the forfeiture of equity awards; or
(ii) any redemption, cancellation or repurchase of any NortonLifeLock Convertible Notes;
(b) other than the Agreed NortonLifeLock Dividends and (to the extent otherwise restricted by this Clause 8.1(b)) any dividends or distributions payable pursuant to the terms of the NortonLifeLock Convertible Notes, authorise, declare or pay any dividends on or make any distribution in cash or otherwise with respect to NortonLifeLock Shares or any securities referred to in Clause 8.1(a) above, except dividends or distributions with a record date after the Effective Date so that, after the Transaction is completed, the New NortonLifeLock Shares will rank pari passu with all other NortonLifeLock Shares with respect to participation in such dividend or other distribution;
(c) amend its organisational documents in a manner likely to have a material adverse effect for Avast Shareholders who are due to receive NortonLifeLock Stock pursuant to the Transaction;
(d) solely with respect to NortonLifeLock, adopt a plan of complete or partial liquidation or dissolution;
(e) sell, lease, license, transfer, exchange, swap or otherwise dispose of, or subject to any lien, any of its material assets (including shares in the capital of its or their material subsidiaries and including material intellectual property) on any basis, other than (i) for transactions conducted with a third party on a bona fide arm’s length basis; (ii) for tra...
Except. (i) as set forth in Clause 15.1; (ii) as set forth in Clause 3.2.7 in respect of the Tender Offer Announcement; or (iii) as set forth in Clause 6.3.4 in respect of the Merger Completion press release, no announcement in connection with the existence or subject matter of this Agreement shall be made or issued by or on behalf of a Party without prior written approval from the other Parties (such consent not to be unreasonably withheld or delayed), except that this shall not prevent any announcement required by Applicable Law, including Takeover Rules or the applicable stock exchange regulations provided that, insofar as it is lawful to do so prior to such disclosure, the disclosing Party shall to the extent practicable consult with the other Party on the proposed form, timing, nature and purpose of such disclosure.
Except. (i) as specifically disclosed, reflected or fully reserved against on the Balance Sheet; (ii) for liabilities and obligations incurred in the ordinary course of business consistent with past practices since the Balance Sheet Date; (iii) for liabilities that are executory obligations arising under Contracts to which the Company is a party (none of which, with respect to the liabilities described in clause (ii) and this clause (iii) results from, arises out of, or relates to any breach or violation of, or default under, a Contract or applicable Law); (iv) for expenses incurred in connection with the negotiation, execution and performance of this Agreement, any Additional Agreement or any of the transactions contemplated hereby or thereby; and (v) for liabilities set forth on Schedule 4.9(b), the Company does not have any material liabilities, debts or obligations of any nature (whether accrued, fixed or contingent, liquidated or unliquidated, asserted or unasserted or otherwise).
Except. (a) as provided in clauses 11.1 and 11.2; and
(b) for any indemnity expressed to be given in favour of or any obligation expressed to be owed to any Group Company, no term of this agreement is enforceable under the Contracts (Rights of Third Parties) Xxx 0000 by a person who is not a party.
