Common use of Forbearance Covenants Clause in Contracts

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 9 contracts

Samples: Agreement and Plan of Merger (Rover Group, Inc.), Agreement and Plan of Merger (Omnicomm Systems Inc), Agreement and Plan of Merger (Apptio Inc)

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Forbearance Covenants. Except (iA) as set forth in the correspondingly numbered subsection of Section 5.2 of the Company Disclosure Letter; (iiB) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (C) as required by applicable Law; or (iiiD) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimePre-Closing Period, the Company will not, and will not permit any of cause its Subsidiaries, toSubsidiaries to not:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (True Wind Capital, L.P.), Agreement and Plan of Merger (Zix Corp), Agreement and Plan of Merger (Open Text Corp)

Forbearance Covenants. Except (ia) as expressly contemplated by this Agreement, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; , (iic) as required by applicable Law, or (d) as approved in advance in writing by Parent the Purchaser (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective TimeClosing, the Company will not, and will not permit any of its SubsidiariesSubsidiaries to, todirectly or indirectly:

Appears in 3 contracts

Samples: Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.), Registration Rights Agreement (Comscore, Inc.)

Forbearance Covenants. Except (iA) as set forth in Section 5.2 of the Company Disclosure Letter; (iiB) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iiiC) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimePre-Closing Period, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc), Agreement and Plan of Merger (Forescout Technologies, Inc)

Forbearance Covenants. Except (ia) as expressly contemplated by this Agreement, (b) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; , (iic) as required by applicable Law or by COVID-19 Measures or (d) as approved in advance in writing by Parent Purchaser (which approval will shall not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimeClosing, the Company will shall not, and will shall not permit any of its SubsidiariesSubsidiaries to, todirectly or indirectly:

Appears in 2 contracts

Samples: Purchase Agreement (Fluidigm Corp), Purchase Agreement (Fluidigm Corp)

Forbearance Covenants. Except (i) as expressly required by this Agreement or required by applicable Law or Order; (ii) as expressly set forth in Section 5.2 of the Company Disclosure Letter; or (iiiii) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective TimePre-Closing Period, the Company will not, and will cause its Subsidiaries not permit any of its Subsidiaries, to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (R1 RCM Inc. /DE), Agreement and Plan of Merger (R1 RCM Inc. /DE)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this AgreementAgreement or required by applicable law or order, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Vista Equity Partners Fund Viii, L.P.), Agreement and Plan of Merger (Duck Creek Technologies, Inc.)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, (for the avoidance of doubt, excluding the proviso in Section 5.1), or (iv) as required by applicable law, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Mobileiron, Inc.)

Forbearance Covenants. Except (ia) as expressly contemplated by this Agreement, (b) as set forth in Section 5.2 of the Company Disclosure Letter; , (iic) as required by applicable Law or (d) as approved by Parent in writing (which approval will shall not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will shall not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Instructure Holdings, Inc.)

Forbearance Covenants. Except (iA) as set forth in Section 5.2 of the Company Disclosure Letter; or (iiB) as approved by with the prior written consent of Parent (which approval consent will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the (1) termination of this Agreement pursuant to Article VIII and the (2) Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Globalscape Inc)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated required by the terms of this AgreementAgreement or required by applicable Law or order, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Squarespace, Inc.)

Forbearance Covenants. Except (i) as set forth in Section 5.2 ‎5.2 of the Company Disclosure Letter; (ii) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this AgreementAgreement or required by applicable law or order, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article ‎Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (HireRight Holdings Corp)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this the Original Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company Parties will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pluralsight, Inc.)

Forbearance Covenants. Except (iw) as expressly contemplated by this Agreement; (x) as set forth in Section 5.2 of the Company Disclosure Letter; (iiy) as required by applicable Law, or (z) as approved in writing in advance (e-mail correspondence being sufficient) by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will not permit any shall cause each of its Subsidiaries, Subsidiaries as applicable not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cision Ltd.)

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Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent I (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Company Merger Effective Time, the Company Parties will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pluralsight, Inc.)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Table of Contents Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (MINDBODY, Inc.)

Forbearance Covenants. Except (iw) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter; (iix) as required by applicable Law, (y) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iiiz) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Augmedix, Inc.)

Forbearance Covenants. Except (ia) as expressly contemplated by this Agreement, (b) as set forth in Section 5.2 of the Company Disclosure Letter; , (iic) as required by applicable Law, or (d) as approved by Parent in writing (which approval will shall not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will shall not permit any of its Subsidiaries, Subsidiaries to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Cambrex Corp)

Forbearance Covenants. Except (ix) as set forth in Section 5.2 of the Company Disclosure Letter; (iiy) as approved in writing by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iiiz) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Blue Nile Inc)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (iii) for actions or omissions that constitute COVID-19 Measures (following reasonable prior consultation with Parent); or (iiiiv) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Forbearance Covenants. Except (iw) as expressly contemplated by this Agreement; (x) as set forth in Section 5.1 of the Company Disclosure Letter or Section 5.2 of the Company Disclosure Letter; (iiy) as required by applicable Law, or (z) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will not permit any shall cause each of its Subsidiaries, Subsidiaries as applicable not to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Civitas Solutions, Inc.)

Forbearance Covenants. Except (ia) as expressly contemplated by this Agreement, (b) as set forth in Section 5.2 of the Company Disclosure Letter; , (iic) as required by applicable Law or (d) as approved by Parent in writing (which approval will shall not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with from the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will shall not, and will shall not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Kaleyra, Inc.)

Forbearance Covenants. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved in advance by Parent in writing (which approval will not be unreasonably withheld, conditioned or delayed); or (iii) as expressly contemplated by the terms of this AgreementAgreement or required by applicable law or order, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to:

Appears in 1 contract

Samples: Agreement and Plan of Merger (EngageSmart, Inc.)

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