Frustrating Actions. The Company shall not, and shall cause the Company Subsidiaries not to, and Parent shall not, and shall cause the Parent Subsidiaries not to, acquire or agree to acquire, by merging with or into or consolidating with, or by purchasing part or all of the assets of or equity of, in any business or any corporation, partnership, association or other business organization or division thereof, or take any other similar action, if the entry into of an agreement relating to, or the consummation of such acquisition, merger or consolidation, or the taking of any other similar action, would reasonably be expected to (i) impose any material delay in the obtaining of, or materially increase the risk of not obtaining, the Required Regulatory Approvals; (ii) increase, in any material respect, the risk of any Governmental Entity entering an order prohibiting the consummation of the Merger or the transactions contemplated by this Agreement; (iii) increase the risk, in any material respect, of not being able to remove any such order on appeal or otherwise; or (iv) prevent or materially delay the consummation of the Merger or the transactions contemplated by this Agreement.
Frustrating Actions. The Company shall not amend the Certificate of Incorporation or participate, directly or indirectly, in any reorganization, transfer of assets, merger, consolidation, dissolution, issue or sale of securities or any other voluntary act of any nature, for the purpose of seeking to avoid or with the effect of avoiding the observance or performance of any of the terms and conditions to be observed or performed hereunder by the Company, without the approval of a majority of the then-outstanding shares of Series A Preferred Stock.
