Common use of Negative Covenant Clause in Contracts

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 21 contracts

Samples: Stock Exchange Agreement (Serefex Corp), Stock Exchange Agreement (Serefex Corp), Equity Purchase Agreement (Zumiez Inc)

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Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 12 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (James River Coal CO), Employment Agreement (Sona Development Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 6 contracts

Samples: Stock Purchase Agreement (Integrated Orthopedics Inc), Stock Purchase Agreement (Origin Investment Group Inc), Share Purchase Agreement (Global Gold Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any material change in the business of the changes or events listed in Section 3.16 Company is likely to occur.

Appears in 5 contracts

Samples: Stock Purchase Agreement (Venturi Technologies Inc), Stock Purchase Agreement (Venturi Technologies Inc), Stock Purchase Agreement (Venturi Technologies Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company and each Subsidiary not to, without the prior consent of BuyerTGI, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc), Agreement and Plan of Reorganization (Transit Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 4.16 is likely to occur.

Appears in 4 contracts

Samples: Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BIMI International Medical Inc.), Stock Purchase Agreement (BOQI International Medical, Inc.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 4 contracts

Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp), Stock Purchase Agreement (Aduddell Industries Inc), Stock Purchase Agreement (Cogenco International Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 4 contracts

Samples: LLC Ownership Interest Purchase Agreement (Vystar Corp), Stock Purchase Agreement (Verilink Corp), Share Exchange Agreement (Melita International Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause the Company not to, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 4.15 is likely to occur.

Appears in 3 contracts

Samples: Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (mCig, Inc.), Asset Purchase Agreement (Stony Hill Corp.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.17 is likely to occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Masada Security Holdings Inc), Stock Purchase Agreement (Masada Security Holdings Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is reasonably likely to occur. Without limiting the foregoing, Seller will cause the Acquired Companies not to incur any Indebtedness other than Permitted Indebtedness.

Appears in 2 contracts

Samples: Share Purchase Agreement (Lennox International Inc), Share Purchase Agreement (Lennox International Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Sellers will each Seller shall not, and will cause the Company not to, without the prior consent written Consent of Buyer, (a) take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is would occur or be reasonably likely to occur; or (b) make any modification to any material Seller Contract or Governmental Authorization.

Appears in 2 contracts

Samples: Asset Purchase Agreement (Stewart & Stevenson LLC), Asset Purchase Agreement (Stewart & Stevenson Services Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will shall not cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 2 contracts

Samples: Acquisition Agreement (Carnegie International Corp), Acquisition Agreement (Carnegie International Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company and the Subsidiaries not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their his or its control, as a result of which any of the changes or events listed in Section 3.16 3.14 is authorized or is likely to occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Industrial Acoustics Co Inc), Stock Purchase Agreement (Industrial Acoustics Co Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (NHP Inc), Stock Purchase Agreement (WMF Group LTD)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (American Resources & Development Co), Stock Purchase Agreement (American Resources & Development Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers and the Acquired Companies will not, and will cause the Company not to, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 5.7 is likely to occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Redneck Foods Inc), Stock Purchase Agreement (Casino Journal Publishing Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to may occur.

Appears in 2 contracts

Samples: Stock Purchase Agreement (Foster L B Co), Stock Purchase Agreement (Foster L B Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Sellers and the Acquired Companies will not, and will cause the Company not to, without the prior consent of Buyer, which shall not be unreasonably withheld or delayed, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is 2.17 are likely to occur.

Appears in 2 contracts

Samples: Purchase Agreement (Franklin Covey Co), Purchase Agreement (School Specialty Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.16. is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 Material Adverse Effect is reasonably likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Outdoor Systems Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.18 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (MPW Industrial Services Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement hereof and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of BuyerPurchaser (which consent shall not be unreasonably withheld or delayed), take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 4.16 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Todhunter International Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, if the Closing does not occur on the date of this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 2.30 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Team Financial Inc /Ks)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 2.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement the Letter and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Stock and Partnership Interest Purchase Agreement (Ambi Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will take no action to cause the Company not toany Acquired Company, without the prior consent of Buyer, to take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.14 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Pharmaceutical Product Development Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.14 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vdi Media)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Acquired Companies and the Selling Shareholders will not, and will cause the Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within its or their or its control, as a result of which any of the changes or events listed in Section 3.16 3.22 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (JPM Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any common and reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.6 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Able Energy Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Sellers will each Seller shall not, and will cause the Company not to, without the prior consent written Consent of Buyer, (a) take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is would be reasonably likely to occur; or (b) make any modification to any Governmental Authorization.

Appears in 1 contract

Samples: Asset Purchase Agreement (Stewart & Stevenson Funding Corp.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers each Seller will not, and will use his, her or its Best Efforts cause the Company Acquired Companies not to, without the prior consent of the Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to will occur, except as expressly set forth on Schedule 3.16.

Appears in 1 contract

Samples: Stock Purchase Agreement (Computer Task Group Inc)

Negative Covenant. Except for distributions to Sellers in amounts consistent with prior periods and except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Office Centre Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers the Company will not, and the Shareholders will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.14 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Apa Optics Inc /Mn/)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 2.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 Schedule 4.9 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Svi Holdings Inc)

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or as set forth on Schedule 5.3, between the date of this Agreement and the Closing Date, Sellers the Company will not, and Seller will not and will cause the Company not to, without the prior written consent of BuyerPurchaser, take any affirmative action, action or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is 3.14 would be reasonably likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Greatbatch, Inc.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.13 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (United Grocers Inc /Or/)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.10 is likely to occur.

Appears in 1 contract

Samples: Share Purchase Agreement (Willis Lease Finance Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Exchange Agreement (American Resources & Development Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between during the date Term of this Agreement and the Closing DateAgreement, Sellers Shareholders will not, and will cause the Company Seller not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.9 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spartan Motors Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, Agreement or approved by Buyer between the date of this Agreement and the Closing Date, Sellers will not, not and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Office Centre Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreementherein, between the date of this Agreement and the Closing Date, Sellers will Seller shall not, and will cause shall not permit the Company not to, without the prior written consent of Buyer, : (a) take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is Sections 4.7 or 4.8 would be likely to occur; (b) make any modification to any Contract or Permit; or (c) enter into any compromise or settlement of any Action relating to the Company or the Business.

Appears in 1 contract

Samples: Stock Purchase Agreement (I Flow Corp /De/)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 SECTION 2.11 is reasonably likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Toro Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely 3.13 will occur; provided, however, that Sellers may amend the Operating Agreement to occurpermit Tax Distributions to be made to DFA in accordance with Section 5.5.

Appears in 1 contract

Samples: Membership Interest Purchase Agreement (Suiza Foods Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Sellers and the Acquired Companies will not, and will cause the Company not to, without the prior consent of Buyer, which shall not be unreasonably withheld or delayed, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 2.17 is likely to occur.

Appears in 1 contract

Samples: Purchase Agreement (Franklin Covey Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior consent of BuyerBuyer (which consent shall not be unreasonably withheld), take any affirmative action, or fail to take any reasonable action within its or their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allied Healthcare International Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will notneither Seller will, and nor will cause the any Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Courier Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company will not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to ss.3.17 will occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationsrent Inc)

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or as contemplated by Section 6.14, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 4.14 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Calloways Nursery Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of BuyerBuyers, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Partnership Interests Purchase Agreement (Texas Industries Inc)

Negative Covenant. Except as set forth on Part 5.3 of the Disclosure Letter or as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will shall not, and will shall cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 (other than Section 3.16(j)) is likely to occur.

Appears in 1 contract

Samples: Equity Interest Purchase Agreement (Coleman Cable, Inc.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.17 occurs or is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Guitar Center Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (JLM Industries Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.13 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Integrated Communication Networks Inc)

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Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 6.16 is likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Intermagnetics General Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Shareholders will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Accel International Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior written consent of BuyerBuyers, which consent may be withheld in Buyers' sole discretion, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Maverick Tube Corporation)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.13 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Standard Register Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Owners will not, and will cause the Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Bell Microproducts Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any changes the business or assets of the changes or events listed in Section 3.16 is likely to occurCompany.

Appears in 1 contract

Samples: Stock Purchase Agreement (Commercial National Financial Corp /Pa)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date and thereafter until the Escrow Release Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Genesis Solar Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Measurement Specialties Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers each Seller agrees that it will not, and will use its Best Efforts to cause the each Acquired Company not to, without the prior consent of BuyerBuyer (not to be unreasonably withheld, conditioned or delayed), take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Encore Medical Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of BuyerBuyers, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.16(a), (c), (d) or (i) is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Vernitron Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company Innerspace not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Tel Instrument Electronics Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.10 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Interwave Communications International LTD)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 2.14 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Morton Industrial Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this AgreementAgreement or as occurs in the ordinary course of business, between the date of this Agreement and the Closing DateClosing, Sellers the Company will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Svi Holdings Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the each Acquired Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.14 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Independence Holding Co)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, neither Sellers will not, and will cause nor the Company not to, without the prior consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Deltek Systems Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any reasonable affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is more likely than not to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Rollins Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateDate (or, if applicable, termination of this Agreement pursuant to Section 9) Sellers will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Sellers will not, and will cause the Company not to, without the prior written consent of the Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.1(q) is likely to occur.

Appears in 1 contract

Samples: Stock and Real Estate Purchase Agreement (American Locker Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, in particular Section 5.2, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allis Chalmers Energy Inc.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing DateClosing, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyerthe Purchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 4.13 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Netguru Inc)

Negative Covenant. Except as otherwise expressly permitted by this ----------------- Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.16. is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Infocure Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section Paragraph 3.16 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Exco Resources Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to 3.18 will occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationsrent Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nortech Systems Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company will not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to 3.18 will occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Nationsrent Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Principal Sellers will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.15 is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (General Parcel Service Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not to, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which the occurrence or likelihood of occurrence of any of the changes or events listed in Section 3.16 is likely to occur3.16.

Appears in 1 contract

Samples: Stock Purchase Agreement (Speizman Industries Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Buyer will not, and will cause the Company not to, without the prior consent of Buyerthe Majority Shareholders, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 5.16 is likely to occur, except where the Buyer's Board of Directors determines in good faith that it is in the best interest of the Buyer to take any actions contrary to the foregoing.

Appears in 1 contract

Samples: Reorganization Agreement (Pacific Coast Apparel Co Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company Companies not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 3.13 is likely to occur, Seller will additionally cause the Companies to refrain from undertaking any commitment without the prior written approval of Buyer.

Appears in 1 contract

Samples: Stock Purchase Agreement (Grant Prideco Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the each Acquired Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occurwill have a materially adverse impact on the Acquired Companies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Spar Group Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company not toneither Seller will, without the prior written consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 SECTION 4.23 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Maple Leaf Aerospace Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any material change in the business of the changes or events listed in Section 3.16 Company is likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Venturi Technologies Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers Seller will not, and will cause the Company not to, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a which will result of which in any of the changes or events listed in Section 3.16 is likely to occuroccurring.

Appears in 1 contract

Samples: Stock Purchase Agreement (Master Graphics Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Sellers will not, and will cause the Company each Subsidiary not to, without the prior consent of BuyerBuyer (which consent shall not be unreasonably withheld), take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.16 is likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Direct Focus Inc)

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