Negative Covenants of Acquiror. Except as expressly provided in this Agreement, or as set forth in Acquiror Disclosure Schedule 5.4, during the period from the date of this Agreement to the Effective Time, each of Acquiror and Acquiror Sub shall not (i) other than in connection with this Agreement, and except as would not have a material adverse effect on the ability of Acquiror and Acquiror Sub to perform their obligations hereunder, fail to conduct its business in the ordinary and usual course consistent with past practices and prudent banking practice, or fail to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees; (ii) knowingly take any action which would be reasonably expected to adversely affect or delay the ability of Acquiror or Acquiror Sub to perform their respective covenants and agreements on a timely basis under this Agreement or to consummate the transactions contemplated by this Agreement; (iii) knowingly take any action or knowingly fail to take any action that would reasonably be expected to result in any of its representations and warranties contained in Article IV of this Agreement not being true and correct in any material respect at the Effective Time; (iv) knowingly take any action which would be reasonably expected to adversely affect or delay the ability of the Acquiror or Acquiror Sub to obtain any necessary approvals, consents or waivers of any Governmental Entity required for the transactions contemplated hereby or which would reasonably be expected to result in any such approvals, consents or waivers containing any condition or restriction that would materially impair the value of the transaction to Acquiror; or (v) agree to do any of the foregoing.
Negative Covenants of Acquiror. Except as expressly contemplated by this Agreement, from the date hereof until the Effective Time, without the written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned) Acquiror shall not, and shall not permit any Acquiror Subsidiary to, do any of the following:
Negative Covenants of Acquiror. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Company and the Shareholders, from the date of this Agreement until the Effective Time, Acquiror will not do any of the following:
Negative Covenants of Acquiror. Except as expressly contemplated by this Agreement or otherwise consented to in writing by TARGET, from the date of this Agreement until the Effective Time, ACQUIROR will not do any of the following:
Negative Covenants of Acquiror. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Company, from the date hereof until the Effective Time, Acquiror shall not (a) declare, set aside or pay any dividend on, or make any other distribution in respect of, any of its capital stock; (b) except as set forth on Schedule 6.4, (i) redeem, repurchase or otherwise reacquire any share of its capital stock or any securities or obligations convertible into or exchangeable for any share of its capital stock, or any options, warrants or conversion or other rights to acquire any shares of its capital stock or any such securities or obligations; (ii) effect any reorganization or recapitalization; or (iii) split, combine or reclassify any of its capital stock; or (c) acquire or agree to acquire all or substantially all of the assets of or equity interests in any corporation, partnership, association or other business organization in exchange for shares of Acquiror Common Stock or options, warrants or other rights to acquire Acquiror Common Stock.
Negative Covenants of Acquiror. From the date hereof until the Effective Time, Acquiror shall not (a) declare or pay any dividend on or make any other distribution of cash or property in respect of, outstanding shares of its capital stock; or (b) redeem, repurchase or otherwise reacquire any shares of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock.
Negative Covenants of Acquiror. (a) Except pursuant to the Offer and the Merger or as otherwise consented to in writing by Company, during the period from the date of this Agreement to the purchase by Merger Sub of a majority of the shares of Company Common Stock pursuant to the Offer, Acquiror will not, and will not permit any of its subsidiaries or authorize any of its officers, directors, employees, agents, attorneys, accountants, financial or other advisors, investment bankers or other representatives (collectively, the "Acquiror Representatives") (where applicable) to, and will use its reasonable best efforts not to allow any Acquiror Representative to, prior to the termination (by early termination or otherwise) of the waiting period under the HSR Act in connection with the Offer and the Merger, acquire, merge or consolidate with, or purchase an equity interest in or a portion of the assets of, or otherwise take any action with or with respect to (including by agreeing to take any such action), any business or any corporation, partnership, association or other business organization or division thereof in -34- 39 the semiconductor test interface equipment industry (including any such entity that manufactures, distributes or sells probe cards, test sockets, ATE interfaces or ATE testboards), if such action or agreement to take any such action would require Acquiror to make a filing under the HSR Act with respect thereto.
Negative Covenants of Acquiror. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Target Companies, from the date of this Agreement to the Effective Time, Acquiror shall not, and shall not permit any of its subsidiaries to (i) amend any of the material terms or provisions of Acquiror's securities, (ii) agree in writing or otherwise to do the foregoing, or (iii) without first consulting with the Target Companies, (x) perform any act which, if performed, would prevent or excuse the performance of this Agreement by the Target Companies or which would result in any representation or warranty herein contained of the Acquiror to be untrue in any material respect as if originally made on and as of the Effective Time, or (y) fail to perform any act which, if omitted to be performed, would prevent or excuse the performance of this Agreement by the Target Companies or which would result in any representation or warranty herein contained of Acquiror to be untrue in any material respect as if originally made on and as of the Effective Time.
Negative Covenants of Acquiror. 26 6.03 PAYMENT TO LENDER OF THE COMPANY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27 ARTICLE VII ADDITIONAL AGREEMENTS
Negative Covenants of Acquiror. 26 6.03 PAYMENT TO LENDER OF THE COMPANY........................................................................27
