Negative Covenants of Buyer. During the period from the date of this Agreement to the Effective Time, except as contemplated by this Agreement, Buyer shall not, and shall not permit any of its Subsidiaries to, do any of the following, without the prior written Consent of ASBB (which Consent shall not be unreasonably withheld, delayed, or conditioned):
(a) amend its articles of incorporation or bylaws or similar governing documents of any of its Subsidiaries in a manner that changes any material term or provision of Buyer Common Stock or that otherwise would materially and adversely affect the economic benefits of the Merger to the holders of ASBB Common Stock or would materially impede Buyer’s ability to consummate the transactions contemplated by this Agreement;
(b) knowingly take any action that would prevent or impede the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code;
(c) set any record or payment dates for the payment of any dividends or distributions on its capital stock or other equity interest, or make, declare or pay any dividend or distribution (except for (A) dividends paid in the ordinary course of business by any direct or indirect wholly-owned Buyer Subsidiary to Buyer or any other direct or indirect wholly-owned Buyer Subsidiary, or (B) a quarterly cash dividend on Buyer Common Stock at a rate no greater than the rate paid by it during the fiscal quarter immediately preceding the date hereof and payment dates consistent with past practice);
(d) take any action or fail to take any action that at the time of such action or inaction is reasonably likely to prevent or would be reasonably likely to materially interfere with, the consummation of the Merger; or
(e) agree to or make any commitment to, take, or adopt any resolutions of the board of directors of Buyer in support of, any of the actions prohibited by this Section 6.3.
Negative Covenants of Buyer. Buyer agrees that from the date hereof --------------------------- to the Closing Date, without the prior written consent of Sellers, Buyer shall not: (i) amend, modify, change or terminate any provision of its certificate of incorporation or bylaws, (ii) create or assume any claim, lien or encumbrances upon any of its business or assets, (iii) incur any debt, obligation or liability, (iv) make any loan or advance, (v) assume, guarantee or otherwise become liable for any debt, obligation or liability of any Person, (vi) commit for any capital expenditure, (vii) purchase, lease, sell, abandon or otherwise acquire or dispose of any business or assets, (viii) waive any right or cancel any debt or claim, (ix) assume or enter into any contract or agreement other than this Agreement (and any other agreement contemplated herein), (x) increase, or authorize an increase in, the compensation or benefits paid or provided to any of their directors, officers, employees, salesmen, agents or representatives, (xi) permit or cause a breach or default under any of its contracts, insurance policies, licenses or permits, (xii) adopt or enter into any new employee benefit plan or modify any existing employee benefit plan, (xiii) participate in any merger, consolidation or reorganization, (xiv) begin to engage in any new type of business, (xv) acquire the business or any bulk assets of any other Person, (xvi) completely or partially liquidate or dissolve, (xvii) terminate any part of their business, (xviii) issue or sell any Buyer Shares, redeem, retire or purchase any Buyer Shares, or create, grant or issue any options, warrants or other contracts or Contract Rights with respect to, any Buyer Shares, or any other capital stock or other securities of Buyer, or create, grant or issue any stock options, stock appreciation rights, phantom shares or other similar rights or (xviii) do anything else outside the ordinary course of their business consistent with its past practices, whether or not specifically described in any of the foregoing clauses.
Negative Covenants of Buyer. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by the Company, Buyer will not and will not permit any of its Subsidiaries to, from the date hereof until the Effective Time:
(a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure;
(b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock;
(c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock;
(d) amend its charter, bylaws, or similar organizational documents;
(e) issue any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock, except for option grants to employees consistent with past practices or issuances of shares of Buyer Common Stock upon the exercise of any options, or designate any class or series of capital stock from its authorized but undesignated preferred stock;
(f) purchase any capital assets or make any capital expenditures (except as set forth in Buyer's current capital expenditures budget, a copy of which has been delivered to the Company) in excess of $250,000 in the aggregate, purchase any business, purchase any stock of any corporation, or merge or consolidate with any person;
(g) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to Buyer and its Subsidiaries, taken as a whole;
(h) incur, assume, or guarantee any indebtedness for money borrowed other than (i) borrowings incurred for working capital purposes under Buyer's existing revolving credit facilities or (ii) intercompany indebtedness;
(i) enter into any new Benefit Plan or program or severance or employment agreement, modify in any respect any existing Benefit Plan or program (except as required by law) or any existing employment or severance agreement, or, except as required under existing agreements or in the ordinary course of business consistent with past practice, grant any increases in compensation or ben...
Negative Covenants of Buyer. Except as otherwise required or expressly contemplated by this Agreement or consented to in writing by the Company (which consent or declination to consent shall not be unreasonably delayed or withheld), Buyer will not and will not permit any of its Subsidiaries, from the date hereof until the Effective Time, to:
(a) split, combine, or reclassify any shares of its capital stock or make any other changes in its equity capital structure;
(b) purchase, redeem, or otherwise acquire, directly or indirectly, any shares of its capital stock or any options, rights, or warrants to purchase any such capital stock or any securities convertible into or exchangeable for any such capital stock;
(c) declare, set aside, or pay any dividend or make any other distribution in respect of shares of its capital stock;
(d) amend its charter, bylaws, or similar organizational documents;
(e) purchase any material business, purchase a material amount of assets or stock of any corporation, or merge or consolidate with any person;
(f) sell, lease, license, encumber or otherwise dispose of any assets or properties, other than in the ordinary course of business consistent with past practice, which sales, leases, licenses, encumbrances or other dispositions of assets other than inventory, in any event, are not material to Buyer and its Subsidiaries, taken as a whole;
(g) change or modify in any material respect any existing accounting method, principle, or practice, other than as required by GAAP;
(h) except as expressly permitted pursuant to Section 9.1, take any action or omit to take any action that would or is reasonably likely to (i) result in any of the conditions to the Merger set forth in Article VIII not being satisfied, or (ii) prevent, materially delay or materially impede the consummation of the Merger;
(i) knowingly take any action that would result in a failure to maintain trading of Buyer Common Stock on the Nasdaq National Market;
(j) issue, or enter into an agreement to issue, a material amount of debt or equity securities in any transaction that would be reasonably likely to materially delay the Closing; or
(k) enter into any commitment to do any of the foregoing.
Negative Covenants of Buyer. Except as expressly contemplated by this Agreement or otherwise consented to in writing by the Company, from the date of this Agreement until the Closing Date, Buyer will not take or agree to take any action that would or is reasonably likely to result in any representations and warranties of Buyer set forth in this Agreement being untrue or in any of the conditions to the Purchase not being satisfied.
Negative Covenants of Buyer. For so long as the Buyer has any ------------------------------- outstanding obligations under this Agreement, the Buyer will not, without the prior written consent of the Seller:
(i) sell, lease or otherwise dispose of any of its assets other than in the ordinary course of business;
(ii) sell, assign or otherwise dispose of any of the Acquired Assets which is comprised of Intellectual Property as defined in Section 1;
Negative Covenants of Buyer. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of Target shall have been obtained, and except as otherwise expressly contemplated herein, Buyer covenants and agrees that it will not do or agree or commit to do any of the following:
(a) amend the certificate or articles of incorporation, bylaws or other governing instruments of any Buyer Entity, or
(b) incur any additional debt obligation or other obligation for borrowed money (other than indebtedness of a Buyer Entity to another Buyer Entity) in excess of an aggregate of $50,000 (for the Buyer Entities on a consolidated basis) except in the ordinary course of the business of the Buyer Entities consistent with past practices, or impose, or suffer the imposition, on any Asset of any Buyer Entity of any Lien or permit any such Lien to exist (other than in connection with Liens in effect as of the date hereof that are disclosed in the Buyer Disclosure Memorandum); or
(c) repurchase, redeem, or otherwise acquire or exchange (other than exchanges in the ordinary course under employee benefit plans or repurchases of shares of Buyer Common Stock from employees, officers, directors, consultants or other persons performing services for Buyer pursuant to agreements under which Buyer has the right to repurchase such shares upon the occurrence of certain events, such as the termination of services), directly or indirectly, any shares, or any securities convertible into any shares, of the capital stock of any Buyer Entity, or declare or pay any dividend or make any other distribution in respect of Buyer’s capital stock except that prior to the Effective Time, the Board of Directors of Buyer may declare a special cash dividend payable with respect to shares of Buyer Common Stock held by shareholders of Buyer as of a record date prior to the Effective Time and payable after the Effective Time, in an amount not to exceed $0.55 per share; or
(d) except for this Agreement, or pursuant to the exercise of stock options outstanding as of the date hereof and pursuant to the terms thereof in existence on the date hereof, or as disclosed in Section 7.4(d) of the Buyer Disclosure Memorandum, issue, sell, pledge, encumber, authorize the issuance of, enter into any Contract to issue, sell, pledge, encumber, or authorize the issuance of, or otherwise permit to become outstanding, any additional shares of Buyer Common Stock or any other capi...
Negative Covenants of Buyer. Without limiting the generality of Section 10.1 hereof and in furtherance and not in limitation thereof, Buyer shall, during the Earn-Out Term:
(a) Provide the Company and Selling Member: with the full and complete financial and operating reporting package customarily provided to other members of business units of the Buyer, including the Earn-out Reports provided by Buyer to Company and Seller Member set forth in Section 1.5 herein.
(b) Selling Member may also request and should be provided (without undue delay) such additional reports as may be necessary for the management of the business consistent those reports which Buyer provides to other business units of the Buyer.
Negative Covenants of Buyer. Until the satisfaction in full of the Obligations, Buyer shall not enter into any contractual obligations which would restrict or encumber the exercise by Seller of any material right or privilege under this Agreement or the Note except as otherwise provided herein.
Negative Covenants of Buyer. (a) Except as expressly contemplated by this Agreement or otherwise consented to in writing by Seller, from the date of this Agreement until the Closing, Buyer will not do any of the following: take any action or fail to take any action that could reasonably be expected to be materially adverse to the ability of Buyer to consummate the transactions contemplated by this Agreement and the Ancillary Agreements prior to the Closing, or that could reasonably be expected to adversely affect the ability of Buyer prior to the Closing to obtain consents of third parties or approvals of Governmental Entities required to consummate the transactions contemplated by this Agreement or any of the Ancillary Agreements.
