Common use of Negative Covenants of Sellers Clause in Contracts

Negative Covenants of Sellers. Between the date hereof and the Closing without Buyer's prior written consent, no Seller will take any action to, and each Seller shall cause the Company or any of its Subsidiaries to not: (a) pay any dividend or make any similar distribution, redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any loan or enter into any transaction with or distribute any assets or property to or on behalf of, or otherwise make any payment to or on behalf of, any of its officers, directors, shareholders, Affiliates or other Insiders (as defined in SECTION 5.9) (other than (i) base compensation, accrued bonuses, benefit payments and expense reimbursement, in each case, paid to its officers or directors that are not affiliated with a Designated Seller in the ordinary course of business, (ii) inter-company loans among the Company and its Subsidiaries made and repaid in the ordinary course of business and (iii) dividends or other distributions paid by any Subsidiary of the Company to the Company or Subsidiary thereof in the ordinary course of business); (b) sell, lease, license or otherwise dispose of any interest in any of the material, tangible or intangible, assets of the Company or its Subsidiaries (other than sales of inventory and obsolete equipment in the ordinary course of business), or permit any of the assets or property of the Company or its Subsidiaries to be subjected to any new Lien (other than in the ordinary course of business); (i) enter into, terminate, modify or amend in any material respect any Material Contract except in the ordinary course of business, (ii) terminate, modify or amend in any material respect any Consent of, with or to any Governmental Entity or (iii) modify or amend the Company's or any Subsidiary's charter documents or bylaws; (i) except for items 6 and 7 of SCHEDULE 5.16, grant any bonus or increase in the compensation or benefits of any employee or officer of the Company or any Subsidiary thereof, except as contemplated by SECTION 2.3(a) (other than in the ordinary course of business, and not in contemplation of this transaction contemplated hereby) or (ii) except as contemplated by SECTION 2.2(h), enter into, amend, modify or terminate any Plan or Compensation Commitment (as defined below); (e) except as contemplated by this Agreement, disclose any proprietary confidential information to any Person except in the ordinary course of business or where required by applicable Legal Requirements, or waive any rights of material value, except in the ordinary course of business or where required by applicable Legal Requirements; (f) institute or settle any claim or lawsuit involving equitable or injunctive relief or more than $500,000 in the aggregate; (g) acquire any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of its assets or stock; or (h) commit to do any of the foregoing.

Negative Covenants of Sellers. Between From the date hereof and Effective Date through the Closing without Buyer's prior written consentClosing, no Seller except as otherwise provided for in, or contemplated by, this Agreement and, except as consented to or approved by Purchaser in writing (which consent or approval shall not be unreasonably withheld), Sellers will take any action not permit Penreco to, and each Seller shall cause the Company or any of its Subsidiaries to not: (a) pay any dividend issue, sell or make any similar distributionagree to issue or sell, redeem, purchase or otherwise acquire, directly or indirectly, acquire any shares of its capital stockequity interests in, or make any loan outstanding options, warrants or enter into rights of any transaction with kind to acquire any equity interests in, Penreco; (b) effect any reorganization or distribute recapitalization; (c) adopt any assets or property amendments to or on behalf of, or otherwise make any payment to or on behalf of, any of its officers, directors, shareholders, Affiliates or other Insiders organizational documents; (as defined in SECTION 5.9d) (other than (i) base compensation, accrued bonuses, benefit payments change any policy or practice related to business transactions between Penreco and expense reimbursement, in each case, paid to its officers or directors that are not affiliated with a Designated Seller in the ordinary course of businesseither Seller, (ii) inter-company loans among change any method of accounting in effect at the Company Interim Financial Statement Date, except as may be required by Law and its Subsidiaries made disclosed to Purchaser at Closing, (iii) make or rescind any election relating to Taxes, (iv) settle or compromise any claim, action, suit, litigation, proceeding, arbitration, investigation, audit or controversy relating to Taxes or (v) change any method of reporting income or deductions for federal Income Tax purposes from those employed in the preparation of the federal Income Tax Returns for the taxable year ending December 31, 2006, except as may be required by Law and repaid disclosed to Purchaser at Closing; (e) incur any obligations for borrowed money or purchase money indebtedness, whether or not evidenced by a note, bond, debenture or similar instrument, except in the ordinary course of business and consistent with past practice, including borrowings under Penreco’s existing revolving credit arrangement, but apart from such borrowings, no such incurred obligations shall exceed $100,000 individually or in the aggregate without the prior consent of Purchaser; (iiif) dividends enter into, or other distributions paid by amend, modify, terminate or waive in any Subsidiary of the Company to the Company material respect, any Material Contract or Subsidiary thereof any material provision or right thereunder except in the ordinary course of business); (bg) sell, lease, license or otherwise dispose of any interest in any of the material, tangible or intangible, assets of the Company or its Subsidiaries (other than sales of inventory and obsolete equipment in the ordinary course of business), or permit any of the assets or property of the Company or its Subsidiaries to be subjected to any new Lien (other than in the ordinary course of business); (i) enter into, terminate, modify or amend in any material respect any Material Contract except in the ordinary course of business, (i) sell, transfer or otherwise dispose of any material assets, (ii) terminatecreate or permit to exist any new material security interest, modify Lien or amend in any material respect any Consent ofencumbrance on assets, with or to any Governmental Entity or (iii) modify enter into any material joint venture, partnership or amend other similar arrangement or form any other new material arrangement for the Company's conduct of business or (iv) purchase any material assets or securities of any Person; (h) directly or indirectly, through any representative or otherwise, solicit or entertain offers from, negotiate with or in any manner encourage, discuss, accept or consider any proposal of any Person other than Purchaser relating to the acquisition of Penreco or any Subsidiary's charter documents of its Assets (other than sales of inventory in the ordinary course), whether directly or bylaws;indirectly, through purchase, merger, consolidation or otherwise; and (i) except for items 6 and 7 of SCHEDULE 5.16, grant agree to take any bonus or increase in the compensation or benefits of any employee or officer of the Company or any Subsidiary thereof, except as contemplated by SECTION 2.3(a) (other than in the ordinary course of business, and not in contemplation of this transaction contemplated hereby) or (ii) except as contemplated by SECTION 2.2(h), enter into, amend, modify or terminate any Plan or Compensation Commitment (as defined below); (e) except as contemplated action prohibited by this Agreement, disclose any proprietary confidential information to any Person except in the ordinary course of business or where required by applicable Legal Requirements, or waive any rights of material value, except in the ordinary course of business or where required by applicable Legal Requirements; (f) institute or settle any claim or lawsuit involving equitable or injunctive relief or more than $500,000 in the aggregate; (g) acquire any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by the purchase of its assets or stock; or (h) commit to do any of the foregoingSection 7.5.

Negative Covenants of Sellers. Between Sellers covenant and agree that from and after the date hereof hereof, the Sellers will not, and will not permit the Closing Company to, without Buyer's the prior written consent, no Seller will take any action to, and each Seller shall cause the Company or any consent of its Subsidiaries to notBuyer: (a) pay any dividend Propose or make any similar distributioneffect a split or reclassification of its outstanding capital stock or a recapitalization; (b) Mortgage, redeem, purchase pledge or otherwise acquireencumber any Assets, directly or indirectly, any shares of its capital stockdispose of, or make any loan or enter into any transaction agreement with or distribute any assets or property respect to or on behalf of, or otherwise make any payment to or on behalf the disposition of, any Assets except for the sale of its officers, directors, shareholders, Affiliates or other Insiders (as defined in SECTION 5.9) (other than (i) base compensation, accrued bonuses, benefit payments and expense reimbursement, in each case, paid to its officers or directors that are not affiliated with a Designated Seller inventory in the ordinary course of business, (ii) inter-company loans among the Company and its Subsidiaries made and repaid in the ordinary course of business and (iii) dividends or other distributions paid by any Subsidiary of the Company to the Company or Subsidiary thereof in the ordinary course of business); (bc) sell, lease, license or otherwise dispose of Make any interest in any of the material, tangible or intangible, assets of the Company or its Subsidiaries (other than sales of inventory and obsolete equipment in the ordinary course of business), or permit any of the assets or property of the Company or its Subsidiaries to be subjected to any new Lien (other than in the ordinary course of business); (i) enter into, terminate, modify or amend capital commitments in any material respect any Material Contract except in the ordinary course of business, (ii) terminate, modify or amend in any material respect any Consent of, with or to any Governmental Entity or (iii) modify or amend the Company's or any Subsidiary's charter documents or bylaws; (i) except for items 6 and 7 of SCHEDULE 5.16, grant any bonus or increase in the compensation or benefits of any employee or officer excess of the Company or any Subsidiary thereof, except Capital Commitment List (a copy of which is attached hereto as contemplated by SECTION 2.3(a) (other than in the ordinary course of business, and not in contemplation of this transaction contemplated hereby) Schedule 5.2(c); or (ii) except as contemplated by SECTION 2.2(h), enter into, amend, modify or terminate --------------- any Plan or Compensation Commitment (as defined below); (e) except as contemplated by this Agreement, disclose any proprietary confidential information to any Person except in the ordinary course capital expenditures of business or where required by applicable Legal Requirements, or waive any rights of material valuemore than $100,000, except in the ordinary course of the Business pursuant to the Capital Expenditures Plan (a copy of which is attached hereto as a part of Schedule 3.4), or incur or become liable for any ------------ other material obligation or material liability except current liabilities in the ordinary course of business; (d) Adjust in any way, either directly or indirectly, the compensation or benefits paid or payable to any shareholder, officer, director, consultant, agent or employee of the Company except for such aggregate adjustments as may be made in the ordinary course of business not to exceed $50,000 and except as required under existing agreements described in one or where required by applicable Legal Requirementsmore of the Schedules hereto; (e) Enter into any contract or commitment except those made in the ordinary course of business the terms of which are consistent with past practice and reasonable in light of current conditions; (f) institute or settle Terminate any claim or lawsuit involving equitable or injunctive relief or more than $500,000 in the aggregatematerial contract (except by expiration of its term); (g) acquire Amend any other business or entity (or any significant portion or division thereof), whether by merger, consolidation or reorganization or by material contract outside of the purchase ordinary course of its assets or stock; orbusiness; (h) commit Make, change or revoke any tax election or make any agreement or settlement with any taxing authority; (i) Merge or consolidate the Company with or into any other entity or agree to do any of the foregoing; or (j) Commit in writing to waive or release any of its material rights with respect to the Business or any of the Assets.

Negative Covenants of Sellers. Between Sellers hereby covenant that, except as (i) prohibited by Law, (ii) expressly contemplated by this Agreement or on Section 6.2 of the Disclosure Letter or (iii) consented to in writing by Buyer (which consent shall not be unreasonably conditioned, withheld or delayed), from the date hereof of this Agreement until the Effective Time, Sellers shall cause the Fastener Subsidiaries not to do any of the following (provided that none of the following shall be construed to restrict the right and ability Sellers or their Affiliates prior to the Closing without Buyer's prior written consentClosing, no Seller will to take any action to, and each Seller shall cause expressly permitted under the Company or any last sentence of its Subsidiaries to not:Section 6.1 above): (a) pay except as may be required by applicable Law or an existing Plan (i) increase in any dividend or make any similar distribution, redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stock, or make any loan or enter into any transaction with or distribute any assets or property respect the compensation payable to or on behalf of, or otherwise make any payment to or on behalf of, become payable to any of its officers, directors, shareholders, Affiliates officers or other Insiders (as defined in SECTION 5.9) employees (other than (i) base compensation, accrued bonuses, benefit payments and expense reimbursement, pursuant to employment agreements in each case, paid to its officers effect on the date of this Agreement or directors that are not affiliated with a Designated Seller in the ordinary course of business, ); (ii) inter-company loans among grant any severance to (other than pursuant to its normal severance policy as in effect on the Company and date of this Agreement), or enter into any employment or severance agreement with, any director, officer or employee; (iii) establish, adopt, enter into or amend in any respect any Plan, except as may be required by Law; or (iv) lend, pay or contribute any funds to any of its Subsidiaries made and repaid directors, officers, employees or Affiliates (other than compensation payable in the ordinary course of business and reimbursement of fees and expenses); (iiib) dividends hire or promote any employees or independent contractors, other distributions paid by any Subsidiary of the Company to the Company than such hires or Subsidiary thereof promotions in the ordinary course of business); (bi) effect any reorganization or recapitalization of any Fastener Subsidiary; or (ii) make any change to the ownership structure of the Fastener Subsidiaries or otherwise make any change in the type, number or holding of the Shares or the Fastener Subsidiaries; (d) issue, deliver, award, grant or sell, or authorize or propose the issuance, delivery, award, grant or sale of, any of the Shares or any shares of any class of capital stock or other equity of the Fastener Subsidiaries, or any securities convertible into or exercisable or exchangeable for any such Shares or any rights, warrants or options to acquire, any such Shares; (e) sell, lease, license exchange, mortgage, pledge, transfer or otherwise dispose of, or agree to sell, lease, exchange, mortgage, pledge, transfer or otherwise dispose of any interest of its assets with a fair market value in any excess of the material, tangible $100,000 per location or intangible, assets of the Company or its Subsidiaries (other than sales of inventory and obsolete equipment $200,000 in the ordinary course of business), or permit any of the assets or property of the Company or its Subsidiaries to be subjected to any new Lien aggregate (other than in the ordinary course of business); (f) with respect to either Fastener Subsidiary (i) enter intochange any of its methods of accounting, terminateor accounting period, modify in effect at January 1, 2011 or as otherwise set forth in the Basis of Presentation, (ii) make, change or rescind any express or deemed material election relating to Taxes, other than on a consolidated basis (except where such election would have an adverse effect on Buyer or either Fasteners Subsidiary), (iii) amend any Tax Returns in any material respect respect, other than on a consolidated basis (except where such filing would have an adverse effect on Buyer or either Fasteners Subsidiary), (iv) settle or compromise any Material Contract material Litigation, Audit or controversy relating to Taxes, other than on a consolidated basis (except where such filing would have an adverse effect on Buyer or either Fasteners Subsidiary), (v) agree to any adjustment of any Tax attribute, (vi) enter into any agreement with a Tax authority, or (vii) surrender any right or claim to a refund that could have an adverse effect on Purchaser, either Fastener Subsidiary or an Affiliate thereof after the applicable Closing (other than the filing of Tax Returns in the ordinary course of business, (ii) terminate, modify or amend in any material respect any Consent of, business consistent with or to any Governmental Entity or (iii) modify or amend the Company's or any Subsidiary's charter documents or bylawspast practices unless an inconsistency is required by applicable Tax laws); (ig) except incur any material obligation for items 6 and 7 of SCHEDULE 5.16borrowed money or purchase money indebtedness, grant any bonus whether or increase in the compensation not evidenced by a note, bond, debenture, guarantee or benefits of any employee or officer of the Company or any Subsidiary thereof, except as contemplated by SECTION 2.3(a) similar instrument (other than in the ordinary course of business, and not in contemplation which shall include, for the avoidance of doubt, any draw-down of, or borrowings under, any revolving credit facility maintained as of the date of this transaction contemplated herebyAgreement by the Fastener Subsidiaries, all of which will be terminated or satisfied as of the Closing Date consistent with this Agreement) or enter into any material swap or other off-balance-sheet transaction for its own account (ii) except provided, for the avoidance of doubt, that the foregoing shall not prohibit or restrict the Fastener Subsidiaries from terminating any hedging arrangements maintained as contemplated of the date of this Agreement by SECTION 2.2(hthe Fastener Subsidiaries), or enter intointo any material economic arrangement having the economic effect of any of the foregoing, amend, modify or terminate any Plan or Compensation Commitment (as defined below); (e) except as contemplated by this Agreement, disclose any proprietary confidential information to any Person except other than in the ordinary course of business business; (h) fail to file any material Tax Return when due (taking into account any available extension (or where required by applicable Legal Requirementsalternatively, fail to file for any available extension); (i) settle or waive compromise any rights Litigation (other than Litigation relating to Taxes (which are subject to clause (f) above)) in an amount in excess of material value$100,000; (i) permit, except allow or suffer any of its assets with a fair market value in excess of $100,000 to be subjected to any Lien other than Permitted Liens; or (ii) other than in the ordinary course of business business, acquire any properties, assets or where required by applicable Legal Requirements; (f) institute rights in an amount in excess of $100,000 individually or settle any claim or lawsuit involving equitable or injunctive relief or more than $500,000 200,000 in the aggregate; (gk) enter into, adopt, amend or terminate any collective bargaining agreement; (l) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets or securities of, or by any other manner, any corporation, partnership, joint venture or other entity; (m) make or authorize any material capital expenditures (including information systems) or material commitment for capital expenditures in excess of $100,000 per location or $200,000 in the aggregate; (n) amend their respective Organizational Documents; (o) permit a Fastener Subsidiary to dissolve, wind-up or liquidate; (p) create, enter into, renew, amend, terminate or cancel any Material Contract; (q) fail to take commercially reasonable steps to protect, secure and preserve all owned software and confidential business records and data from unauthorized access, duplication or disclosure to anyone other than Buyer; (r) enter into a new line of business or entity abandon or discontinue existing lines of business; (s) waive any right or claim of material value or write off any significant portion material accounts receivable other than Intercompany Accounts; (t) effect any plant closing or division thereof)mass layoff, whether by mergereach as defined in WARN; (u) fail or delay to pay any material liability when due; (v) enter into any agreement, consolidation commitment or reorganization or by transaction with respect to taking any of the purchase of its assets or stockforegoing actions; or (hw) commit agree in writing or otherwise to do any of the foregoing.

Negative Covenants of Sellers. Between From and after the date hereof and until the Closing without Buyer's prior written consentClosing, no unless Buyer otherwise agrees in writing, each Seller will take any action to, and each Seller shall cause the Company or any of its Subsidiaries to not: (a) except as expressly contemplated by this Agreement, knowingly take or omit to take any action which, individually or in the aggregate, could be reasonably anticipated to have a Material Adverse Effect on the Business and/or the Purchased Assets; (b) knowingly take any action or omit to take any action that would require disclosure pursuant to Section 3.1(k) if each representation and warranty contained herein were remade as of the time of such action or omission; (i) other than in the ordinary course of business, pay any dividend or make any similar distribution, redeem, purchase or otherwise acquire, directly or indirectly, any shares of its capital stockequity securities, or (ii) make any loan or enter into any transaction with or distribute any assets or property to or on behalf of, or otherwise make any payment to or on behalf of, any of its officers, directors, shareholders, Affiliates or other Insiders Insiders, except (as defined in SECTION 5.9x) (other than (i) for base compensationsalary, accrued bonuses, benefit payments bonuses and expense reimbursement, in each case, commissions paid to its officers or directors that are not affiliated with a Designated Seller in the ordinary course of business, (ii) inter-company loans among the Company and its Subsidiaries made and repaid employees in the ordinary course of business or (y) for bonuses paid to officers and (iii) dividends or other distributions paid by any Subsidiary of the Company employees prior to the Company or Subsidiary thereof Closing Date in connection with the transactions contemplated hereby (in an amount up to $15,000 for any single Person); (d) with respect to the Business, (i) incur any Indebtedness (other than for purchases of inventory in the ordinary course of businessthe Business consistent with past practices), and (ii) institute any material change in the conduct of the Business or any change in its method of purchase, sale, lease, management, marketing, operation or accounting (including with respect to accounts receivable and inventory); (be) sell, lease, license or otherwise dispose of any interest in any of the material, material tangible or intangible, intangible assets of the Company or its Subsidiaries (other than sales of inventory and obsolete equipment in Business, including the ordinary course of business)Purchased Assets, or permit any of the assets Business' property (including the Purchased Assets) or property of the Company or its Subsidiaries equity securities (if any) to be subjected to any new Lien (Lien, other than sales of inventory in the ordinary course of businessbusiness and other than licenses granted to customers in the ordinary course of business pursuant to Contracts containing at least the following terms and restrictions: (i) Sellers shall expressly retain ownership of all Software Products developed by or for Sellers or the Business, including, without limitation, those delivered to or for the benefit of the customer, (ii) all licenses to Software Products shall be non-exclusive, (iii) customers may use, modify and make derivatives from a Software Product only for their own internal business purposes, (iv) third-parties may access a Software Product licensed to a customer only for the purpose of exercising the rights set forth in the foregoing subsection (iii) solely on behalf of such customer and solely for the customer's own internal business purposes, and (v) the customer and any such third party shall not use any Software Product for any other purpose, and shall not disclose any portion of any Software Product unless a specific request for such disclosure is made, and such disclosure is required under the customer's public records laws and regulations; (f) cause or permit Sellers to merge or consolidate with any other Person; (g) with respect to the Business, acquire a material amount of assets from any other Person outside the ordinary course of business and inconsistent with past practices; (h) enter into, amend or modify any employment, severance, deferred compensation or retirement or other similar agreement or arrangement with any Employee of the Business, or grant any increase in salary or bonus or otherwise increase the compensation payable to (whether in cash or otherwise) any Employee, advisor or agent employed in connection with or rendering services to the Business, except (i) wage or salary increases required by existing contracts or by compensation policies which are consistent with past practices and of which Buyer is notified in writing or (ii) for bonuses paid to officers and employees prior to the Closing Date in connection with the transactions contemplated hereby (in an amount up to $15,000 for any single Person); (i) hire any new Employee for the Business other than in the ordinary course, (ii) promote any Employee of the Business except in order to fill a position vacated after the date of this Agreement, or (iii) engage any consultant or independent contractor for the Business other than in the ordinary course; (j) take any action for its winding up, liquidation, dissolution or reorganization or for the appointment of a receiver, administrator or administrative receiver, trustee or similar officer of all or any of its assets or revenues; (k) with respect to the Business, enter intointo any agreement containing any provision or covenant limiting in any respect its ability to (i) sell or buy any products or services to or from any other Person, (ii) engage in any line of business or (iii) compete with any Person; (l) except as expressly contemplated by this Agreement, terminate, modify or amend in any Assumed Contract or Bond or, with respect of the Business, enter into any new material respect any Material Contract except except, in the ordinary course of business, (ii) terminate, modify or amend in any material respect any Consent of, with or to any Governmental Entity or (iii) modify or amend the Company's or any Subsidiary's charter documents or bylaws; (i) except for items 6 and 7 of SCHEDULE 5.16, grant any bonus or increase in the compensation or benefits case of any employee or officer of the Company or any Subsidiary thereofContract, except as contemplated by SECTION 2.3(a) (other than in the ordinary course of business, and not in contemplation of this transaction contemplated hereby) or (ii) except as contemplated by SECTION 2.2(h), enter into, amend, modify or terminate any Plan or Compensation Commitment (as defined below); (e) except as contemplated by this Agreement, disclose any proprietary confidential information to any Person except in the ordinary course of business consistent with past practice or where required by applicable Legal Requirements, or waive any rights of material value, except as provided in the ordinary course of business or where required by applicable Legal Requirements; (f) institute or settle any claim or lawsuit involving equitable or injunctive relief or more than $500,000 in the aggregate; (g) acquire any other business or entity (or any significant portion or division thereofSection 3.2(e), whether by merger, consolidation or reorganization or by the purchase of its assets or stock; or (hm) commit to do any of the foregoing.