Common use of Negative Covenants Pending Closing Clause in Contracts

Negative Covenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.2(b) of the Parent Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company otherwise consents in advance in writing (such consent not to be unreasonably withheld, conditioned, or delayed), neither Parent nor any of its subsidiaries shall or may:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC)

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Negative Covenants Pending Closing. Except (x) as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.2(b5.1(b) of the Parent Company Disclosure Letter) or (y) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company Parent otherwise consents in advance in writing (such writing, which consent will not to be unreasonably withheld, delayed or conditioned, or delayed)the Company shall not, neither Parent nor and shall not permit any of its subsidiaries shall or mayto:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hospira Inc), Agreement and Plan of Merger (Pfizer Inc)

Negative Covenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.2(b) Without the prior written consent of the Parent Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company otherwise consents in advance in writing (such consent not to be unreasonably withheld, conditioned, conditioned or delayed), neither during the period from the date hereof and continuing until the earlier of the termination of this Agreement or the Closing Date, Parent nor any shall not and shall cause the Parent Subsidiaries not to, in each case, except as required by Law or as expressly contemplated by this Agreement or as set forth on Section 7.6 of its subsidiaries shall or maythe Parent Disclosure Schedule:

Appears in 1 contract

Samples: Stockholder Agreement (SXC Health Solutions Corp.)

Negative Covenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.2(b6.01(b) of the Parent Company Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.19.01, unless the Company Parent otherwise consents in advance in writing (such consent not to be unreasonably withheld, conditioned, or delayed), neither Parent the Company nor any of its direct or indirect subsidiaries shall or may:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Akili, Inc.)

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Negative Covenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.2(b5.1(b) of the Parent Company Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company Parent otherwise consents in advance in writing (such consent not to be unreasonably withheld, conditioned, or delayed), neither Parent the Company nor any of its direct or indirect subsidiaries shall or may:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

Negative Covenants Pending Closing. Except as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.2(b) of the Parent Disclosure Letter) or as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless the Company otherwise consents in advance in writing (such consent not to be unreasonably withheld, conditioned, or delayed), neither Parent nor any of its direct or indirect subsidiaries shall or may:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

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