Common use of Negative Covenants Prior to Closing Clause in Contracts

Negative Covenants Prior to Closing. (a) From the date of this Agreement through the Closing (the “Pre-Closing Period”), the Company shall not: (i) Declare, or make payment in respect of, any dividend or other distribution upon any shares of capital stock of the Company; (ii) Redeem, repurchase or acquire any capital stock of the Company or any of its Subsidiaries; (iii) Amend the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws (other than the filing of the Certificate of Designations with the Secretary of State of the State of Delaware in accordance with this Agreement); (iv) Authorize, issue or reclassify any capital stock, or debt securities convertible into capital stock, of the Company (other than the authorization and issuance of the Shares, and the authorization of the shares of Common Stock underlying the Shares, in accordance with this Agreement); or (v) agree or commit to do any of the foregoing. (b) If during the Pre-Closing Period the Company takes any action that would require any anti-dilution adjustments to be made to the Shares under the Certificate of Designations, assuming the Shares were issued on the date of this Agreement, the Company shall make such anti-dilution adjustments to the conversion rate of the Shares.

Negative Covenants Prior to Closing. (a) From Except as provided herein, from the date of this Agreement through the Closing (the “Pre-Closing Period”), the Company shall not, and shall cause each of its Subsidiaries not to, take any actions outside of the ordinary course of business, without the prior consent of the Investors. Without limiting the generality of the foregoing, during the Pre-Closing Period, the Company shall not, and shall cause each of its Subsidiaries not to: (ia) Declaredeclare, or make payment in respect of, any dividend or other distribution upon any shares of capital stock Capital Stock of the Company, other than in connection with the Rights Offering; (iib) Redeemredeem, repurchase or acquire any capital stock Capital Stock of the Company or any of its Subsidiaries, except for obligations to repurchase, redeem or otherwise acquire shares of Capital Stock for nominal consideration under agreements with directors, officers or employees in effect on the date hereof; (iiic) Amend amend the Company’s Amended and Restated Certificate of Incorporation or Amended and Restated By-Laws (other than the filing of the Certificate of Designations with the Secretary of State of the State of Delaware in accordance with this Agreement); (ivd) Authorizeexcept in connection with the Rights Offering or the exercise of options to purchase shares of Common Stock presently outstanding under the Stock Plans, authorize, issue or reclassify any capital stockCapital Stock, or debt securities convertible into capital stockCapital Stock, of the Company (other than the authorization and issuance of the Shares, and the authorization of the shares of Common Stock underlying the Shares, in accordance with this Agreement); or (ve) agree or commit to do any of the foregoing. (b) If during the Pre-Closing Period the Company takes any action that would require any anti-dilution adjustments to be made to the Shares under the Certificate of Designations, assuming the Shares were issued on the date of this Agreement, the Company shall make such anti-dilution adjustments to the conversion rate of the Shares.