Common use of Negative Obligations of the Company Clause in Contracts

Negative Obligations of the Company. Except as (w) expressly required or permitted by this Agreement, (x) set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter or (y) approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 4 contracts

Samples: Agreement and Plan of Merger (Micrel Inc), Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Microchip Technology Inc)

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Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter Schedule or (yiii) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII hereof and the Effective Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 3 contracts

Samples: Agreement and Plan of Merger (Micro Linear Corp /Ca/), Agreement and Plan of Merger (Sirenza Microdevices Inc), Agreement and Plan of Merger (Transwitch Corp /De)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter or (yiii) as approved in advance by Parent in writing (writing, which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of (x) the termination of this Agreement pursuant to Article VIII and (y) the Effective Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Microchip Technology Inc), Agreement and Plan of Merger (Supertex Inc)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 6.2 of the Company Disclosure Letter Schedule or (yiii) as approved in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned withheld or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Appointment Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Spectralink Corp), Agreement and Plan of Merger (Polycom Inc)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as required by Law, (iii) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter Letter, or (yiv) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Section 9.1 and the Effective Time, the Company shall not do any of the following not, and shall not permit cause its Subsidiaries to not, do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger and Reorganization (Entropic Communications Inc), Agreement and Plan of Merger and Reorganization (Maxlinear Inc)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as required by Law, (iii) as set forth in Section 5.1 or Section 5.2 6.2 of the Company Disclosure Letter Letter, or (yiv) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII Section 10.1 and the Effective Time, the Company shall not do any of the following not, and shall not permit cause its Subsidiaries to not, do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Maxlinear Inc), Agreement and Plan of Merger (Exar Corp)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 6.2 of the Company Disclosure Letter Schedule or (yiii) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned withheld or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Appointment Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Mercury Interactive Corp), Iv Agreement and Plan of Merger (Hewlett Packard Co)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 4.2 of the Company Disclosure Letter Schedule or (yiii) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned delayed or delayedconditioned), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII VII and the Effective Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

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

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 6.2 of the Company Disclosure Letter or (yiii) as approved in advance by Parent in writing (which approval shall such consent not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Appointment Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Hewlett Packard Co), Agreement and Plan of Merger (ArcSight Inc)

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Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter Schedule or (yiii) as approved in advance by Parent in writing (which approval shall will not be unreasonably withheld, conditioned withheld or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Appointment Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Autodesk Inc), Agreement and Plan of Merger (Moldflow Corp)

Negative Obligations of the Company. Except as (w1) may be required by Applicable Law, (2) expressly required or permitted by this Agreement, (x3) set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter or (y4) approved in advance by Parent in writing (which approval shall writing, not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Lumentum Holdings Inc.), Agreement and Plan of Merger (Oclaro, Inc.)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 6.2 of the Company Disclosure Letter Schedule or (yiii) as approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed)writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Appointment Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Portal Software Inc)

Negative Obligations of the Company. Except as (wx) expressly required or permitted by this Agreement, (xy) set forth in Section 5.1 or Section 5.2 of the Company Disclosure Letter or (yz) approved in advance by Parent in writing (which approval shall not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Microsemi Corp)

Negative Obligations of the Company. Except (i) as (w) expressly required contemplated or permitted by this Agreement, (xii) as set forth in Section 5.1 or Section 5.2 6.2 of the Company Disclosure Letter or (yiii) as approved in advance by Parent in writing (which approval shall such consent not to be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement Date and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII IX and the Effective Appointment Time, the Company shall not do any of the following and shall not permit its Subsidiaries to do any of the following:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Sonosite Inc)

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