No Amendments or Issuance of Additional Shares. Seller shall not and Shareholder shall not cause or permit Seller to amend its charter, by-laws, or comparable governing instrument, which amendment would have a material adverse effect on the Assets, the Business or the transactions contemplated by this Agreement or which would require any additional consents or approvals of the transactions contemplated by this Agreement. Seller shall not and Shareholder shall not permit Seller to issue or sell any shares of its capital stock or other securities, or issue options, warrants or rights of any kind to acquire, or any securities convertible into, exchangeable for or representing a right to purchase or receive, any stock-based or stock-related awards or other equity-based awards, shares of its capital stock or other equity or other securities, or enter into any arrangement or contract with respect to the purchase or voting of shares of its capital stock or other equity, or adjust, split, combine or reclassify any of its securities, or make any other changes in its capital structure, if any such issuance, sale, contract, plan, understanding, arrangement, adjustment, split, combination, reclassification or changes would require any additional approvals of the transactions contemplated by this Agreement or would otherwise have a material adverse effect on the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Western Wireless Corp), Asset Purchase Agreement (Western Wireless Corp)
No Amendments or Issuance of Additional Shares. Seller shall not and Shareholder shall not cause or permit Seller to amend its charter, by-laws, or comparable governing instrument, which amendment would have a material adverse effect on the Assets, the Business or the transactions contemplated by this Agreement or which would require any additional consents or approvals of the transactions contemplated by this Agreement. Seller shall not and Shareholder shall not permit Seller to issue or sell any shares of its capital stock or other securities, or issue options, warrants or rights of any kind to acquire, or any securities convertible into, exchangeable for or representing a right to purchase or receive, any stock-based or stock-related awards or other equity-based awards, shares of its capital stock or other equity or other securities, or enter into any arrangement or contract with respect to the purchase or voting of shares of its capital stock or other equity, or adjust, split, combine or reclassify any of its securities, or make any other changes in its capital structure, if any such issuance, sale, contract, plan, understanding, arrangement, adjustment, split, combination, reclassification or changes would require any additional approvals of the transactions contemplated by this Agreement or would otherwise have a material adverse effect on the transactions contemplated by this Agreement.
Appears in 2 contracts
Samples: Asset Purchase Agreement (Western Wireless Corp), Asset Purchase Agreement (Western Wireless Corp)