Common use of Prohibited Actions Pending Closing Clause in Contracts

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Purchaser in writing, from the date hereof until the Closing Date, the Seller shall cause the Company not to do or enter into the following: (a) amend or otherwise change its Articles of Incorporation, By-Laws or other organizational documents; (b) issue or sell, authorize for issuance or sale, grant any options or make any other agreements with third parties with respect to the Seller’s and/or the Company’s stock; (c) authorize or incur any additional debt for money borrowed, or incur any additional debt, liability or obligation other than in the ordinary course of business, other than in favor of Purchaser; (d) mortgage, pledge or subject to Lien or other encumbrance any of its properties or assets, or agree to do so; (e) sell or otherwise dispose of, or agree to sell or dispose of any of its assets or properties other than in the ordinary course of business; (f) amend or terminate any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of default thereunder; (g) assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do so; (h) make any change in accounting methods or principles; (i) compromise or settle any material Claim, other than with the consent of the Purchaser; (j) acquire any of the Seller’s or Company’s capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (k) take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement; (l) take any action or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect; or (m) agree to take any of the actions described in this Section 4.5.

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Purchaser in writing, from the date hereof until the Closing Date, the Seller and the Shareholders shall cause the Company Seller not to do or enter into the following: (a) amend or otherwise change its Articles of Incorporation, By-Laws or other organizational documents; (b) issue or sell, authorize for issuance or sale, grant any options or make any other agreements with third parties with respect to the Seller’s and/or stock, other than to the Company’s stockextent specifically contemplated by Section 3.17(e) hereof; (c) authorize or incur any additional debt for money borrowed, or incur any additional debt, liability or obligation other than in the ordinary course of businessobligation, other than in favor of Purchaser; (d) mortgage, pledge or subject to Lien or other encumbrance any of its properties or assets, or agree to do so; (e) sell or otherwise dispose of, or agree to sell or dispose of any of its assets or properties other than in the ordinary course of businessproperties; (f) amend or terminate any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of default thereunder; (g) assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do so; (h) make any change in accounting methods or principles; (i) compromise or settle any material Claim, other than with the consent of the Purchaser; (j) acquire any of the Seller’s or Company’s capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (k) take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement; (l) take any action or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect; or , as defined in Section 8.5 hereof, or (m) agree to take any of the actions described in this Section 4.5.

Prohibited Actions Pending Closing. Unless otherwise provided for ---------------------------------- herein or approved by Purchaser Buyer in writing, from the date hereof until the Closing Date, the Seller Sellers shall cause each of the Company and HPI not to do or enter into the following, however Buyer's consent shall be deemed received if Buyer does not object to any such action by Sellers within five (5) business days after notice by facsimile thereof: (a) 11.2.1. amend or otherwise change its Articles Certificate of Incorporation, By-Laws Formation or Certificate of Incorporation or other organizational documents; (b) 11.2.2. issue or sell, authorize for issuance or sale, grant any options or make any other agreements with third parties with respect to the Seller’s and/or LLC Interests or the Company’s stockHPI Stock; (c) 11.2.3. authorize or incur any additional debt for money borrowed, or incur any additional debt, liability or obligation other than in the ordinary course of businessbusiness for which Sellers shall not, other than in favor of Purchaserafter the Closing, be obligated; (d) 11.2.4. mortgage, pledge or subject to Lien or other encumbrance any of its properties or assets, or agree to do so; (e) 11.2.5. establish or adopt any Plan; modify, amend, restate, terminate or revise any Plan; take any action to deplete any asset of any Plan; or distribute any communication to any employee relating to a Plan; 11.2.6. sell or otherwise dispose of, or agree to sell or dispose of any of its assets or properties other than properties, except in the ordinary course of businessbusiness and except with respect to the pay-off of intercompany loans with the Company's affiliates through assignment of specified accounts receivables identified pre- Closing; (f) 11.2.7. amend or terminate any lease, contract, undertaking or other commitment listed in any of the disclosure schedules Schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of default thereunder; (g) 11.2.8. assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do soso do; (h) make 11.2.9. invest any change assets of the Company or HPI which are to be sold and transferred to Buyer except the reinvestment of cash or cash equivalents in accounting methods or principlesU.S. Treasury Bills and/or certificates of deposit; (i) compromise 11.2.10. except as otherwise expressly provided herein, pay any attorneys, accountants, finders or settle any material Claim, investment bankers' fees or other than expenses in connection with the consent of transactions contemplated by this Agreement (the Purchaser; (j) acquire any of foregoing covenant shall not prohibit the Seller’s or Company’s capital stock or other ownership interests payment of any other entity fees or acquire all or substantially all of the assets of another entity; (k) take any action prior expenses for services rendered to the Closing Date which would breach any of the representations and warranties contained in this AgreementCompany); (l) take any action or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect; or (m) agree to take any of the actions described in this Section 4.5.