Common use of PROHIBITED ACTIVITIES PRIOR TO CLOSING Clause in Contracts

PROHIBITED ACTIVITIES PRIOR TO CLOSING. Between the date of this Agreement and the Closing Date, and except as otherwise permitted by this Agreement, Stockholders will cause Company not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed): (i) to amend the Articles of Incorporation or Bylaws of Company; (ii) to change the authorized capital of Company or the equity ownership of Company or grant any options, warrants, puts, calls, conversion rights or commitments relating to the equity interests of Company; (iii) to declare or pay any dividend of Company or directly or indirectly purchase, redeem or otherwise acquire or retire for value or issue any shares of stock of Company; (iv) to enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures in excess of an aggregate of $5,000; (v) to increase the compensation payable or to become payable to any officer, director, stockholder, employee, consultant or agent, or make any bonus or management fee payment to any such person; (vi) to create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired; (vii) to sell, assign, lease or otherwise transfer or dispose of any property or equipment; (viii) to negotiate to acquire any business or begin any new business or project; (ix) to merge or consolidate or agree to merge or consolidate with or into any other corporation; (x) to waive any of its rights or claims; (xi) to breach or permit a breach of, amend or terminate, any material agreement, or any permit, license or other agreement or right to which Company is a party; (xii) to enter into any other transaction outside the ordinary course of its business or otherwise prohibited hereunder; (xiii) to make any oral or written public announcement concerning this transaction except as may be required by law, all of which announcements, if any, shall be forwarded to Buyer for review and comment at least seven days prior to dissemination; or (xiv) to allow any other action or omission, or series of actions or omissions, by Company or Stockholders that would cause a representation and warranty of Company and Stockholders made in Section 5.21 of this Agreement to be untrue on the Closing Date.

PROHIBITED ACTIVITIES PRIOR TO CLOSING. Between the date of this Agreement and the Closing Date, and except as otherwise permitted by this Agreement, Stockholders Members will cause Company not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed):Buyer: (i) to amend the Articles [Certificate of Incorporation Formation] or Bylaws Operating Agreement of Company; (ii) to change the authorized capital membership interests of Company or the equity ownership of Company or grant any options, warrants, puts, calls, conversion rights or commitments relating to the equity interests of Company; (iii) to declare or pay any dividend of Company or directly or indirectly purchase, redeem or otherwise acquire or retire for value or issue any shares of stock membership interests of Company; (iv) to enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures in excess of an aggregate of $5,000; (v) to increase the compensation payable or to become payable to any officer, director, stockholder, employee, consultant or agent, or make any bonus or management fee payment to any such person; (vi) to create, create or assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired; (vii) to sell, assign, lease or otherwise transfer or dispose of any property or equipment; (viii) to negotiate to acquire any business or begin any new business or project; (ix) to merge or consolidate or agree to merge or consolidate with or into any other corporation; (x) to waive any of its rights or claims; (xi) to breach or permit a breach of, amend or terminate, any material agreement, or any permit, license or other agreement or right to which Company is a party; (xii) to enter into any other transaction outside the ordinary course of its business or otherwise prohibited hereunder; (xiii) to make any oral or written public announcement concerning this transaction except as may be required by law, all of which announcements, if any, shall be forwarded to Buyer for review and comment at least seven days prior to dissemination; or (xiv) to allow any other action or omission, or series of actions or omissions, by Company or Stockholders Members that would cause a representation and warranty of Company and Stockholders Members made in Section 5.21 of this Agreement to be untrue on the Closing Date.

PROHIBITED ACTIVITIES PRIOR TO CLOSING. Between the date of this Agreement and the Closing Date, and except as otherwise permitted by this Agreement, Stockholders will cause Company not, without the prior written consent of Buyer (which consent shall not be unreasonably withheld or delayed):Buyer: (i) to amend the Articles of Incorporation or Bylaws of Company; (ii) to change the authorized capital of Company or the equity ownership of Company or grant any options, warrants, puts, calls, conversion rights or commitments relating to the equity interests of Company; (iii) to declare or pay any dividend of Company or directly or indirectly purchase, redeem or otherwise acquire or retire for value or issue any shares of stock of Company; (iv) to enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures in excess of an aggregate of $5,000; (v) to increase the compensation payable or to become payable to any officer, director, stockholder, employee, consultant or agent, or make any bonus or management fee payment to any such person; (vi) to create, create or assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired; (vii) to sell, assign, lease or otherwise transfer or dispose of any property or equipment; (viii) to negotiate to acquire any business or begin any new business or project; (ix) to merge or consolidate or agree to merge or consolidate with or into any other corporation; (x) to waive any of its rights or claims; (xi) to breach or permit a breach of, amend or terminate, any material agreement, or any permit, license or other agreement or right to which Company is a party; (xii) to enter into any other transaction outside the ordinary course of its business or otherwise prohibited hereunder; (xiii) to make any oral or written public announcement concerning this transaction except as may be required by law, all of which announcements, if any, shall be forwarded to Buyer for review and comment at least seven days prior to dissemination; or (xiv) to allow any other action or omission, or series of actions or omissions, by Company or Stockholders that would cause a representation and warranty of Company and Stockholders made in Section 5.21 of this Agreement to be untrue on the Closing Date.

PROHIBITED ACTIVITIES PRIOR TO CLOSING. Between the date of this Agreement and the Closing Dateor earlier termination of this Agreement, and except as otherwise permitted contemplated by this Agreement, Stockholders will Sellers shall not (as its relates to the Business), and shall cause the Company notnot to, without the prior written consent of Buyer (Buyer, which consent shall will not be unreasonably withheld or delayed):withheld: (ia) engage in any practice, take any action, fail to amend the Articles take any action or enter into any transaction which could cause any representation or warranty of Incorporation Sellers in this Agreement to be untrue or Bylaws result in a breach of Companyany covenant made by Sellers in this Agreement; (iib) to change breach, amend (except in the authorized capital ordinary course of Company business) or the equity ownership of Company terminate any material Assumed Lease, Permit, Material Customer Contract, Employee Contract or grant any options, warrants, puts, calls, conversion rights or commitments relating to the equity interests of CompanyOther Contract; (iiic) to declare or pay any dividend of Company or directly or indirectly purchase, redeem or otherwise acquire or retire for value or issue any shares of stock of Company; (iv) to enter into any contract or commitment or incur or agree to incur any liability or make any capital expenditures in excess of an aggregate of $5,000; (v) to increase the compensation payable or to become payable to any officer, director, stockholder, employee, consultant or agent, or make any bonus or management fee payment to any such person; (vi) to create, assume or permit to exist any mortgage, pledge or other lien or encumbrance upon any assets or properties whether now owned or hereafter acquired; (vii) to sell, assign, lease or otherwise transfer or dispose of any property or equipment; (viii) to negotiate to acquire any business or begin any new business or project; (ix) to merge or consolidate or agree to merge or consolidate with or into any other corporation; (x) to waive any of its rights or claims; (xi) to breach or permit a breach of, amend or terminate, any material agreement, or any permit, license or other agreement or right to which Company is a party; (xii) to enter into any other transaction outside the ordinary course of its the business of Sellers or otherwise prohibited hereunderunder this Agreement; (xiiid) sell, transfer, lease or otherwise dispose of any Assets, other than in the ordinary course of business; provided, however, that the foregoing restriction shall not prevent Sellers from selling scrap containers that have no net book value on Sellers’ Financial Statements; (e) except in the ordinary course of business, cause or, except in the ordinary course of business, permit to make exist any oral Encumbrance, covenant, condition, restriction, assessment, easement, right of way, obligation, encroachment or written public announcement concerning this transaction liability (“Title Defect”) whatsoever with respect to the Land or the Leased Real Property; (f) materially change or increase any compensation payable to, or benefits made available to, any Business Employees, except as may be to the extent required by lawlaw or in the ordinary course of business consistent with past practice; (g) except in the ordinary course of business, all relinquish, or seek to modify or amend any substantive term of, any Permit, other than in the ordinary course of which announcements, if any, shall be forwarded to Buyer for review and comment at least seven days prior to disseminationbusiness consistent with the past practice of the Business; or (xivh) agree to allow do any other action or omission, or series of actions or omissions, by Company or Stockholders that would cause a representation and warranty of Company and Stockholders made in Section 5.21 of this Agreement to be untrue on the Closing Dateforegoing.