Purchaser Interim Covenants Clause Samples

Purchaser Interim Covenants. The Buyer agrees that from the Effective Date until the earlier of the Closing and the termination of this Agreement in accordance with the provisions of Section 2.5 hereof, except as (i) otherwise contemplated in this Agreement or (ii) set forth on Buyer Schedule 7.11, the Buyer shall (x) provide the Company with prompt written notice of any litigation initiated by or against the Buyer, of which the Buyer has notice and which relates to the transactions contemplated hereby or the ability of the Buyer to proceed to Closing and (y) without the prior written consent of the Company (which consent shall not be unreasonably conditioned, withheld or delayed), not do any of the following: (a) amend or restate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Buyer in a manner that would have a disproportionate adverse effect on the Sellers as compared to other holders of Buyer Common Stock; (b) split, combine or reclassify any Buyer Common Stock, declare or pay any dividend or other distribution with respect to Buyer Common Stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Buyer Common Stock, except for repurchases of shares of Buyer Common Stock at then-prevailing market prices pursuant to any Buyer share repurchase program as in effect from time to time, unless, in each case, equitable adjustments are made to the number of Buyer Shares constituting the stock consideration to be paid pursuant to Section 2.2(b) to the extent necessary to provide to the Sellers the same economic effect as contemplated by this Agreement prior to such event; (c) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization of the Buyer; (d) fail to timely file any document, report or other filing required of the Buyer under the Exchange Act; (e) take any action or fail to take any action that is intended to delay or prevent the Closing; or (f) take or agree in writing or otherwise to take any of the actions precluded by the foregoing provisions of this Section 7.11.