Common use of Purchaser Interim Covenants Clause in Contracts

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.

Purchaser Interim Covenants. The Buyer agrees that from Purchaser hereby covenants that, during the Effective Date until the earlier of the Pre-Closing and the termination of this Agreement in accordance with the provisions of Section 2.5 hereofPeriod, except as (i) otherwise contemplated expressly provided in this Agreement or (ii) Agreement, as 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 in Section 6.2 of the Buyer Purchaser Disclosure Letter or as consented to proceed to Closing and (y) without in writing or email by the prior written consent of the Company Seller (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), not do any of the followingPurchaser shall not: (a) amend or restate the certificate of incorporation or bylaws (or equivalent organizational documents) Organizational Documents of the Buyer Purchaser in a manner that would have a disproportionate adverse effect on the Sellers Seller as compared to other holders of Buyer Purchaser Common Stock; (b) split, combine or reclassify any Buyer Purchaser Common Stock, declare or pay any dividend or other distribution with respect to Buyer Purchaser Common Stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Buyer Purchaser Common Stock, except for (i) regular quarterly cash dividends by the Purchaser with customary record and payment dates on shares of Purchaser Common Stock; and (ii) repurchases of shares of Buyer Purchaser Common Stock at then-then prevailing market prices pursuant to any Buyer the Purchaser’s share repurchase program as in effect from time to time, unless, in each case, equitable adjustments are made to the number of Buyer Purchaser Shares constituting the stock consideration to be paid pursuant to Section 2.2(b) Closing Stock Consideration to the extent necessary to provide to the Sellers Seller the same economic effect as contemplated by this Agreement prior to such event;; or (c) enter into or adopt a plan or agreement of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other material reorganization reorganization, in each case, of the Buyer; (d) fail Purchaser, unless equitable adjustments are made to timely file any document, report or other filing required the number of Purchaser Shares constituting the Buyer under Closing Stock Consideration to the Exchange Act; (e) take any action or fail extent necessary to take any action that is intended provide to delay or prevent the Closing; or (f) take or agree in writing or otherwise Seller the same economic effect as contemplated by this Agreement prior to take any of the actions precluded by the foregoing provisions of this Section 7.11such event.

Purchaser Interim Covenants. The Buyer Purchaser hereby covenants and agrees that that, from the Effective Date date hereof until the earlier of the Closing and the termination of this Agreement in accordance with the provisions of Section 2.5 hereofClosing, except as (i) otherwise contemplated expressly provided in this Agreement or (ii) Agreement, as set forth on Buyer Schedule 7.11, 6.09 or as consented to in writing by 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 Seller (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), not do any of the followingPurchaser shall not: (a) amend or restate the certificate of incorporation or bylaws (or equivalent organizational documents) of the Buyer Purchaser in a manner that would have a disproportionate adverse effect on the Sellers Seller as compared to other holders of Buyer Purchaser Common Stock; (b) split, combine or reclassify any Buyer Purchaser Common Stock, declare or pay any dividend or other distribution with respect to Buyer Purchaser Common Stock, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Buyer Purchaser Common Stock, except for repurchases of shares of Buyer Purchaser Common Stock at then-prevailing market prices pursuant to any Buyer Purchaser share repurchase program as in effect from time to time, unless, in each case, equitable adjustments are made to the number of Buyer Purchaser Shares constituting the stock consideration to be paid pursuant to Section 2.2(b) Stock Consideration to the extent necessary to provide to the Sellers Seller the same economic effect as contemplated by this Agreement prior to such event;; or (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 Purchaser, unless, in each case, equitable adjustments are made to timely file any document, report or other filing required the number of Purchaser Shares constituting the Buyer under Stock Consideration to the Exchange Act; (e) take any action or fail extent necessary to take any action that is intended provide to delay or prevent the Closing; or (f) take or agree in writing or otherwise Seller the same economic effect as contemplated by this Agreement prior to take any of the actions precluded by the foregoing provisions of this Section 7.11such event.

Purchaser Interim Covenants. The Buyer agrees that from From the Effective Date date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with the provisions of Section 2.5 hereofits terms, except as (i) otherwise contemplated expressly permitted or required in this Agreement or (ii) Agreement, as 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 Section 6.2 of the Buyer Purchaser Disclosure Schedule or as consented to proceed to Closing and (y) without the prior written consent of in writing by the Company (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), not do any none of the followingPurchaser Parties shall: (a) amend or restate the certificate of incorporation or incorporation, bylaws (or equivalent organizational documents) Organizational Documents of any of the Buyer Purchaser Parties in a manner that would have a disproportionate adverse effect on materially and adversely affect the Sellers as compared Seller or the Closing Stock Consideration, in each case disproportionately relative to other holders of Buyer Purchaser Common Stock; (b) split, combine or reclassify the Purchaser Common Stock or any Buyer Common Stockof its other equity interests, declare or pay any special dividend (whether payable in cash, property or other otherwise) or in-kind distribution with respect to Buyer the Purchaser Common StockStock or any of its other equity interests, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Buyer Purchaser Common StockStock or any of its other equity interests, except (i) for repurchases of shares of Buyer Purchaser Common Stock at then-prevailing market prices pursuant to any Buyer share repurchase program as in effect from time to timeas of the date of this Agreement, unless(iii) for repurchases in connection with the exercise, vesting and/or settlement of equity awards of the Purchaser or upon termination of service, or (iv) solely in each casethe case of any split, combination or reclassification of the Purchaser Common Stock, where equitable adjustments are made to the number of Buyer Shares shares of Purchaser Common Stock constituting the stock consideration to be paid pursuant to Section 2.2(b) Closing Stock Consideration to the extent necessary to provide to the Sellers Seller 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;Purchaser in a manner that changes the shares of Purchaser Common Stock, unless, in each case, equitable adjustments are made to the number of shares of Purchaser Common Stock constituting the Closing Stock Consideration to the extent necessary to provide to the Seller the same economic effect as contemplated by this Agreement prior to such event and the Transactions can still be consummated as contemplated by this Agreement prior to such event; or (d) fail grant any demand, piggyback or shelf registration rights, the terms of which are senior to timely file any document, report or other filing required conflict with the rights to be granted to the holders of the Buyer registrable securities under the Exchange Act; (e) take Registration Rights Agreement to any action other Person, or fail enter into any other agreements that conflicts with the rights to take any action that is intended be grant to delay or prevent the Closing; or (f) take or agree in writing or otherwise to take any holders of registrable securities under the actions precluded by the foregoing provisions of this Section 7.11Registration Rights Agreement.

Purchaser Interim Covenants. The Buyer agrees that from From the Effective Date date of this Agreement until the earlier of the Closing and the termination of this Agreement in accordance with the provisions of Section 2.5 hereofits terms, except as (i) otherwise contemplated expressly permitted or required in this Agreement or (ii) Agreement, as 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 Section 6.2 of the Buyer Disclosure Schedule or as consented to proceed to Closing and (y) without the prior written consent of in writing by the Company (which consent shall not be unreasonably conditionedwithheld, withheld conditioned or delayed), not do any of the followingPurchaser shall not: (a) amend or restate the certificate of incorporation or incorporation, bylaws (or equivalent organizational documents) documents of the Buyer Purchaser in a manner that would have a disproportionate an adverse effect on the Sellers as compared to other holders of Buyer Common StockSeller or the Closing Stock Consideration; (b) split, combine or reclassify the Purchaser Common Stock or any Buyer Common Stockof its other equity interests, declare or pay any special dividend or other in-kind distribution with respect to Buyer the Purchaser Common StockStock or any of its other equity interests, or redeem, repurchase or otherwise acquire or offer to redeem, repurchase, or otherwise acquire any Buyer Purchaser Common StockStock or any of its other equity interests, except for repurchases of shares of Buyer Purchaser Common Stock at then-prevailing market prices pursuant to any Buyer share repurchase program as in effect from time to timeas of the date of this Agreement, unless, with respect to the Purchaser, in each case, equitable adjustments are made to the number of Buyer Shares shares of Purchaser Common Stock constituting the stock consideration to be paid pursuant to Section 2.2(b) Closing Stock Consideration to the extent necessary to provide to the Sellers Seller 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;Purchaser, unless, in each case, equitable adjustments are made to the number of shares of Purchaser Common Stock constituting the Closing Stock Consideration to the extent necessary to provide to the Seller the same economic effect as contemplated by this Agreement prior to such event and the Transactions can still be consummated as contemplated by this Agreement prior to such event; or (d) fail grant any demand, piggyback or shelf registration rights, the terms of which are senior to timely file any document, report or other filing required conflict with the rights to be granted to the holders of the Buyer registrable securities under the Exchange Act; (e) take Registration Rights Agreement to any action other Person, or fail enter into any other agreements that conflicts with the rights to take any action that is intended be grant to delay or prevent the Closing; or (f) take or agree in writing or otherwise to take any holders of registrable securities under the actions precluded by the foregoing provisions of this Section 7.11Registration Rights Agreement.