Restricted Activities and Transactions. 25 7.3 Cooperation...............................................................................................25 7.4
Restricted Activities and Transactions. Without the prior written consent of the Purchaser, the Seller shall not engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur or assume any Lien, other than Permitted Liens, on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter, into any agreement or arrangement granting any preferential rights to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business other than in the ordinary course of business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; or (h) except in the ordinary course of business, enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses.
Restricted Activities and Transactions. Except as otherwise contemplated herein or in the Confidential Information Memorandum (including in connection with the Subscription Offers), as set forth in the Disclosure Letter or as otherwise consented to in writing (such consent not to be unreasonably withheld or delayed) by the other Combining Company, between the date of this Agreement and the earlier to occur of the Effective Time or the termination of this Agreement, no Combining Company will, nor will either Combining Company allow any of its Subsidiaries to:
Restricted Activities and Transactions. Except as otherwise consented to in writing by VSI, prior to the Effective Time of the Merger the Company will not and the Company will cause each of its Subsidiaries not to:
Restricted Activities and Transactions. From the date hereof, until Closing, except as may otherwise be permitted or required hereby, without Buyer's prior consent expressly identifying and referring to this paragraph 5.2, which consent shall not be unreasonably withheld or delayed, Seller will not directly or indirectly do or agree to do, and within the past forty-five (45) days Seller directly or indirectly has not done or agreed to do, any one or more of the following:
Restricted Activities and Transactions. Except as otherwise contemplated herein or in the Registration Statement, between the date of this Agreement and the earlier to occur of the Effective Time or the termination of this Agreement, (a) the Owners shall not sell, transfer or otherwise deliver their respective partnership interests in WRC, and (b) WNR shall not, and the Owners shall cause WRC not to:
Restricted Activities and Transactions. Without the prior written consent of the Purchaser, which consent will not be unreasonably withheld, none of the Sellers, Global Communications and Mexican Express shall engage in any one or more of the following activities or transactions with respect to the Business: (a) directly or indirectly create, incur, assume, or permit to be created, any Lien, other than Permitted Liens, on or with respect to any property or asset (including any document or instrument in respect of goods) of the Business, whether now owned or hereafter acquired, or any income or profits therefrom; (b) Transfer, or agree to Transfer, any part of the Business's assets, properties or rights, other than in the ordinary course of the business of the Business in accordance with past practice; (c) enter or agree to enter into any agreement or arrangement granting any right to purchase any of the Business's assets, properties or rights (including, without limitation, the Transferred Assets) or requiring the consent of any party to the Transfer of any such assets, properties or rights; (d) make or permit to be made any amendment to or termination of any Contract or any Approval relating to the Business, other than in the ordinary course of the business of the Business in accordance with past practice; (e) make any change in any profit-sharing, pension, retirement, long-term disability, hospitalization, insurance or other Employee Benefit Plan, payment or arrangement, except in the ordinary course consistent with past practice or as required by Law; (f) enter into any collective bargaining agreement; (g) enter into any contract or agreement except in the ordinary course of business in accordance with past practice; (h) enter into any compromise or settlement of any Action affecting or relating to the Business or any of its properties, assets or businesses; or (i) otherwise take any other action or permit any other event to occur which that result in a breach of any of the representations or warranties set forth in Article V hereof.
Restricted Activities and Transactions. The Seller shall not engage, or agree to engage, in any one or more of the following activities or transactions without the prior written permission of the Purchaser: (i) enter into or consummate any "ACQUISITION PROPOSAL" (as defined in Section 6.4 below); (ii) amend or otherwise change its certificate of incorporation or by-laws; (iii) sell or dispose of any assets, except for sales in the ordinary course of business in a manner consistent with past practice; (iv) cause to arise or permit to exist any Lien (other than a Permitted Lien) upon any of the Transferred Assets; (v) enter into or amend in any material respect any Contract that will be binding on the Purchaser with respect to the Transferred Assets or the Business; (vi) increase the compensation payable or to become payable to the employees of the Seller relating to the Business except for increases granted in the ordinary course of the Business in a manner consistent with past practice in accordance with the terms of the Contracts included on Schedule 2.1(g) attached hereto, or establish, adopt, enter into or amend any collective bargaining, bonus, profit sharing, thrift, compensation, stock option, restricted stock, pension, retirement, deferred compensation, employment, termination, severance or other plan, agreement, trust, fund, policy or arrangement relating to the Business for the benefit of any employee of the Seller employed therein; (vii) destroy or remove from the Facilities any Books or Records maintained in connection with the Business; (viii) enter into any lease, sublease, license, occupancy or other agreement relating to use, occupancy and/or possession of real property including the Real Property; (ix) terminate any policies of title, liability, fire, workers' compensation, property and any other form of insurance covering the Transferred Assets or operations of the Business; (x) settle any lawsuit or claim if such settlement imposes any continuing liability or non- monetary obligation on the Business or any of the Transferred Assets; (xi) waive any claims or rights relating to the Transferred Assets or the Business (xii) at any time within sixty (60) days prior to the Closing Date, effectuate a "plant closing" or "mass layoff" as those terms are defined in WARN or any state law, affecting any site of employment, facility, operating unit, or employee, of the Business; (xiii) remove any item of Equipment or Other Personalty (other than Inventory sold in the ordinary course and Exc...
Restricted Activities and Transactions. Except as otherwise consented to in writing by Parent, or contemplated by this Agreement, prior to the Effective Date, Target will not:
Restricted Activities and Transactions. Except as otherwise consented to in writing by Target, or contemplated by this Agreement, prior to the Effective Date, neither Parent nor Sub will:
