Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 4.1, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall not do, cause or permit any of the following (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Acquirer):
Restrictions on Conduct of Business of the Company. In addition to and without limiting the generality of Section 4.1, during such period, except as required by applicable Law or as otherwise specifically contemplated or permitted by or required pursuant to this Agreement, the Company shall not, and shall not permit any of its Subsidiaries to, without Parent’s prior written consent (which such consent shall not be unreasonably withheld, delayed or conditioned):
(a) Amend or otherwise make any change to its organizational documents (other than the addition of holders of Company Class B Units obtained upon exercise of Company Options as parties to the operating agreement of the Company);
(b) Declare, set aside or pay any dividends on or make any other distributions (whether in cash, securities or property) in respect of any of its issued Company Units, or split, combine or reclassify any of its Company Units or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for its Company Units, or repurchase, redeem or otherwise acquire, directly or indirectly, any Company Units except from former employees, non-employee managers and consultants in accordance with agreements existing at the date hereof providing for the repurchase of Company Units in connection with any termination of service;
(c) Accelerate, amend or change the period of exercisability or vesting of Company Options or other awards or rights granted under the Company Equity Plan or the vesting of the securities purchased or purchasable under such options, awards or rights, amend or change any other terms, including the exercise price or base value, of such options, awards or rights, or authorize cash payments in exchange for any such options, awards or rights or the securities purchased or purchasable under those options, awards or rights, or waive or amend the right of repurchase applicable to any Company Units;
(d) Except as permitted by Section 4.2(i), (i) enter into any Material Contract described in Section 2.18 (except for Material Contracts entered into in the ordinary course of business), or violate, amend, terminate or otherwise modify or waive any of the material terms of any Material Contract (except for Material Contracts amended or otherwise modified in the ordinary course of business), or change in any material respect the course of performance or payments thereunder, or (ii) enter into any Contract, or amend or otherwise modify any Contract which, if entered into or amended or modified bef...
Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 5.1, except as set forth on Schedule 5.2 of the Company Disclosure Letter, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, the Company shall not, and shall cause the US Subsidiary not to, do, cause or permit any of the following (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Buyer, such consent not to be unreasonably withheld or delayed):
Restrictions on Conduct of Business of the Company. During the period from the Agreement Date and continuing until the earlier of the termination of this Agreement or the Effective Time, the Company shall not, and shall cause the Subsidiaries to not, do any of the following (except to the extent expressly provided in this Agreement or as consented to in writing by Acquiror):
Restrictions on Conduct of Business of the Company. During the Pre-Closing Period, except as (i) set forth on Schedule 4.2 to the Company Disclosure Letter, (ii) as required, contemplated or permitted by this Agreement, (iii) as required by applicable law (including Section 409A of the Code), or (iv) with the prior written consent of the Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not:
Restrictions on Conduct of Business of the Company. The Company shall not, without the prior written consent of Parent:
(a) cause or permit any modifications, amendments or changes to the Charter Documents or any equivalent organizational document of any Subsidiary of the Company;
(b) undertake any expenditure (including capital expenditures), transaction or commitment exceeding $10,000 individually or $25,000 in the aggregate or any commitment or transaction of the type described in Section 3.13(a);
(c) pay, discharge, waive or satisfy, in an amount in excess of $10,000 individually or $25,000 in the aggregate, any claim, right or Liability, other than the payment, discharge or satisfaction in the ordinary course of business of liabilities reflected or reserved against in the Current Balance Sheet;
(d) adopt or change accounting methods or practices (including any change in depreciation or amortization policies or rates, or revenue recognition policies) other than as required by GAAP;
(e) make or change any election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any agreement or settle any claim or assessment in respect of Taxes, consent to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes or file any Return unless a copy of such Return has been delivered to Parent for review a reasonable time prior to filing, and Parent has approved such Return;
(f) revalue any of its assets (whether tangible or intangible), including writing down the value of inventory or writing off notes or accounts receivable;
(g) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any Company Capital Stock, or split, combine or reclassify any Company Capital Stock or directly or indirectly repurchase, redeem or otherwise acquire any shares of Company Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable for, Company Capital Stock);
(h) issue or authorize the issuance of any other securities, including any securities in respect of, in lieu of or in substitution for, shares of Company Capital Stock (or options, warrants or other rights convertible into, exercisable or exchangeable for, Company Capital Stock), it being understood that this restriction shall apply to any issuance pursuant to Company Options;
(i) issue, grant, deliver, pledge or sell or authorize or propose the issuance, grant, delivery, pledge or sale of,...
Restrictions on Conduct of Business of the Company. During the period beginning from the Termination Right Lapse Date and continuing until the earlier of the termination of this Agreement and the Effective Time, except to the extent (i) expressly provided in this Agreement or the Development Agreement or (ii) consented to in advance in writing by Acquiror, the Company shall conduct its business and operations in the Ordinary Course of Business, and shall use reasonable efforts to preserve intact its current business organization, keep available the services of its current officers and employees and maintain its relations and goodwill with all suppliers, customers, landlords, creditors, employees and other Persons having business relationships with the Company. By way of example and not limitation, the Company shall not, and the Company shall not permit any Company Subsidiary to, do any of the following (except to the extent expressly provided in this Agreement or as consented to in advance in writing by Acquiror):
Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of Section 4.1, from the date hereof until the earlier of the termination hereof and the Closing, Seller shall procure that neither Company nor any of its Subsidiaries, cause or permit any of the following (except to the extent expressly provided otherwise herein, as expressly consented to in writing by Purchaser or as required by applicable Law (in which case Seller will notify Purchaser before taking any such action)):
(a) Cause or permit any amendments to its organizational documents;
(b) Declare or pay any dividends on or make any other distributions (whether in cash, stock or property) in respect of any of its issued capital stock, or split, combine or reclassify any of its capital stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for shares of its capital stock, or repurchase, redeem or otherwise acquire, directly or indirectly, any shares of its capital stock;
(c) Terminate or amend any Material Contract otherwise in accordance with its current terms or enter into any Material Contract not in the ordinary course of business or enter into any Contract with warranty or indemnity provisions which are inconsistent with the standard terms set forth in Section 2.21 of the Disclosure Schedule;
(d) Issue or grant any securities or agree to issue or grant any securities;
(e) Other than in the ordinary course of business, hire or terminate the employment or engagement of any employees, consultants or independent contractors; enter into, or extend the term of, any employment or consulting Contract with any Person; or increase the salaries, wage rates or fees of any employees, consultants or independent contractors;
(f) Make any loans or advances to, or any investments in or capital contributions to, any Person, or forgive or discharge in whole or in part any outstanding loans or advances, other than advances to employees and consultants for travel and other expenses in the ordinary course of business;
(g) Sell, lease, license or otherwise dispose of or create, extend, grant or issue any Encumbrance over any of its properties or assets (other than in the ordinary course of business in connection with the license or sale of any of the Company’s products or services to customers;
(h) Incur any indebtedness for borrowed money or guarantee any such indebtedness or issue or sell any debt securities or guarantee any debt securities of others;
(i) Enter into any opera...
Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 5.1, except as set forth on Schedule 5.2 of the Company Disclosure Letter, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing, the Company shall not, and shall cause the Israeli Subsidiary not to, do, cause or permit any of the following (except to the extent expressly provided otherwise in this Agreement or as consented to in writing by Buyer (or its nominated directors on the board of directors of the Company and/or the Israeli Subsidiary), such consent not to be unreasonably withheld):
Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 4.1, and except (i) with the prior written consent (including, without limitation, e-mail consent) of Acquiror (which consent shall not be unreasonably withheld, conditioned or delayed), (ii) as specifically disclosed in Section 4.1 of the Disclosure Letter or (iii) as specifically contemplated by this Agreement or required by Legal Requirements or GAAP, during the Pre-Closing Period, the Company shall not, and shall cause each Company Subsidiary not to, take any action or omit to take any action that would have required disclosure under Section 2.10 if such action or omission occurred prior to the Agreement Date (except to the extent expressly provided otherwise in this Agreement) without the prior written consent of Acquiror.