Restrictions on Conduct of Business of the Company. The Sellers shall cause the Company and its Subsidiaries not to, without the prior written consent of Purchaser in accordance with Section 5.3 hereof:
(a) cause or permit any modifications, amendments or changes to the Articles of Association or the charter documents of any of the Company or any of its Subsidiaries;
(b) undertake any expenditure, transaction or commitment exceeding $100,000 individually;
(c) pay, discharge, waive or satisfy, in an amount in excess of $100,000 in any one case, any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), 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 material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any agreement, 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 Purchaser for review a reasonable time prior to filing, and Purchaser 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 other than as may be required by GAAP;
(g) declare, set aside, or pay any dividends on or make any other distributions (whether in cash, stock or property, and whether openly or concealed) in respect of any Company Capital Stock or of the capital stock of any of the Company’s Subsidiaries, or split, combine or reclassify any Company Capital Stock or issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of 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, new shares) except in accordance with the agreements evidencing Company Options;
(h) adopt or amend any Company Employee Plan, enter into or amend any Employee Agreement, enter into any employment contract other than in t...
Restrictions on Conduct of Business of the Company. Without limiting the generality of Section 4.1, except as expressly contemplated by this Agreement, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Effective Time, except as expressly contemplated by this Agreement, Acquiror shall otherwise consent in advance in writing (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not, and the Company shall not permit any Company Subsidiary to, do any of the following:
Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 4.1, during the Pre-Closing Period, the Company shall not, and shall cause its Subsidiary to not, cause or permit any of the following (except (x) as otherwise expressly permitted or required by the terms of this Agreement, (y) with the prior written consent of Acquirer (such consent not to be unreasonably withheld, conditioned or delayed with respect to clause (c) below), or (z) as set forth on Schedule 4.2 of the Company Disclosure Schedule):
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. 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. 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. In addition to the covenants set forth in Section 5.1, except as provided in Section 5.2 of the Disclosure Schedule, the Company shall not, without the prior written consent of Parent in accordance with Section 5.3 hereof:
(a) cause or permit any modifications, amendments or changes to the Charter Documents;
(b) undertake any expenditure, transaction or commitment exceeding $25,000 individually or $100,000 in the aggregate or any commitment or transaction of the type described in Section 3.16(a) hereof;
(c) pay, discharge, waive or satisfy, in an amount in excess of $25,000 in any one case, or $100,000 in the aggregate, any claim, liability, right or obligation (absolute, accrued, asserted or unasserted, contingent or otherwise), 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 material election in respect of Taxes, adopt or change any accounting method in respect of Taxes, enter into any agreement, 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, which approval shall not be unreasonably withheld or delayed;
(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 issue or authorize the issuance of any other securities in respect of, in lieu of or in substitution for, shares of 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 Common Stock) except in accordance with the agreements evidencing Company Options;
(h) adopt or amend any Company Employee Plan, enter into or amend any Employ...
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 Section 5.1, from the date hereof until the earlier of the termination hereof and the Closing, the Company will not, and the Shareholders will cause the Company not to, cause or permit any of the following (except to the extent expressly provided otherwise herein or as expressly consented to in writing by Purchaser):
Restrictions on Conduct of Business of the Company. Without limiting the generality or effect of the provisions of Section 4.1, and except (w) as expressly contemplated by this Agreement, (x) as required by applicable Legal Requirements, (y) as set forth on Schedule 4.2 to the Disclosure Letter, or (z) with the prior written consent of Acquiror, which shall not be unreasonably delayed, conditioned, or withheld, 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).
