Restrictions on Conduct of Company Business Sample Clauses

Restrictions on Conduct of Company Business. From the time of the execution of this Agreement until the first to occur of the Effective Time or the termination of this Agreement pursuant to Section 9.1, the Company shall not, nor shall it permit its Subsidiaries to, except to the extent (i) expressly provided for in this Agreement, (ii) required by applicable Law or any changes in GAAP, (iii) as described in Section 5.2 of the Disclosure Schedule, or (iv) as consented to in writing by Parent (such consent not to be unreasonably withheld):
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Restrictions on Conduct of Company Business. Except as expressly contemplated by this Agreement, the Company shall not, without the prior written consent of Parent:
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Restrictions on Conduct of Company Business. The Company shall not, and shall cause each Company Subsidiary not to, without the prior written consent of Acquiror: (i) enter into any transaction that would reasonably be expected to result in a Material Adverse Effect; (ii) amend its certificate of incorporation or bylaws (whether by merger, consolidation or otherwise); (iii) grant or knowingly permit any Encumbrance (other than a Permitted Encumbrance) on any of the Company’s properties or assets (whether tangible or intangible); (iv) sell, transfer, assign, convey, lease, license (other than on a non-exclusive basis pursuant to Ordinary Course Out-Licenses) or otherwise dispose of any material portion of the Company’s assets; (v) enter into any Contract for the purchase, sale, transfer, license or other disposition of any of the Company, any Company Subsidiary or their respective assets, whether by merger, share purchase, license or otherwise (other than pursuant to Ordinary Course Out-Licenses); (vi) enter into, amend, waive any rights under or terminate any Company Material Agreement; (vii) waive or release any material right or claim of the Company or any Company Subsidiary; (viii) transfer or provide a copy of any Company Source Code to any Person; (ix) borrow money or incur any indebtedness for borrowed money; (x) make or change any
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Restrictions on Conduct of Company Business. Between the date hereof and the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (which will not be unreasonably delayed):
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Restrictions on Conduct of Company Business. Except for the matters and actions set forth on Schedule 5.2, the Company shall not, and shall cause each of its Subsidiaries not to, without the prior written consent of Parent, except to the extent required by applicable Law (in which case, the Company shall (i) provide Parent advance notice of its intention to take actions required by applicable Law, (ii) discuss such actions with Parent and (iii) cooperate with Parent and take only those actions actually required for the Company to comply with applicable Law):
Sample 1
Restrictions on Conduct of Company Business. Except as set forth in Schedule 4.2 hereto or as expressly contemplated by the terms of this Agreement, the Company shall not, and shall cause each Company Subsidiary not to, without the prior written consent of Acquiror: (i) enter into any transaction or undertake any action, or omit to take any action, that would reasonably be expected to result in a Material Adverse Effect; (ii) amend its certificate of incorporation or bylaws (whether by merger, consolidation or otherwise); (iii) grant or permit any Encumbrance on any of the Company’s properties or assets (whether tangible or intangible), except in favor of Silicon Valley Bank; (iv) sell, transfer, assign, convey, lease, license (other than on a non-exclusive basis pursuant to Standard Form Out-Licenses in the ordinary course of business consistent with past practices) or otherwise dispose of any material portion of the Company’s assets; (v) enter into any Contract for the purchase, sale, transfer, license or other disposition of all or any portion of the Company or any Company Subsidiary or any of their respective assets, whether by merger, share purchase, license or otherwise (other than non-exclusive agreements to license or provide products of the Company to end-users pursuant to Standard Form Out-Licenses that have been entered into in the ordinary course of business consistent with past practices); (vi) enter into, amend, waive any rights under or terminate any
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Related to Restrictions on Conduct of Company Business

  • Restrictions on Conduct of Business Without limiting the generality of the terms of Section 6.1 hereof, except (i) as required by the terms hereof, or (ii) to the extent that Acquiree shall otherwise consent in writing, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier of the termination of this Agreement pursuant to the terms hereof or the Closing, neither the Acquiror, nor the Acquiror Principal Shareholder shall do any of the following, or permit the Acquiror to do any of the following:

  • Restrictions on Conduct of Executive (a) For purposes of this Section 11, the following definitions apply:

  • Covenants and Restrictions on Conduct of Business (a) The Trust agrees to abide by the following restrictions:

  • Restrictions on Business Activities There is no agreement, commitment, judgment, injunction, order or decree binding upon the Company or any Company Subsidiary or to which the Company or any Company Subsidiary is a party which has or would reasonably be expected to have the effect of prohibiting or materially impairing any business practice material to the Company or any Company Subsidiary, any acquisition of property by the Company or any Company Subsidiary or the conduct of business by the Company or any Company Subsidiary as currently conducted.

  • Restrictions on Business There shall be no restrictions on the business which Amalco is authorized to carry on.

  • Interim Conduct of Business (a) Except (i) as contemplated or permitted by this Agreement, (ii) as set forth in Section 6.1(a) of the Company Disclosure Letter, or (iii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed), at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article IX and the Acceptance Time, each of the Company and each of its Subsidiaries shall (A) carry on its business in the usual, regular and ordinary course in substantially the same manner as heretofore conducted, and (B) use its reasonable best efforts, consistent with past practices and policies, to keep available the services of the current officers, key employees and consultants of the Company and each of its Subsidiaries, and preserve the current relationships of the Company and each of its Subsidiaries with customers, suppliers and other Persons with whom the Company or any of its Subsidiaries has significant business relations as is reasonably necessary to preserve substantially intact its business organization.

  • Restriction on Activities Commencing as of the date first above written, and until the earlier of payment of the Note in full or full conversion of the Note, the Company shall not, directly or indirectly, without the Buyer’s prior written consent, which consent shall not be unreasonably withheld: (a) change the nature of its business; or (b) sell, divest, acquire, change the structure of any material assets other than in the ordinary course of business.

  • Restrictions on Competition During the term of this Agreement and for a period of one year after you cease to be an employee of DFC or an affiliate of DFC, you will not, without the prior written consent of DFC, (a) accept employment or render service to any person, firm or corporation, directly or indirectly, in competition with DFC, or any affiliate thereof for any purpose which would be competitive with the business of DFC and its affiliates within the Commonwealth of Puerto Rico or any other geographic area in which DFC or any affiliate of DFC by which you were employed, conducted operations (the "Restricted Area") or any business as to which studies or preparations relating to the entry into which were made by DFC or any affiliate of DFC by which you were employed within one year prior thereto (collectively, the "Restricted Businesses") or (b) directly or indirectly, enter into or in any manner take part in or lend your name, counsel or assistance to any venture, enterprise, business or endeavor, whether as proprietor, principal, investor, partner, director, officer, employee, consultant, adviser, agent, independent contractor or in any other capacity whatsoever for any purpose which would be competitive with the Restricted Businesses in the Restricted Area. An investment not exceeding 5% of the outstanding stock in any corporation regularly traded on any national securities exchange or in the over-the-counter market shall not be deemed to violate this provision, provided that you shall not render any services for such corporation.

  • Business Conducted Borrower shall continue in the business currently conducted by it using its best efforts to maintain its customers and goodwill. Borrower shall not engage, directly or indirectly, in any line of business substantially different from the business conducted by it immediately before the Closing Date, or engage in business or lines of business which are not reasonably related thereto.

  • Business Conduct Merger Sub was incorporated on November 5, 2020. Since its inception, Merger Sub has not engaged in any activity, other than such actions in connection with (a) its organization and (b) the preparation, negotiation and execution of this Agreement and the Transactions. Merger Sub has no operations, has not generated any revenues and has no assets or liabilities other than those incurred in connection with the foregoing and in association with the Merger as provided in this Agreement.

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