Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.1, except as expressly 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 do, cause or permit (and the Seller shall cause the Company and any Subsidiary not to do) any of the following (except to the extent expressly provided otherwise herein or as consented to in writing by Buyer, which consent shall not be unreasonably withheld or delayed):
Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.1 and subject to applicable Law, except as expressly set forth on Section 5.2 of the Disclosure Schedule, 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 cause or permit any of the following (except to the extent expressly provided otherwise herein or as consented to in advance in writing by Parent) (such consent, not to be unreasonably delayed, conditioned or withheld in the case of clauses (c), (d), (e), (k), (l), (p), (s) or (w))):
(a) amend its Charter Documents or equivalent organizational or governing documents;
(b) merge or consolidate itself with any other Person or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;
(c) declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its Equity Interests except for purchases from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service and issuances in connection with the exercise of any Company Options that are outstanding as of the Agreement Date;
(d) (i) enter into, amend, renew or modify any (A) Contract that would (if entered into, amended, renewed or modified prior to the Agreement Date) constitute a Material Contract other than in the Ordinary Course of Business, (B) Material Contract other than in the Ordinary Course of Business or (B) Contract requiring a novation or consent in connection with the Merger or the other transactions contemplated by this Agreement, (ii) violate, terminate or materially amend, any Material Contract, or (iii) enter into, materially amend or terminate any Contract, which if so entered into, amended or terminated would be reasonably likely to (A) result in a Materially Adverse Effect to the Company (or, following consummation of the Merger, Parent or any of its Affiliates), (B) materially impair the ability of the Company or the Stockh...
Restrictions on Conduct of the Business. Without limiting the generality or effect of Section 4.1, except as expressly set forth on Schedule 4.2 of the Company Disclosure Letter, during the Pre-Closing Period, the Company shall not cause or permit any of the following (except to the extent expressly provided otherwise herein or as consented to in writing by Acquirer):
Restrictions on Conduct of the Business. Without limiting the generality or effect of Section 4.1, except to the extent expressly provided otherwise herein, (i) as required by Applicable Law, (ii) as required to comply with any COVID-19 Measures, (iii) as consented to in writing by Acquirer (which consent shall not be unreasonably withheld, conditioned or delayed), or (iv) as expressly set forth on Schedule 4.2 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 Effective Time, the Company shall not, and shall cause each of the Subsidiaries not to, cause or permit any of the following:
Restrictions on Conduct of the Business. Without limiting the generality or effect of Section 4.1, except as expressly set forth on Schedule 4.2 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 Effective Time, the Company shall not, and shall cause each of the Subsidiaries not to, cause or permit any of the following (except to the extent as required under Applicable Law or expressly provided otherwise herein or as consented to in writing by Acquirer, which consent shall not be unreasonably withheld, conditioned or delayed, with requests for such consent having been delivered by e-mail to the e-mail address(es) set forth on Schedule 4.1 of the Company Disclosure Letter):
Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.1 and subject to applicable Law, except as expressly 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 Effective Time, the Company shall not cause or permit any of the following (except to the extent expressly provided otherwise herein or as consented to in advance in writing by Parent in its sole discretion, provided, that such approval not to be unreasonably delayed, conditioned or withheld in the cases of clauses (d), (f), (k), (l), (p), or (s)):
Restrictions on Conduct of the Business. Without limiting the generality or effect of Section 7.1, except as expressly set forth on Schedule 7.2, during the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Closing, Seller shall not, and the Seller Interestholders shall not permit Seller to, without the prior written consent of Buyer:
(a) take any affirmative action, or fail to take any reasonable action within its control, as a result of which any of the changes or events listed in Section 3.7 would be likely to occur;
(b) make any modification to any material Contract or Governmental Authorization outside of the ordinary course of business or that is materially detrimental to the Business;
(c) enter into any compromise or settlement of any Litigation relating to the Assets, the business of Seller or the Assumed Liabilities in excess of $10,000;
(d) (i) hire, or offer to hire, any additional employees, or any consultants or independent contractors of Seller or for the Business who earns or is expected to earn annual base compensation in excess of $100,000, (ii) terminate the employment (other than a termination for cause), change the title, office or position, or materially reduce the responsibilities of any employee of Seller or the Business who earns annual base compensation in excess of $100,000, (iii) amend or extend the term of any employment or consulting agreement with any officer, employee, consultant or independent contractor of Seller or the Business other than in the ordinary course of business,, (iv) issue any equity interests or add any new members of Seller;
(e) outside of the ordinary course of business, initiate, launch or begin any release, sale, marketing, distribution, promotion or any similar activity with respect to any new product or any new feature, upgrade or version of an existing product; provided that the foregoing will not prohibit Seller from releasing any patches or upgrades to fix a bug, defect or error that adversely affects the use of Seller’s products; or
(f) take or agree in writing or otherwise to take, any of the actions described in clauses (a) through (g) of this Section 7.2, or any action that would reasonably be expected to make any of Seller’s or Seller Interestholders’ representations or warranties contained herein untrue or incorrect or prevent Seller from performing or cause Seller not to perform one or more covenants, agreements or obligations required hereunder to be performed by Seller.
Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 7.1 and subject to applicable Law, except as (i) expressly set forth on Section 7.2 of the Acquired Company Disclosure Schedule, (ii) expressly provided otherwise in this Agreement or the Related Agreements or (iii) written consent of Buyer (such consent not to be unreasonably withheld or conditioned), during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and (i) with respect to ODA, the U.S. Closing, and (ii) with respect to ODA Australia, the Australia Closing, each Acquired Company shall not, and shall cause each of its Subsidiaries not to:
(a) amend its or any of its Subsidiaries’ organizational or governing documents;
(b) merge or consolidate itself or any of its Subsidiaries with any other Person or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization or other reorganization;
(c) declare or pay dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its or any of its Subsidiaries’ Equity Interests, or split, combine or reclassify any of its or any of its Subsidiaries’ Equity Interests or issue or authorize the issuance of, or commit to issue or set aside any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its or any of its Subsidiaries’ Equity Interests;
(d) (i) enter into, amend, renew, modify, or terminate any (A) Material Contract, (B) any Contract that would (if entered into, amended, renewed or modified prior to the Agreement Date) constitute a Material Contract, or (C) Contract requiring a novation or consent in connection with the Transactions, (ii) violate, terminate, renew, amend or modify (including by entering into a new Contract with such party or otherwise), waive any of the material terms of, or release or assign any of the rights or claims under, any of its Material Contracts, or (iii) enter into, amend, renew, modify or terminate any Contract or waive, release or assign any rights or claims thereunder, that if so entered into, modified, amended, terminated, waived, released or assigned would be reasonably likely to (A) adversely affect it or any of its Subsidiaries (or, following consummation of the Transactions, Buyer or any of its Affiliates) in any material respect,...
Restrictions on Conduct of the Business. Without limiting the generality or effect 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 and the Acquirer shall not do, cause or permit any of the following (except to the extent expressly provided otherwise herein or as consented to in writing by Acquirer and the Company):
Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 6.1 and subject to applicable Law, except as (i) expressly set forth on Section 6.2 of the Disclosure Schedule (ii) expressly provided otherwise in this Agreement or the Related Agreements or (iii) consented to in advance in writing by Parent (including via email), 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, and shall cause each of its Subsidiaries not to:
(a) amend its Charter Documents or equivalent organizational or governing documents;
(b) merge or consolidate itself with any other Person or adopt a plan of complete or partial liquidation, dissolution, consolidation, restructuring, recapitalization or other reorganization;
(c) declare or pay any dividends on or make any other distributions (whether in cash, stock or other property) in respect of any of its Equity Interests, or split, combine or reclassify any of its Equity Interests or issue or authorize the issuance of any Equity Interests or other securities in respect of, in lieu of or in substitution for its Equity Interests, or repurchase or otherwise acquire, directly or indirectly, any of its Equity Interests except for purchases from former employees, non-employee directors and consultants in accordance with agreements providing for the repurchase of shares in connection with any termination of service and issuances in connection with the exercise of any Company Options that are outstanding as of the Agreement Date;
