Restrictions on Conduct of the Business Sample Clauses

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 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 6.1, except (i) as expressly set forth on Section 6.2 of the Disclosure Schedule, (ii) as required by applicable Law, (iii) as expressly contemplated by the terms hereof or (iv) as consented to in advance in writing by Parent (which consent shall not be unreasonably withheld, conditioned or delayed), 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 Subsidiary of the Company not to: (a) amend its Charter Documents or Organizational Documents of its Subsidiaries; (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 or Company Warrants that are outstanding as of the Agreement Date or upon conversion of any shares of Company Preferred Stock; (d) (i) enter into or amend or modify any (A) Material Contract or (B) any Contract that would (if entered into, amended, renewed or modified prior to the Agreement Date) constitute a Material Contract, (ii) violate, terminate (other than non-renewals occurring in the Ordinary Course of Business), or waive any of the terms of any of its Material Contracts, or (iii) enter into, amend, modify or terminate (other than non-renewals occurring in the Ordinary Course of Business) any Contract or waive or release any rights or claims thereunder, which if so entered into, modified, amended, terminated, waived or released would be reasonably likely to (x) adversely affect the Company or any of its Subsidiaries (or, following consummation of the Merger, Parent or any of its Affiliates) in any ma...

Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.1, except as expressly set forth on Schedule 5.2 of the Disclosure Schedule, during the period from the date hereof and continuing until the earlier of the termination of this Agreement and the Effective Time, the Company shall not (and the Seller and each Key Stakeholder shall ensure that the Company does not) and shall cause its Subsidiaries not, to do any of the following (except to the extent expressly provided otherwise herein or as consented to in writing by Parent):

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 the provisions of Section 5.1 and subject to applicable Law, except as set forth on Schedule 5.2 of the Disclosure Letter, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the Closing Date, the Company shall not cause or permit, and the Selling Shareholders shall not cause or permit so far as possible through any voting rights attaching to their Company Capital Shares, any of the following with respect to itself and each of its Subsidiaries (except to the extent expressly provided otherwise herein or as consented to in advance in writing (including e-mail confirmation) by Purchaser, which consent, in the case of clause (d) shall not be unreasonably withheld, conditioned 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 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 the provisions of Section 6.1 and subject to applicable Law, except (i) as expressly set forth on Section 6.2 of the Company Disclosure Schedule, (ii) as expressly contemplated by the terms hereof or (iii) as consented to in advance in writing by Parent (in the case of the Company) or the Company (in the case of Parent), which consent shall not be unreasonably withheld, conditioned or delayed, during the period from the Agreement Date and continuing until the earlier of the valid termination of this Agreement and the Effective Time, (a) the Company shall not, and shall cause each of its Subsidiaries not to, take any action (or omit to take any action) that would, if such action or omission had occurred prior to the Agreement Date, have been required to be listed on Section 3.9 of the Company Disclosure Schedules and (b) Parent shall not, and shall cause each of its Subsidiaries not to, take any action (or omit to take any action) that would, if such action or omission had occurred prior to the Agreement Date, have been required to be listed on Section 4.9 of the Parent Disclosure Schedules. Nothing in this Section 6.2 is intended to or shall cause Parent or Midco to directly or indirectly control the Company or any of its Subsidiaries in violation of any Antitrust Law.

Restrictions on Conduct of the Business. Without limiting the generality or effect of this 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, and shall cause each Subsidiary not to do, cause or permit any of the following (except to the extent expressly provided otherwise herein and subject in all cases to (x) changes in Applicable Law occurring after the Agreement Date or (y) the prior written consent of Acquirer (it being hereby agreed by Acquirer that (1) following an e-mail request for consent by the Company, consent via e-mail from any Acquirer Authorized Representative shall be deemed written consent for purposes of this Section 4.2 and (2) in the event Acquirer receives a request in a manner specified in clause (1) above regarding actions to be taken (or omitted to be taken) by the Company or any of its Subsidiaries in response to COVID-19 that are reasonably designed to protect the health or welfare of employees or other relevant individuals (as expressly noted in such request by the Company) and failure to respond by Acquirer on a timely manner would reasonably be expected to jeopardize the health or welfare of employees or other relevant individuals, Acquirer shall be deemed to have consented to such action or omission if it fails to respond within 24 hours following the receipt of such request)):

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;