Common use of Restrictions on Conduct of the Business Clause in Contracts

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):

Appears in 2 contracts

Samples: Membership Interest Purchase Agreement (Eventbrite, Inc.), Membership Interest Purchase Agreement (Pandora Media, Inc.)

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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 Company Disclosure Letter, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the ClosingPre-Closing Period, the Company shall not, and shall cause each other Acquired Company not to, 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 in Schedule 5.2 of the Company Disclosure Letter, as consented to in writing by BuyerAcquirer, which consent shall not be unreasonably withheld or delayedif and to the extent necessary to comply with Public Health Recommendations or other Applicable Law):

Appears in 2 contracts

Samples: Share Purchase Agreement (Applovin Corp), Share Purchase Agreement (Applovin Corp)

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, and shall cause each Subsidiary not to, 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 delayedPurchaser):

Appears in 2 contracts

Samples: Stock Purchase Agreement (Grail, Inc.), Stock Purchase Agreement (Grail, Inc.)

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 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):Acquirer:

Appears in 1 contract

Samples: Share Purchase Agreement (Marin Software Inc)

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 Company Disclosure LetterSchedule, during the period from the Agreement Date date hereof and continuing until the earlier of the termination of this Agreement and the ClosingEffective Time, the Company shall not do, cause or permit (and the Seller and each Key Stakeholder shall ensure that the Company does not) and shall cause the Company and any Subsidiary not its Subsidiaries not, to do) 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 delayedParent):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Guidewire Software, Inc.)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, 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):Acquirer).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Rocket Fuel Inc.)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 4.2 of the Company Disclosure Letter, Schedule V, Schedule VI, and Section 5.20, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the ClosingEffective Time, 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 delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Imperva Inc)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, the Company shall not do, cause or permit (and the Seller shall cause the Company and any each Subsidiary not to do, cause or permit) any of the following (except to the extent expressly provided otherwise herein or as consented to in writing by BuyerAcquirer, which consent shall not be unreasonably withheld or delayed):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pandora Media, Inc.)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingPre-Closing Period, 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 delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Biosciences Inc)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, the Company shall not do, cause or permit (and the Seller shall cause the Company and any each Subsidiary not to do, cause or permit) 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 delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Facebook Inc)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingPre-Closing Period, 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 with respect to the Company or any of its Subsidiaries (except to the extent expressly provided otherwise herein or as consented to in writing by Buyer, which consent shall not be unreasonably withheld or delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Castle Biosciences Inc)

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Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, 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 delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Farfetch LTD)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, 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 delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger (PubMatic, Inc.)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, 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 delayedAcquiror):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Zuora Inc)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the Section 5.14.1, except as expressly set forth on Schedule 5.2 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 ClosingEffective Time, the Company shall not, and shall cause the Subsidiary not doto, 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 delayedAcquirer):

Appears in 1 contract

Samples: Agreement and Plan of Merger and Plan of Reorganization (Ouster, Inc.)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.16.1, except (i) as expressly set forth on Schedule 5.2 Section 6.2 of the Company Disclosure LetterSchedule, (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 ClosingEffective Time, the Company shall not donot, cause or permit (and the Seller shall cause each Subsidiary of 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):to:

Appears in 1 contract

Samples: Agreement and Plan of Merger and Reorganization (Twilio Inc)

Restrictions on Conduct of the Business. Without limiting the generality or effect of the provisions of Section 5.15.1 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 ClosingEffective Time, 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 advance in writing by Buyer, which consent shall not be unreasonably withheld or delayedParent):

Appears in 1 contract

Samples: Agreement and Plan of Merger (Docusign Inc)

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 Company Disclosure Letter, during the period from the Agreement Date and continuing until the earlier of the termination of this Agreement and the ClosingPre-Closing Period, 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 BuyerAcquirer, which consent shall not be unreasonably withheld or delayed):

Appears in 1 contract

Samples: Non Competition Agreement (Chegg, Inc)

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