Common use of Certain Prohibited Activities Clause in Contracts

Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 of the Xxxxxxx Disclosure Schedule, Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Shire: (a) cease to be a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate of Incorporation or By-Laws (or equivalent charter documents); (g) violate or fail to comply in any material respect with any statute,

Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 5.2 of the Xxxxxxx Shire Disclosure Schedule, Xxxxxxx Shire shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of ShireXxxxxxx: (a) cease to be a corporation duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any applicable jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate Memorandum and Articles of Incorporation or By-Laws Association (or equivalent charter char- ter documents); (g) violate or fail to comply in any material respect with any statute,, law, ordinance, regulation, rule, order or other legal requirement of any government, authority or any other governmental department or agency, or any judgment, decree or order of any court or governmental body or agency applicable to its business or operations (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Shire Material Adverse Effect); (h) enter into any contract, agreement or other commitment with any present or former director, officer or securityholder of Shire or any person or entity controlled by any such person other than in the ordinary course of business and where the amount involved is not in excess of $500,000; (i) fail to comply in all material respects with all of its obligations with respect to all material Permits or voluntarily take or omit to take any action which could reasonably be expected to result in the revocation, nonrenewal, modification, suspension or termination of any such Permit (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Shire Material Adverse Effect); (j) (i) grant to any officer of Shire or any of its Subsidiaries any increase in compensation, (ii) grant to any employee of Shire or any of its Subsidiaries any increase in severance or termination pay, (iii) enter into any employment, severance or termination agreement with any employee of Shire or any of its Subsidiaries or (iv) enter into any Employment Obligation or permit the modification or termination of any existing Employment Obligation; (k) dispose of, permit to lapse, modify, terminate, grant any interest to any person or entity in, or create or suffer to exist any Lien with respect to, any Shire Intellectual Property; (l) take any action that would cause it to fail to maintain in full force and effect, comply in all material respects with all of the terms and provisions of or pay all premiums due on any Insurance Policy; (m) enter into any material agreement or permit the modification of any material agreement outside the ordinary course of business; (n) merge or consolidate with any other person or entity or acquire control of or purchase all or substantially all of the assets of any other person or entity; (o) voluntarily incur or permit the incurrence of any liability not in the ordinary course of business and in excess of $1,000,000; (p) adopt a plan of complete or partial liquidation; or (q) undertake any actions which would jeopardize accounting for the Merger as a pooling of interests.

Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 5.2 of the Xxxxxxx Shire Disclosure Schedule, Xxxxxxx Shire shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of ShireXxxxxxx: (a) cease to be a corporation duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any applicable jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate Memorandum and Articles of Incorporation or By-Laws Association (or equivalent charter char- ter documents); (g) violate or fail to comply in any material respect with any statute,, law, ordinance, regulation, rule, order or other legal requirement of any government, authority or any other governmental department or agency, or any judgment, decree or order of any court or governmental body or agency applicable to its business or operations (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Shire Material Adverse Effect); (h) enter into any contract, agreement or other commitment with any present or former director, officer or securityholder of Shire or any person or entity controlled by any such person other than in the ordinary course of business and where the amount involved is not in excess of $500,000; (i) fail to comply in all material respects with all of its obligations with respect to all material Permits or voluntarily take or omit to take any action which could reasonably be expected to result in the revocation, nonrenewal, modification, suspension or termination of any such Permit (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Shire Material Adverse Effect); (j) (i) grant to any officer of Shire or any of its Subsidiaries any increase in compensation, (ii) grant to any employee of Shire or any of its Subsidiaries any increase in severance or termination pay, (iii) enter into any employment, severance or termination agreement with any employee of Shire or any of its Subsidiaries or (iv) enter into any Employment Obligation or permit the modification or termination of any existing Employment Obligation; (k) dispose of, permit to lapse, modify, terminate, grant any interest to any person or entity in, or create or suffer to exist any Lien with respect to, any Shire Intellectual Property; (l) take any action that would cause it to fail to maintain in full force and effect, comply in all material respects with all of the terms and provisions of or pay all premiums due on any Insurance Policy; (m) enter into any material agreement or permit the modification of any material agreement outside the ordinary course of business; (n) merge or consolidate with any other person or entity or acquire control of or purchase all or substantially all of the assets of any other person or entity; (o) voluntarily incur or permit the incurrence of any liability not in the ordinary course of business and in excess of $1,000,000; (p) adopt a plan of complete or partial liquidation; or (q) undertake any actions which would jeopardize accounting for the Merger as a pooling of interests.

Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 5.2 of the Xxxxxxx Shire Disclosure Schedule, Xxxxxxx Shire shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of ShireXxxxxxx: (a) cease to be a corporation duly organized, validly existing and and, where applicable, in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any applicable jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate Memorandum and Articles of Incorporation or By-Laws Association (or equivalent charter documents); (g) violate or fail to comply in any material respect with any statute,, law, ordinance, regulation, rule, order or other legal requirement of any government, authority or any other governmental department or agency, or any judgment, decree or order of any court or governmental body or agency applicable to its business or operations (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Shire Material Adverse Effect); (h) enter into any contract, agreement or other commitment with any present or former director, officer or securityholder of Shire or any person or entity controlled by any such person other than in the ordinary course of business and where the amount involved is not in excess of $500,000; (i) fail to comply in all material respects with all of its obligations with respect to all material Permits or voluntarily take or omit to take any action which could reasonably be expected to result in the revocation, nonrenewal, modification, suspension or termination of any such Permit (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Shire Material Adverse Effect); (j) (i) grant to any officer of Shire or any of its Subsidiaries any increase in compensation, (ii) grant to any employee of Shire or any of its Subsidiaries any increase in severance or termination pay, (iii) enter into any employment, severance or termination agreement with any employee of Shire or any of its Subsidiaries or (iv) enter into any Employment Obligation or permit the modification or termination of any existing Employment Obligation; (k) dispose of, permit to lapse, modify, terminate, grant any interest to any person or entity in, or create or suffer to exist any Lien with respect to, any Shire Intellectual Property; (l) take any action that would cause it to fail to maintain in full force and effect, comply in all material respects with all of the terms and provisions of or pay all premiums due on any Insurance Policy; (m) enter into any material agreement or permit the modification of any material agreement outside the ordinary course of business; (n) merge or consolidate with any other person or entity or acquire control of or purchase all or substantially all of the assets of any other person or entity; (o) voluntarily incur or permit the incurrence of any liability not in the ordinary course of business and in excess of $1,000,000; (p) adopt a plan of complete or partial liquidation; or (q) undertake any actions which would jeopardize accounting for the Merger as a pooling of interests.

Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 of the Xxxxxxx Disclosure Schedule, Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Shire: (a) cease to be a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate of Incorporation or By-Laws (or equivalent charter documents); (g) violate or fail to comply in any material respect with any statute,, law, ordinance, regulation, rule, order or other legal requirement of any government, authority or any other governmental department or agency, or any judgment, decree or order of any court or governmental body or agency applicable to its business or operations (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Xxxxxxx Material Adverse Effect); (h) enter into any contract, agreement or other commitment with any

Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 of the Xxxxxxx Disclosure Schedule, Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Shire: (a) cease to be a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate of Incorporation or By-Laws (or equivalent charter documents); (g) violate or fail to comply in any material respect with any statute,, law, ordinance, regulation, rule, order or other legal requirement of any government, authority or any other governmental department or agency, or any judgment, decree or order of any court or governmental body or agency applicable to its business or operations (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Xxxxxxx Material Adverse Effect); (h) enter into any contract, agreement or other commitment with any