Certain Prohibited Transactions. The Standby Purchaser hereby covenants that, from and after the date hereof, so long as its commitment hereunder remains in effect, it will not sell, or enter into any agreement relating to the sale (including without limitation any short sale, equity swap or other hedge position) of, any shares of Arch capital stock or, except as otherwise expressly contemplated by this Section 11, engage in any other disposition of such shares that might negatively affect the market price of such shares; provided, however, that the foregoing provision will not apply to any agreement entered into prior to the date hereof (if not entered into in contemplation of the transactions contemplated by the Plan, the Merger Agreement or this letter agreement) or any transaction effected pursuant to the terms thereof. Notwithstanding the immediately preceding sentence, but subject to Section 3 above and Section 12 below, the Standby Purchaser may at any time, as it may determine in its sole and absolute discretion, sell or otherwise transfer, or acquire, or enter into any agreement relating to the sale, transfer or acquisition of, Rights or Unsecured Claims. The Standby Purchaser acknowledges that it has received copies of the Rights Agreement and the amendment thereto attached as Exhibit D to the Merger Agreement (the "Rights Plan Amendment"). Arch hereby covenants that it will not, without the prior written consent of the Standby Purchaser, further amend the Rights Agreement in any manner that would eliminate or reduce the ownership thresholds applicable to the Standby Purchaser thereunder; provided, however, that this sentence shall cease to be of any further force Arch Communications Group, Inc. MobileMedia Communications, Inc. Page 20 or effect at such time after the Effective Date as the Standby Purchaser ceases to beneficially own in the aggregate at least 10.0% of the outstanding shares of Existing Arch Common Stock.
Certain Prohibited Transactions. Without limiting the generality of subsection (a) above, Seller shall not, without the prior written approval of Buyer (which approval shall not be unreasonably conditioned or withheld):
Certain Prohibited Transactions. The Company shall not without the prior written approval of Acquiring Corporation and Stockholder:
Certain Prohibited Transactions. During the period from the date hereof through the Closing Date, Sellers shall not permit the Company or any Subsidiary to, without the prior written approval of Buyer:
Certain Prohibited Transactions. Except as otherwise contemplated by this Agreement, each of the Company and its Subsidiaries shall not, without the prior written consent of the Parent (which consent shall not be unreasonably withheld or delayed) from and after the date hereof:
Certain Prohibited Transactions. Seal shall not, without the prior written consent of Oakridge:
Certain Prohibited Transactions. From the date hereof through the Closing, without the prior written consent of Parent, neither the Company nor the Company Subsidiary shall (i) engage in any transaction or act except in the ordinary course of business and consistent with past practice, (ii) amend or change its organizational documents, (iii) issue or sell, or authorize for issuance or sale, or grant options, warrants or rights to purchase or subscribe to, or enter into any arrangement with respect to the issuance or sale of, any of its capital stock or any securities or obligations convertible into or exchangeable for any shares of its capital stock, or make any changes in its capital structure, (iv) organize any subsidiary, acquire any capital stock or other equity securities of any corporation, or acquire any equity ownership or other interest in any business, or merge with, liquidate into or otherwise combine with any other business, person or entity, (v) make any change in accounting policy, (vi) adopt, enter into, amend or terminate any employment, consulting, termination, severance or retention agreement or any Plan, (vii) enter into, terminate or amend in any material respect any contract or agreement, except in the ordinary course of business, (viii) make any capital expenditures in excess of $20,000, (ix) dispose of any property other than in the ordinary course of business and in an amount not exceeding $20,000, (x) pay, discharge, settle or satisfy or agree to pay, discharge, settle or satisfy, any Liabilities, other than when due in accordance with their respective terms and other than Liabilities, in each case, in an amount not in excess of $20,000, (xi) in any material respect, waive, release, grant or transfer any rights of value or modify or change any existing license, lease, contract or other agreement or arrangement to which the Company or the Company Subsidiary is a party, (xii) make any material change in the Company's or the Company Subsidiary's business or operations or (xiii) increase the salaries or other compensation payable or to become payable to, or make any advance (excluding advances for ordinary business expenses) or loan to, any officer, director, employee or stockholder of the Company or the Company Subsidiary, or increase or add to other benefits (including, without limitation, any bonus, profit sharing, pension or other plan) to which any of the Company's or Company Subsidiary's officers, directors, employees or stockholders may be entitled.
Certain Prohibited Transactions. Except as set forth on Schedule 4.27 hereof, from the date of the Financial Statements, the Company has not (i) entered into any Contract to merge or consolidate with any other Person; (ii) changed the character of its Business, or sold, transferred or otherwise disposed of any assets other than in the ordinary course of business; (iii) entered into any new compensation or benefit Contracts with its employees; (iv) entered into any new or amended, or modified any existing collective bargaining Contract; (v) loaned any money; (vi) issued or contracted to issue any debt or guarantees of debt or otherwise pledged its credit other than in the ordinary course of business; (vii) created or permitted to exist any new Lien on its property or assets; (viii) entered into any joint venture, partnership or other arrangement for the conduct of its Business; (ix) declared or paid any dividend or other distribution in respect of shares of capital stock; (x) made any purchase, redemption or other acquisition, directly or indirectly, of any outstanding shares of its capital stock, (xi) forgiven, released or compromised any indebtedness owed to the Company by any Person except upon full payment or, in the case of any customer, returns and allowances made in the Ordinary Course of Business consistent with past practices; (xii) paid any pension amount not required to be paid under any employee benefit pension plan as described in Section 4.19 hereof; (xiii) purchased any assets or securities of any Person, other than in the Ordinary Course of Business, (xiv) created any new subsidiaries; or (xv) waived any rights or amended, modified, canceled or terminated any Contract.
Certain Prohibited Transactions. (a) Except as otherwise agreed to in writing by Buyer, from and after the date hereof and until the Closing Date, Seller shall:
Certain Prohibited Transactions. Except with the prior written consent of the Buyer Representative, Seller will not permit any Acquired Company to (i) enter into any contract to merge or consolidate with any Person, (ii) change the character of its business, or sell, transfer or otherwise dispose of any material assets other than in the Ordinary Course of Business (iii) or purchase any assets or securities of any Person, other than in the Ordinary Course of Business.
