Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Buyer, 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 3.14 would reasonably be expected to occur.
Appears in 3 contracts
Sources: Stock Purchase Agreement (NewGen Technologies, Inc), Stock Purchase Agreement (Titan Global Holdings, Inc.), Stock Purchase Agreement (Titan Global Holdings, Inc.)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerParent, 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 3.14 would reasonably be expected 3.15 is likely to occur.
Appears in 3 contracts
Sources: Acquisition Agreement (Infospace Com Inc), Transaction Agreement (Rational Software Corp), Agreement and Plan of Acquisition and Arrangement (Infospace Com Inc)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3is consistent with the Ordinary Course of Business, between the date of this Agreement and the Closing Date, the Company will not, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 2 contracts
Sources: Share Purchase Agreement (Sandisk Corp), Share Purchase Agreement (Alliance Semiconductor Corp /De/)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company Companies will not, without the prior written consent of BuyerParent, 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 referred to in Section 3.14 would reasonably be expected 3.10 is likely to occur.
Appears in 2 contracts
Sources: Canadian Share Exchange Agreement, Share Exchange Agreement (Ideal Accents Inc)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerSubsidiary which will not be unreasonably withheld, take any affirmative action, or fail to take any reasonable action within its control, as a result of which which, to the Company's Knowledge, any of the changes or events listed in Section 3.14 would reasonably be expected 5.16 is likely to occur.
Appears in 2 contracts
Sources: Merger Agreement (Shaw Industries Inc), Merger Agreement (Saul Julian)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing DateClosing, the Company will notshall, and shall cause each of its Subsidiaries to, refrain, without the prior written consent of BuyerAcquiror, take from taking 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 3.14 would reasonably be expected 3.15 is likely to occur.
Appears in 2 contracts
Sources: Merger Agreement (County Bancorp, Inc.), Merger Agreement (First Busey Corp /Nv/)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3----------------- Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within its or their control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 4.12 is likely to occur.
Appears in 2 contracts
Sources: Merger Agreement (One Voice Technologies Inc), Merger Agreement (Weber Dean)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will shall not, and shall cause the Subsidiaries not to, without the Parent’s prior consent of Buyerconsent, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.15 is likely to occur.
Appears in 2 contracts
Sources: Merger Agreement (Summit America Television Inc /Tn/), Merger Agreement (Scripps E W Co /De)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and Shareholders will not, and will cause the Company not to, without the prior consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 2 contracts
Sources: Merger Agreement (Packaged Ice Inc), Merger Agreement (Packaged Ice Inc)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement hereof and the Closing Date, the Company will not, without the prior written consent of BuyerParent, take any affirmative action, or fail to take any reasonable action within its controlaction, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 2.12 is likely to occur.
Appears in 1 contract
Sources: Merger Agreement (Avocent Corp)
Negative Covenant. Except as otherwise expressly permitted by ----------------- this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior written consent of BuyerParent, 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 3.14 would reasonably be expected 3.15 is likely to occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company ▇▇▇▇▇▇▇▇▇▇ will not, and will cause each Acquired Company not to, without the prior consent of Buyer, 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 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 1 contract
Sources: Stock Purchase Agreement (Styrochem International LTD)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, neither the Company will notCompany, the Shareholder Trust, nor ▇▇▇▇▇▇▇ will, without the prior consent of BuyerParent and Purchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected to 3.16 could occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, Majority Owners and the Company will not, without the prior consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 or Section 3.21 is likely to occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Buyer, 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 3.14 would reasonably be expected 3.12 is likely to occur.
Appears in 1 contract
Sources: Asset Purchase Agreement (Morrison Health Care Inc)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement November 30, 2000, and the Closing Date, neither of the Company will notCompanies will, without the prior consent of BuyerPurchaser, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected to 3.15 could occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3, between the date of this Agreement and the Closing DateAgreement, the Company will not, without the prior written consent of BuyerUNIT, 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 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 1 contract
Sources: Merger Agreement (Unit Corp)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of BuyerParent, 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 3.14 would reasonably be expected is likely to occur.. Table of Contents
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this ------------------ Agreement or as set forth on Schedule 6.3is consistent with the Ordinary Course of Business, between the date of this Agreement and the Closing Date, the Company will not, without the prior written consent of Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and the Company Shareholder will not, without the prior consent of Buyer▇▇▇▇▇▇▇▇, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company Parent Seller will not, and will cause the Company not to, without the prior consent of the Buyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 1 contract
Sources: Purchase and Sale Agreement (Measurement Specialties Inc)
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company and the Company Shareholder will not, without the prior consent of BuyerA▇▇▇▇▇▇▇, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which any of the changes or events listed in Section 3.14 would reasonably be expected 3.16 is likely to occur.
Appears in 1 contract
Negative Covenant. Except as otherwise expressly permitted by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent written Consent of Buyerthe Purchasers, 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 3.14 would is reasonably be expected likely to occur.
Appears in 1 contract
Sources: Stock Purchase Agreement (Universal Hospital Services Inc)
Negative Covenant. Except as otherwise expressly permitted by required pursuant to this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of the Buyer, 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 3.14 would 3.11 occurs or is reasonably be expected likely to occur.
Appears in 1 contract
Sources: Asset Purchase Agreement (Alliance Bankshares Corp)
Negative Covenant. Except as otherwise expressly permitted or contemplated by this Agreement or as set forth on Schedule 6.3Agreement, between the date of this Agreement and the Closing Date, the Company will shall not, without the prior written consent of Buyer, which consent will not be unreasonably withheld or delayed, 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 3.14 would or would reasonably be expected to occur.
Appears in 1 contract