Common use of Negative Covenants Pending Closing Clause in Contracts

Negative Covenants Pending Closing. Except (x) as required or specifically permitted by this Agreement (or as set forth in Section 5.1(b) of the Company Disclosure Letter) or (y) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless Parent otherwise consents in writing, which consent will not be unreasonably withheld, delayed or conditioned, the Company shall not, and shall not permit any of its subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Pfizer Inc), Agreement and Plan of Merger (Hospira Inc)

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Negative Covenants Pending Closing. Except (x) as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.1(b5.2(b) of the Company Parent Disclosure Letter) or (y) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless Parent the Company otherwise consents in writing, which advance in writing (such consent will not to be unreasonably withheld, delayed or conditioned, the Company shall notor delayed), and shall not permit neither Parent nor any of its subsidiaries toshall or may:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Peak Bio, Inc.), Agreement and Plan of Merger (Akari Therapeutics PLC)

Negative Covenants Pending Closing. Except Without limiting the generality of Section 5.1, during the period from the date of this Agreement to the Closing or the date this Agreement is terminated in accordance with its terms, except as (xi) as required or specifically permitted expressly contemplated by this Agreement Agreement, (ii) consented to by Buyer in writing (which consent shall not be withheld, delayed or as set forth in Section 5.1(b) of the Company Disclosure Letterconditioned unreasonably) or (yiii) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless Parent otherwise consents in writing, which consent will not be unreasonably withheld, delayed or conditioned, the Company shall not, and shall cause its Subsidiaries not permit any of its subsidiaries to:

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger

Negative Covenants Pending Closing. Except (x) as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.1(b) of the Company Disclosure Letter) or (y) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless Parent otherwise consents in writing, which advance in writing (such consent will not to be unreasonably withheld, delayed or conditioned, or delayed), neither the Company shall not, and shall not permit nor any of its subsidiaries toshall or may:

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Akari Therapeutics PLC), Agreement and Plan of Merger (Peak Bio, Inc.)

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Negative Covenants Pending Closing. Except (x) as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.1(b5.2(b) of the Company Parent Disclosure Letter) or (y) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless Parent the Company otherwise consents in writing, which advance in writing (such consent will not to be unreasonably withheld, delayed or conditioned, the Company shall notor delayed), and shall not permit neither Parent nor any of its direct or indirect subsidiaries toshall or may:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

Negative Covenants Pending Closing. Except (x) as required or specifically permitted by this Agreement (or as expressly set forth in Section 5.1(b) of the Company Disclosure Letter) or (y) as required by applicable Law, from the date of this Agreement until the earlier of the Effective Time and termination of this Agreement in accordance with Section 8.1, unless Parent otherwise consents in writing, which advance in writing (such consent will not to be unreasonably withheld, delayed or conditioned, or delayed), neither the Company shall not, and shall not permit nor any of its direct or indirect subsidiaries toshall or may:

Appears in 1 contract

Samples: Agreement and Plan of Merger (Adaptimmune Therapeutics PLC)

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