Common use of Prohibited Actions Pending Closing Clause in Contracts

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Parent in writing, from the date hereof until the Closing, Acquired Corp shall not and shall cause each Acquired Entity not to: (a) issue or sell or authorize for issuance as sale, or grant any options or make other agreements with respect to, any shares of capital stock or any of its securities; (b) increase the number of shares eligible for grant under any stock option; (c) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (d) acquire (including by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof; (e) mortgage, pledge or subject to Lien, any of its assets or properties or agree to do so except for Permitted Liens; (f) take any action, other than in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivables); (g) make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (h) settle or compromise any pending or threatened suit, action or claim which is material or which relates to any of the transactions contemplated by this Agreement; (i) except in connection with the sale of any Acquired Entity's products in the ordinary course of business and consistent with past practice, sell, assign, transfer, license, sublicense, pledge or otherwise encumber any of the Intellectual Property Rights; or (j) announce an intention, commit or agree to do any of the foregoing.

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Parent in writing, from the date hereof until the Closing, Acquired Corp shall not and shall cause each Acquired Entity not tonot: (a) issue or sell or authorize for issuance as sale, or grant any options or make other agreements with respect to, any shares of capital stock or any of its securities; (b) increase the number of shares eligible for grant under any stock option; (c) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (d) acquire (including by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof; (e) mortgage, pledge or subject to Lien, any of its assets or properties or agree to do so except for Permitted Liens; (f) take any action, other than in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivables); (g) make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (h) settle or compromise any pending or threatened suit, action or claim which is material or which relates to any of the transactions contemplated by this Agreement; (i) except in connection with the sale of any Acquired EntityCorp's products in the ordinary course of business and consistent with past practice, sell, assign, transfer, license, sublicense, pledge or otherwise encumber any of the Intellectual Property Rights; or (j) announce an intention, commit or agree to do any of the foregoing.

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Parent in writing, from the date hereof until the Closing, Acquired Corp shall not and shall cause each Acquired Entity not tonot: (a) issue or sell or authorize for issuance as sale, or grant any options or make other agreements with respect to, any shares of capital stock or any of its securities; (b) increase the number of shares eligible for grant under any stock option; (c) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectlyorindirectly, any of its capital stock; (d) acquire (including by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof; (e) mortgage, pledge or subject to Lien, any of its assets or properties or agree to do so except soexcept for Permitted Liens; (f) take any action, other than in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivables); (g) make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (h) settle or compromise any pending or threatened suit, action or claim which is material or which relates to any of the transactions contemplated by this Agreement; (i) except in connection with the sale of any Acquired EntityCorp's products in the ordinary course of business and consistent with past practice, sell, assign, transfer, license, sublicense, pledge or otherwise encumber any of the Intellectual Property Rights; or (j) announce an intention, commit or agree to do any of the foregoing.

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Parent in writing, from the date hereof until the Closing, Acquired Corp Diomed shall not and shall cause each Acquired Entity Subsidiary not to: (a) issue or sell or authorize for issuance as sale, or grant any options or make other agreements with respect to, any shares of capital stock or any of its securities; (b) increase the number of shares eligible for grant under any stock option; (c) reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock; (d) acquire (including by merger, consolidation, or acquisition of stock or assets) any corporation, partnership, other business organization or any division thereof; (e) mortgage, pledge or subject to Lien, any of its assets or properties or agree to do so except for Permitted Liens; (f) take any action, other than in the ordinary course of business and consistent with past practice, with respect to accounting policies or procedures (including, without limitation, procedures with respect to the payment of accounts payable and collection of accounts receivables); (g) make any material Tax election or settle or compromise any material federal, state, local or foreign Tax liability; (h) settle or compromise any pending or threatened suit, action or claim which is material or which relates to any of the transactions contemplated by this Agreement; (i) except in connection with the sale of any Acquired Entity's products in the ordinary course of business and consistent with past practice, sell, assign, transfer, license, sublicense, pledge or otherwise encumber any of the Intellectual Property Rights; or (j) announce an intention, commit or agree to do any of the foregoing.