Common use of Purchaser Forbearances Clause in Contracts

Purchaser Forbearances. Except as described in Section 5.3 of the Purchaser Disclosure Schedule, as required by applicable law or as required by this Agreement, prior to the Effective Time or earlier termination of this Agreement, neither Purchaser nor any subsidiary of Purchaser will, without the prior written consent of Company: (a) adopt or propose to adopt any amendments to its organizational documents; (b) take any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken, which action or failure to act would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (c) adopt or propose to adopt a plan of complete or partial liquidation or dissolution of Purchaser; (d) (i) make, declare, pay or set aside for payment any dividend payable in cash, capital stock or other property on or in respect of, or declare or make any distribution on any shares of its capital stock (other than dividends from its wholly owned subsidiaries to it or another of its wholly owned subsidiaries) or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire (other than any purchases or acquisitions at the then current market price and repurchases of common shares in the ordinary course of business consistent with past practice made in connection with Tax withholding upon the vesting, distribution, settlement or forfeiture of awards in accordance with their terms and the terms of the applicable Purchaser Stock Plan as in effect on the date hereof), any shares of its capital stock; (e) take any action intended to or that would reasonably be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; or (f) agree to take, make any commitment to take, or adopt any resolutions of its Board of Directors in support of, any of the actions prohibited by this Section 5.3.

Purchaser Forbearances. Except as described in Section 5.3 During the period from the date of the Purchaser Disclosure Schedule, as required by applicable law or as required by this Agreement, prior Agreement to the Effective Time or earlier termination of this Agreement, neither except as set forth in the Purchaser nor Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law, Purchaser shall not, and shall not permit any subsidiary of Purchaser willits Subsidiaries to, without the prior written consent of Company:Company (such consent not to be unreasonably withheld, conditioned or delayed): (a) adopt amend its articles of incorporation, its bylaws, its regulations or propose comparable governing documents of its Subsidiaries in a manner that would adversely affect the economic benefits of the Merger to adopt any amendments to its organizational documentsthe holders of the Company Common Stock; (b) adjust, split, combine or reclassify any capital stock; ▇▇▇-▇▇▇▇-▇▇▇▇/10/AMERICAS (c) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution of Purchaser; (d) make any written communications to the employees of the Company or any of its Subsidiaries without the prior consent of the Company, which consent shall not be unreasonably withheld, conditioned or delayed; (e) take any action, cause any action to be taken, or knowingly fail to take any action or fail to cause any action to be taken, which where such action or failure to act would prevent or impede, is intended to or could reasonably be expected to prevent result in (i) any of the Purchaser’s representations and warranties set forth in this Agreement being or impedebecoming untrue in any material respect at any time at or prior to the Effective Time, (ii) any of the conditions to the Merger set forth in Article VII not being satisfied in a timely manner, (iii) the Merger being prevented or impeded from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; , or (civ) adopt or propose to adopt a plan material violation of complete or partial liquidation or dissolution this Agreement, except, in the case of Purchaser; (d) clauses (i) make), declare, pay or set aside for payment any dividend payable in cash, capital stock or other property on or in respect of, or declare or make any distribution on any shares of its capital stock (other than dividends from its wholly owned subsidiaries to it or another of its wholly owned subsidiaries) or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire and (other than any purchases or acquisitions at the then current market price and repurchases of common shares in the ordinary course of business consistent with past practice made in connection with Tax withholding upon the vesting, distribution, settlement or forfeiture of awards in accordance with their terms and the terms of the applicable Purchaser Stock Plan as in effect on the date hereofiv), any shares of its capital stock; (e) take any action intended to or that would reasonably as may be expected to adversely affect or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated herebyby applicable law; or (f) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Purchaser Forbearances. Except as described in Section 5.3 During the period from the date of the Purchaser Disclosure Schedule, as required by applicable law or as required by this Agreement, prior Agreement to the Effective Time or earlier termination of this Agreement, neither except as set forth in the Purchaser nor Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law, Purchaser shall not, and shall not permit any subsidiary of Purchaser willits Subsidiaries to, without the prior written consent of Company:Company (such consent not to be unreasonably withheld, conditioned or delayed): (a) adopt amend the Purchaser Articles or propose the Purchaser Regulations in a manner that would adversely affect the economic benefits of the Merger to adopt any amendments to its organizational documentsthe holders of Company Common Stock; (b) adjust, split, combine or reclassify any capital stock of Purchaser; (c) adopt or publicly propose a plan of complete or partial liquidation or resolutions providing for or authorizing such a liquidation or a dissolution of Purchaser; (d) take any action, cause any action to be taken, or knowingly fail to take any action or fail to cause any action to be taken, which where such action or failure to act would prevent or impede, or could reasonably be expected to prevent or impede, the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) of the Code; (c) adopt or propose to adopt a plan of complete or partial liquidation or dissolution of Purchaser; (d) (i) make, declare, pay or set aside for payment any dividend payable in cash, capital stock or other property on or in respect of, or declare or make any distribution on any shares of its capital stock (other than dividends from its wholly owned subsidiaries to it or another of its wholly owned subsidiaries) or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire (other than any purchases or acquisitions at the then current market price and repurchases of common shares in the ordinary course of business consistent with past practice made in connection with Tax withholding upon the vesting, distribution, settlement or forfeiture of awards in accordance with their terms and the terms of the applicable Purchaser Stock Plan as in effect on the date hereof), any shares of its capital stock; (e) knowingly take any action that is intended to or that would reasonably be expected likely to adversely affect prevent, materially impede or materially delay the ability of Purchaser, Company or their respective Subsidiaries to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby Merger (including the Requisite Regulatory Approvals) or to perform its their covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; or (f) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.

Purchaser Forbearances. Except as described in Section 5.3 During the period from the date of the Purchaser Disclosure Schedule, as required by applicable law or as required by this Agreement, prior Agreement to the Effective Time or earlier termination of this Agreement, neither except as expressly contemplated or permitted by this Agreement (including as set forth in the Purchaser nor Disclosure Schedule), required by law or as consented to in writing by the Company (such consent not to be unreasonably withheld, conditioned or delayed), Purchaser shall not, and shall not permit any subsidiary of Purchaser will, without the prior written consent of Companyits Subsidiaries to: (a) adopt amend the Purchaser Certificate or propose Purchaser Bylaws in a manner that would adversely affect the economic benefits of the Merger to adopt any amendments to its organizational documentsthe holders of Company Common Stock; (b) take adjust, split, combine or reclassify any action, cause any action to be taken, fail to take any action or fail to cause any action to be taken, which action or failure to act would prevent or impedecapital stock of Purchaser; (c) (i) enter into agreements with respect to, or could consummate, any mergers or business combinations, or any acquisition of any other person or business or (ii) make loans, advances or capital contributions to, or investments in, any other person, in each case of clauses (i) and (ii), that would reasonably be expected to prevent or impede, materially impede or materially delay the Merger from qualifying as a “reorganization” within the meaning of Section 368(a) consummation of the CodeMerger; (cd) adopt or publicly propose to adopt a plan of complete or partial liquidation or dissolution resolutions providing for or authorizing such a liquidation or a dissolution, in each case, of Purchaser; (d) (i) make, declare, pay or set aside for payment any dividend payable in cash, capital stock or other property on or in respect of, or declare or make any distribution on any shares of its capital stock (other than dividends from its wholly owned subsidiaries to it or another of its wholly owned subsidiaries) or (ii) directly or indirectly adjust, split, combine, redeem, reclassify, purchase or otherwise acquire (other than any purchases or acquisitions at the then current market price and repurchases of common shares in the ordinary course of business consistent with past practice made in connection with Tax withholding upon the vesting, distribution, settlement or forfeiture of awards in accordance with their terms and the terms of the applicable Purchaser Stock Plan as in effect on the date hereof), any shares of its capital stock; (e) knowingly take any action intended to or that would reasonably be expected to adversely affect prevent or materially impair or materially delay the ability to obtain any necessary approvals of any Regulatory Agency or other Governmental Entity required for the transactions contemplated hereby or to perform its covenants and agreements under this Agreement or to consummate the transactions contemplated hereby; (f) take any action or knowingly fail to take any action where such action or failure to act could reasonably be expected to prevent the Merger from qualifying as a "reorganization" within the meaning of Section 368(a) of the Code; or (fg) agree to take, make any commitment to take, or adopt any resolutions of its Board board of Directors directors or similar governing body in support of, any of the actions prohibited by this Section 5.3.