Target’s Negative Covenants Sample Clauses

Target’s Negative Covenants. Notwithstanding Section 5.2, and without limiting the generality of Section 5.2(a) except as contemplated by this Agreement from the date hereof until the Closing or termination of this Agreement, Target shall not, without the prior written consent of Buyer Parent (which consent shall not be unreasonably withheld, conditioned or delayed): (a) amend its Organizational Documents; (b) sell, assign, transfer, convey, lease, mortgage, pledge or otherwise dispose of or encumber any of the Assets, or any interests therein, except in the ordinary course of business and, without limiting the generality of the foregoing, Target will produce, maintain and sell inventory consistent with its past practices; (c) split, combine or reclassify any Shares or declare, set aside or pay any dividends or make any other distributions (whether in cash, stock or other property) in respect of the Shares, except for cash dividends payable in the ordinary course of business and in such amounts and at such times as would be consistent with past practices of Target; provided that Target shall provide notice in writing to Buyer Parent at least three (3) business days prior to payment of any such dividend; (d) fail to maintain the Assets in substantially their current state of repair, excepting normal wear and tear or fail to replace consistent with Target’s past practice inoperable, worn-out or obsolete or destroyed Assets; (e) fail to comply with all Applicable Laws applicable to it, the Assets and the Business; (f) except in the ordinary course of business consistent with past practices incur any Indebtedness or, except as contemplated by this Agreement, amend, supplement or otherwise modify in any material respect any of the terms of any instrument or agreement evidencing Indebtedness; (g) (i) make any disposition of stock of Target, (ii) make any acquisition or sell, pledge, dispose of, transfer, lease, sell and leaseback, license, guarantee, securitize or encumber, or authorize the sale, pledge, disposition, transfer, lease, sale and leaseback, license, guarantee, securitization or encumbrance of, any property, asset or interest therein (including without limitation any Intellectual Property Rights of Target) of Target, except for sales of inventory and used equipment in the ordinary course of business consistent with past practice, or (iii) allow the imposition of any Encumbrance upon its assets other than a Permitted Encumbrance; (h) except as contemplated by Target’s 2006 - 2007...