Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except: (i) with the prior written consent of the Purchaser, such consent not to be unreasonably withheld, delayed or conditioned; (ii) as required or permitted by this Agreement; (iii) as required by Law or a Governmental Entity; or (iv) as contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
Without limiting the generality of Section 4. 6(a), the Parent and the Seller shall permit representatives of the Buyer and DParent to review all options plans and other rights to purchase securities of the Seller and the Buyer shall be permitted to make abstracts or copies thereof. The Seller shall provide summary information with respect to (i) the number of options and other rights to purchase securities outstanding and (ii) the payments required to satisfy all obligations under such securities.
Without limiting the generality of Section 4. 1(1), the Company shall use commercially reasonable efforts to preserve intact the current business organization of the Company, keep available the services of the present employees and agents of the Company and maintain good relations with, and the goodwill of, suppliers, customers, landlords, creditors, distributors and all other Persons having business relationships with the Company and, except for transactions involving the Company and one or more of its wholly-owned Subsidiaries or between wholly-owned Subsidiaries of the Company or with the prior written consent of the Purchaser, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
Without limiting the generality of Section 4. 1(1), the Company covenants and agrees that, during the period from the date of this Agreement until the earlier of the Effective Time and the time that this Agreement is terminated in accordance with its terms, except with respect to the situations described in Subsections (a) to (e) of Section 4.1(1), the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly:
Without limiting the generality of Section 4. 1 (1), the Company covenants and agrees that, during the Interim Period, except: (i) with the prior written consent of the Purchaser, not to be unreasonably withheld, delayed or conditioned; (ii) as required by or contemplated by this Agreement; (iii) as required by Law; or (iv) as expressly contemplated by the Company Disclosure Letter, the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly:
Without limiting the generality of Section 4. 1(a), except (w) as expressly permitted by this Agreement (including the transactions described in Section 4.19, Section 4.20, Section 4.21, Section 4.22 and Section 4.23), (x) as disclosed in Section 4.1(b) of the Seller Disclosure Schedule, (y) as required by Law or (z) as Parent may otherwise consent in writing (which consent may not be unreasonably withheld, conditioned or delayed), the Seller Parties shall cause each Acquired Entity not to:
Without limiting the generality of Section 4. 1(1) and except (i) with the prior written consent of the Purchaser Parties (such consent not to be unreasonably withheld, conditioned or delayed), (ii) as required or permitted by this Agreement or the Plan of Arrangement, (iii) as required by Law or by a Governmental Entity, or (iv) as set out in Section 4.1(2) of the Corporation Disclosure Letter, the Corporation covenants and agrees that, from the date hereof until the earlier of the Effective Time or the time that this Agreement is terminated in accordance with its terms, the Corporation shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: 11633442v2
