Common use of Negative Covenant Clause in Contracts

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Company will not, without the prior consent of Subsidiary which will not be unreasonably withheld, take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, any of the changes or events listed in Section 5.16 is likely to occur.

Appears in 2 contracts

Samples: Agreement and Plan of Merger (Shaw Industries Inc), Agreement and Plan of Merger (Saul Julian)

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Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Company and the Company Shareholder will not, without the prior consent of Subsidiary which will not be unreasonably withheldAxxxxxxx, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.16 is likely to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aduddell Industries Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent written Consent of Subsidiary which will not be unreasonably withheldthe Purchasers, take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.14 is reasonably likely to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Universal Hospital Services Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, or to the extent required by any Legal Requirement or Regulatory Authority and in addition to the covenants in Section 6.2, between the date of this Agreement Date and the Closing DateClosing, the Company will not, without the prior written consent of Subsidiary Acquiror (which will consent shall not be unreasonably withheld, take conditioned or delayed), take, or permit the taking of, any affirmative action, or fail fail, or permit the failure, to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 4.15 is likely to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Jacksonville Bancorp, Inc.)

Negative Covenant. Except as otherwise expressly permitted by required pursuant to this Agreement, between the date of this Agreement and the Closing Date, the Company will not, without the prior consent of Subsidiary which will not be unreasonably withheldthe Buyer, take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.11 occurs or is reasonably likely to occur.

Appears in 1 contract

Samples: Asset Purchase Agreement (Alliance Bankshares Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, or as set forth in Part 6.3(a) of the Wxxxxxxxxx Disclosure Letter, between the date of this Agreement and the Closing Date, Company Wxxxxxxxxx will not, and will cause each of the Acquired Companies not to, without the prior consent of Subsidiary which will not be unreasonably withheldConcierge, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 is likely to 4.11 will occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Concierge Technologies Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Company will not, and will cause each of its Subsidiaries not to, without the prior consent of Subsidiary which will not be unreasonably withheldthe Buyer, (a) take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.6 or Section 3.7 is likely to occur, or (b) make any modification to any material Contract.

Appears in 1 contract

Samples: Stock Purchase Agreement (A Consulting Team Inc)

Negative Covenant. Except as otherwise expressly permitted or contemplated by this Agreement, between the date of this Agreement and the Closing Date, the Company will shall not, without the prior written consent of Subsidiary Buyer, which consent will not be unreasonably withheldwithheld or delayed, take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 is likely 3.14 would or would reasonably be expected to occur.

Appears in 1 contract

Samples: Stock Purchase Agreement (Harvey Electronics Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the First Closing Date, the Company will not, and will cause the Associated Companies not to, without the prior consent of Subsidiary Buyer, which will shall not be unreasonably withheldwithheld or delayed, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.16 is likely to occur.

Appears in 1 contract

Samples: Cooperation and Rights Agreement (Granite Construction Inc)

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Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, Company will not, without the prior written consent of Subsidiary which will not be unreasonably withheldUNIT, take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.16 is likely to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Unit Corp)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, each Subject Company and the Principal Shareholders will not, and will cause each Acquired Company not to, without the prior consent of Subsidiary which will not be unreasonably withheldBuyer, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 2.6 is likely to occur.

Appears in 1 contract

Samples: Merger Agreement (Quiksilver Inc)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, or as contemplated by Company Schedule 4.17, between the date of this Agreement and the Closing Date, Company will not, and will cause each Company Subsidiary not to, without the prior written consent of Subsidiary Acquiror, which will consent shall not be unreasonably withheldwithheld or delayed, take any affirmative action, or fail to take any reasonable action within its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 4.17 is likely to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (MidWestOne Financial Group, Inc.)

Negative Covenant. Except as otherwise expressly permitted by this Agreement, or as set forth in Part 6.3(a) of the Xxxxxxxxxx Disclosure Letter, between the date of this Agreement and the Closing Date, Company Xxxxxxxxxx will not, and will cause each of the Acquired Companies not to, without the prior consent of Subsidiary which will not be unreasonably withheldConcierge, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 is likely to 4.11 will occur.. 6.4

Appears in 1 contract

Samples: HTM Stock Purchase Agreement

Negative Covenant. Except as otherwise expressly permitted by this Agreement, between the date of this Agreement and the Closing Date, the Company and the Company Shareholder will not, without the prior consent of Subsidiary which will not be unreasonably withheldXxxxxxxx, take any affirmative action, or fail to take any reasonable action within their or its control, as a result of which, to the Company's Knowledge, which any of the changes or events listed in Section 5.16 3.16 is likely to occur.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Aduddell Industries Inc)

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