Prohibited Actions Pending Closing. Unless otherwise expressly permitted herein or approved by Parent in writing, from the date hereof until the Closing, the Company shall not:
Prohibited Actions Pending Closing. Unless otherwise expressly provided for herein or approved by Buyer in writing, from the date of this Agreement until the Closing Date, Seller shall not:
Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Acquired Corp in writing, from the date hereof until the Closing, Parent shall not, and shall cause Acquiring Corp not to:
Prohibited Actions Pending Closing. Except as provided in this Agreement and as disclosed in either the Company Disclosure Schedule or Parent Disclosure Schedule, during the period from the date of this Agreement to the Effective Time, neither the Company nor Parent shall:
Prohibited Actions Pending Closing. Unless: (i) otherwise provided for herein, (ii) approved in writing by CHH, or (iii) required of Clariti in order for Clariti to comply with any: (a) contract, agreement or instrument to which Clariti is a party or by which Clariti is bound or (ii) law, rule, regulation, court order or judgment, from the date hereof until the Closing Date, Clariti shall not take any of the following actions:
Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Clariti in writing, from the date hereof until the Closing Date, CHH and Mediatel shall cause each of the Companies not to take any of the following actions, except (i) in order to comply with the terms of any contract, agreement or instrument to which any of the Companies is a party or by which any of the Companies is bound, (ii) as required in order to comply with any law, rule, regulation, court order or judgment or (iii) as set forth and described in Schedule 2.2, which schedule shall be delivered to Clariti by no later than February 20, 1999 and which schedule shall, to the knowledge of Mediatel and CHH, disclose whether any of the Companies on or before Closing, shall:
Prohibited Actions Pending Closing. Unless otherwise provided for herein or otherwise necessary in order to comply with Legal Requirements or the Company's obligations hereunder or approved by Buyer in writing, including, without limitation, by electronic mail (which approval shall not be unreasonably withheld or delayed), from the date hereof until the Closing, the Company shall operate in the ordinary course of business consistent with past practice and it shall not, or permit any Subsidiary to:
Prohibited Actions Pending Closing. (a) Unless approved by the Company in writing, from the date hereof until the Closing, CIENA shall not:
Prohibited Actions Pending Closing. Unless otherwise listed on Schedule 5.2, or otherwise expressly required by this Agreement, or approved by Parent in writing, from the date hereof until the Closing, the Company shall not: amend or otherwise change the Company Certificate or the bylaws of the Company; issue or sell or authorize for issuance or sale (other than any issuance of Company Capital Stock upon the exercise of any outstanding option or warrant to purchase Company Capital Stock which option or warrant was issued prior to the date hereof in accordance with the terms of the relevant stock option or warrant agreement and the terms of which are disclosed on Schedule 2.3 or which are subsequently issued in accordance with the succeeding limitations of this Section 5.2(ii)), or grant any options or make other agreements with respect to, any shares of its capital stock or any other of its securities, except for stock options to purchase Company Common Stock which may be granted to non-executive employees under the Company’s Stock Plan in accordance with past practices (including promotion and new hire grants), provided that (A) the exercise price per share of each such option is not less than the greater of the Common Per Share Consideration and fair market value per share of Company Common Stock on the grant date, and (B) options for no more than 255,123 shares of Company Common Stock are issued in the aggregate pursuant hereto; declare, set aside, make or pay any dividend or other distribution, payable in cash, stock, property or otherwise with respect to any of its capital stock; reclassify, combine, split, subdivide or redeem, purchase or otherwise acquire, directly or indirectly, any of its capital stock except for repurchases of unvested shares in connection with the termination of any employee pursuant to stock option or purchase agreements disclosed on Schedule 2.3; incur any indebtedness for borrowed money or issue any debt securities or assume, guarantee or endorse, or otherwise as an accommodation become responsible for, the obligations of any Person, or make any loans or advances, except for borrowings pursuant to section 5.13 of the Merger Agreement and the Interim Note. acquire (including, without limitation, by merger, consolidation, or acquisition of stock or Assets) any corporation, partnership, other business organization or any division thereof or any material amount of Assets; enter into any contract or agreement other than contracts or agreements entered into in the Or...
Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Lucent in writing (which Lucent approval in the case of any matters covered under subsection (j) below cannot be unreasonably withheld), from the date hereof until the Closing, the Company shall not, and shall not permit any of its Subsidiaries to:
