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main | contract_12 | Without limiting the generality of and in furtherance of the foregoing sentence, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, except (i) as otherwise expressly required (A) by this Agreement, (B) by any Governmental Entity, (C) to comply with (1) applicable Law, or (2) the terms of any Material Contract binding on the Company or any of its Subsidiaries in effect prior to the date of this Agreement, (ii) as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) or (iii) set forth in the corresponding subsection of Section 6.01(a) of the Company Disclosure Schedule, the Company shall not and shall cause its Subsidiaries not to: (Page 67) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_17 | 5.2 Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the BancShares Disclosure Schedule or the CIT Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), neither BancShares nor CIT shall, and neither BancShares nor CIT shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (Page 53) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_52 | Except (A) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> (C) as may be required by Law, from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated in accordance with Section 7.1, (x) the Company <omitted> (y) shall not, and shall not permit any other Acquired Company to, do any of the following: (Page 52) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_5 | From the date of this Agreement until the earlier of the First Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each of its Subsidiaries not to: (Page 69) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_3 | SECTION 6.01 Conduct of Business by the Company Pending the Merger. <omitted> Without limiting the generality of the foregoing, except (x) as set forth in Section 6.01 of the Company Disclosure Schedule, (y) expressly required by this Agreement, required by Law or consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (z) for actions taken reasonably and in good faith in response to an imminent threat to human health or safety arising from COVID-19 (provided that prior to taking any actions that the Company intends to take in reliance on this clause (z), the Company will use commercially reasonable efforts to provide advance notice to and consult with Parent (if reasonably practicable) prior to taking such actions), during the period from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to: (Page 24) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_21 | 5.2 Company Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the Company Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Buyer (such consent not to be unreasonably withheld, conditioned or delayed): (Page 43) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_102 | 6.2. OCSI Forbearances. During the period from the date of this Agreement until the earlier of the Effective Time and the date, if any, on which this Agreement is terminated pursuant to Section 9.1, except as may be required by Law, as expressly permitted by this Agreement or as set forth in the OCSI Disclosure Schedule, and acting in a manner consistent with Section 6.1(a), OCSI shall not, and shall not permit any of its Consolidated Subsidiaries to, directly or indirectly, without the prior written consent of OCSL (which prior written consent shall not be unreasonably delayed, conditioned or withheld): (Page 42) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_89 | SECTION 5.01. Conduct of Business Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (v) for actions reasonably taken in connection with the De-Banking (so long as done in accordance with Section 6.18) or as otherwise expressly contemplated by this Agreement, (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as required by applicable Law, (y) as required or prohibited by any Public Health Event Measure or as may be reasonably taken in good faith in response to a new or worsening Public Health Event or (z) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed): <omitted> (b) the Company shall not, and shall not permit any of its Subsidiaries to: (Page 31) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_23 | (b) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement, except (x) as prohibited or required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly contemplated by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall cause each of its Subsidiaries not to: (Page 74) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_133 | Without limiting the generality of the foregoing, except (u) for any actions required to comply with any COVID-19 Measure, (v) as may be required by Law, (w) with the prior written consent of Parent (which consent shall not be unreasonably conditioned, withheld or delayed), (x) as required by, in connection with, or specifically contemplated by this Agreement, (y) as set forth in Section 6.1 of the Company Disclosure Letter or (z) with respect to actions or omissions taken by or at the direction of any member of the Purchaser Group (including in such Person’s capacity as a director, officer or employee of any of the Acquired Companies), during the Pre-Closing Period, none of the Acquired Companies will: (Page 48) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_45 | Without limiting the generality of the foregoing, from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement in accordance with Article IX, except as otherwise expressly permitted or expressly contemplated by this Agreement, as set forth in Section 5.1 of the Company Disclosure Letter, as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed), or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 60) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_0 | 4.2. Restrictions on Conduct of Business of the Company and Subsidiaries. Without limiting the generality or effect of Section 4.1, during the Pre-Closing Period, the Company shall not, and shall cause each Subsidiary not to, do, cause or permit any of the following (except (x) to the extent expressly provided otherwise in this Agreement or as required by Applicable Legal Requirements (provided that the Company shall, to the extent reasonably practicable and permitted by Applicable Legal Requirements, notify Parent in advance of any action proposed to be taken by the Company to comply with Applicable Legal Requirements that would otherwise not be permitted under the provisions of this Section 4.2), (y) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), including any written (including e-mail) consent provided in connection with the Original Agreement during the period from the Original Agreement Date to the Agreement Date or (z) as set forth on a subsection of Schedule 4.2 of the Company Disclosure Letter that corresponds to the applicable subsection of this Section 4.2); provided that the Company will deliver a supplement to Schedule 4.2 of the Company Disclosure Letter concurrently with the execution of this Agreement: (Page 55) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_70 | Section 6.01 Conduct of Business of the Company. <omitted> Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted or required by this Agreement, or as required by applicable Law or except as set forth on Section 6.01 of the Company Disclosure Letter, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed): (Page 50) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_8 | Except (w) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (x) as permitted or required by this Agreement, (y) as may be required by applicable Law, or (z) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_64 | Without limiting the generality of the foregoing, except as expressly provided or permitted herein, as set forth in Section 4.1 of the Company Disclosure Letter or as required by applicable Law, during the Pre-Closing Period the Company shall not, and shall cause each of its Subsidiaries not to, directly or indirectly, do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed): (Page 17) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_31 | (b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, or (iv) otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to: (Page 45) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_108 | In addition to and without limiting the generality of the foregoing, during the period from the date of this Agreement until the Effective Time, except as otherwise expressly required or permitted by this Agreement, as set forth in Section 5.1(a) of the Company Disclosure Letter or as may be required by Law (including “shelter-in-place,” “stay-at-home” and similar Laws), the Company shall not, and shall not permit any of its Subsidiaries, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed), to: (Page 74) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_55 | (b) During the Pre-Closing Period, except (i) as required or otherwise contemplated under this Agreement or as required by applicable Laws, (ii) any action required to be taken, or omitted to be taken, pursuant to COVID-19 Measures, (iii) with the written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (iv) as set forth in Section 6.2 of the Company Disclosure Schedule, the Company shall not: (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_77 | “Pandemic Measures” means any quarantine, “shelter in place”, “stay at home”, workforce reduction, reduced capacity, social distancing, shut down, closure, sequester or other directives, guidelines, executive orders, mandates or recommendations promulgated by any Governmental Entity, including the Centers for Disease Control and Prevention and the World Health Organization, in each case, in connection with or in response to the Pandemic. <omitted>
Section 5.2 KTYB Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in Section 5.2 of KTYB Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures) or any Regulatory Agencies, KTYB shall not, and shall not permit any of the KTYB Subsidiaries to, without the prior written consent of SYBT (which consent will not be unreasonably withheld, conditioned or delayed): (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_57 | Section 6.2. Operation of the Company’s Business. <omitted> (b) During the Pre-Closing Period, except (i) as required or expressly contemplated under this Agreement or as required by applicable Laws, (ii) any action reasonably taken, or omitted to be taken, as required by or to comply with COVID-19 Measures, (iii) with the written consent
of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (iv) as set forth in Section 6.2 of the Company Disclosure Schedule, the Acquired Companies shall not: (Pages 29-30) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_16 | Section 6.1 Conduct of Business. From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, and except as set forth in Section 6.1 of the Company Disclosure Schedule, as any other provision of this Agreement expressly contemplates or expressly requires, as required by applicable Law, or rules and regulations of the SEC or NYSE, for any action taken by the Company to the extent necessary, desirable or appropriate in order to effect the Migration, or to the extent Parent has consented in writing thereto (such consent not to be unreasonably withheld, delayed or conditioned): <omitted> (b) without limiting the generality of the foregoing (and provided that no action or failure to take action with respect to matters specifically addressed by any of the provisions of this Section 6.1(b) shall constitute a breach under Section 6.1(a) unless such action or failure to take action would otherwise constitute a breach of Section 6.1(a)), the Company shall not, and shall not permit any Company Subsidiary to, take any of the following actions: (Page 45) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_83 | Section 6.01. Conduct of the Company. Except (v) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (w) as expressly required or contemplated by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, or (y) as required by Applicable Law, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, except in connection with any action taken, or omitted to be taken, in order to comply with any COVID-19 Measures or such action which is otherwise taken, or omitted to be taken, as a necessary response to COVID-19, as determined by the Company in its reasonable discretion (provided that in the case of this clause (a), no action with respect to the matters addressed by any subclause of the following clause (b) shall constitute a breach of clause (a) unless any such action would constitute a breach of such subclause of the following clause (b)) and (b) shall not, and shall not permit any of its Subsidiaries to: (Page 22) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_75 | Section 5.2 Operation of the Company’s Business. <omitted> (b) Except (v) as expressly contemplated, required or permitted by this Agreement, (w) as required by applicable Law, (x) as set forth in Section 5.2(b) of the Company Disclosure Letter, (y) as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) or (z) for any actions taken reasonably and in good faith in response to any COVID-19 Measure or COVID-19, during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (Page 39) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_130 | Section 5.01 Conduct of Business of the Company. (a) <omitted> Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in Section 5.01(a) of the Company Disclosure Letter, or as required by applicable Law, the Company shall not, nor shall it permit any of its Subsidiaries to, without the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned, or delayed): (Page 37) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_142 | Except (x) as expressly required under or contemplated by the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.3 of the Company Disclosure Letter or (z) as approved in advance by Parent in writing, which consent, with respect to Section 5.3(x), shall not be unreasonably withheld, delayed or conditioned, at all times during the Pre-Closing Period, the Company shall not (and shall cause its Subsidiaries to not) do any of the following: (Page 49) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_127 | SECTION 5.01. Conduct of Business. <omitted> (b) Without limiting the generality of the foregoing, except as required by applicable Law, Judgment or a Governmental Authority, as expressly required or expressly permitted by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, during the period from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement may be terminated pursuant to Section 7.01), unless Parent otherwise expressly consents in writing in advance (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not: (Page 38) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_125 | Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly required by this Agreement or set forth in Section 6.1 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to: (Page 43) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_7 | Section 5.1. Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VIII, except (i) as otherwise contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Schedule, (iii) as required by applicable Laws or (iv) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed),
<omitted>
(b) without limiting the foregoing, the Company shall not, and shall not permit any of its Subsidiaries (including Clinic Joint Ventures, but only to the extent the Company or its Subsidiaries has the ability, contractual or otherwise, to exercise control thereon or negative control rights to prevent) to:
<omitted>
Notwithstanding anything to the contrary in this Agreement: (i) any action taken, or omitted to be taken, by the Company or any of its Subsidiaries pursuant to any applicable Law or any other directive, pronouncement or guideline issued by a Governmental Entity or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic (including COVID- 19), epidemic or disease outbreak shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement; and (ii) any action taken, or omitted to be taken, by the Company of any of its Subsidiaries that may be reasonably necessary to protect health and safety as a result of any pandemic (including COVID- 19), epidemic or disease outbreak, in each case as determined by the Company and its Subsidiaries in their sole discretion and that is reasonable in light of the applicable circumstances, shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement. (Page 44) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_62 | (b) Except (v) as expressly required by this Agreement, (w) as required by applicable Law, (x) as set forth in Section 5.2(b) of the Company Disclosure Letter, or (y) as consented to in writing by Parent (which consent will not be unreasonably withheld, conditioned or delayed), during the Interim Period, the Company shall not and shall cause the Company Subsidiaries not to: (Page 40) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_47 | Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to: (Page 18) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_145 | Section 4.1 Covenants of East.
<omitted>
(b) Except as (x) contemplated by this Agreement, the East Budget or as set forth on Section 4.1(b) of the East Disclosure Letter or (y) required by Law, during the Pre-Closing Period, East shall not and shall not permit any of the East Subsidiaries, without the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned, and which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of Central) to: (Page 62) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_67 | provided, however, that the failure by an Acquired Company to take any action prohibited by any clause in the following sentence shall not be deemed to be a breach of the covenants contained in this sentence. Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.01(a) of the Company Disclosure Letter or as required by Applicable Law or expressly contemplated by this Agreement, or otherwise with the prior written consent of Parent (such shall not be unreasonably withheld, conditioned or delayed), the Company shall not, and shall not permit any of its Subsidiaries to, from the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement in accordance with Section 9.01: (Page 25) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_73 | 4.2 Operation of the Company’s Business and Marvell’s Business. <omitted> (b) During the Pre-Closing Period, except (w) as may be required by applicable Legal Requirements, (x) with the prior written consent of Marvell, (y) as expressly required by this Agreement or (z) as set forth in Part 4.2(b) of the Company Disclosure Schedule, the Company shall not, and the Company shall ensure that the other Inphi Entities do not:
<omitted>
Notwithstanding the foregoing, Marvell will not unreasonably withhold, delay or condition its consent to the taking of: (1) any action prohibited by clause “(v)(A),” “(vi),” “(vii),” “(x),” “(xi),” “(xiv),” “(xv)(A),” “(xv)(C),” “(xvi),” “(xvii)(B),” “(xxi)” or “(xxiii)” above; or (2) any action prohibited by clause “(xxiv)” above (to the extent relating to clause “(v)(A),” “(vi),” “(vii),” “(x),” “(xi),” “(xiv),” “(xv)(A),” “(xv)(C),” “(xvi),” “(xvii)(B),” “(xxi)” or “(xxiii)” above). (Page 53) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_132 | 7.1 Conduct of the Company. <omitted> Without limiting the generality of and in furtherance of the foregoing sentence, from the execution and delivery of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with Article IX, except as otherwise specifically contemplated by this Agreement, required by a Governmental Entity, applicable Law or a Company Material Contract, pursuant to any COVID-19 Measures, approved in writing by Parent (such consent (x) not to be unreasonably conditioned, withheld or delayed and (y) to be provided as set forth in Section 7.2)), previously approved in writing by Parent pursuant to the Original Merger Agreement or set forth in Section 7.1(a) of the Company Disclosure Letter, the Company shall not and shall not permit any of its Subsidiaries, to: (Page 61) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_66 | In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement until the First Effective Time, except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing (which consent shall not be unreasonably withheld, delayed or conditioned), the Company shall not and shall not permit its Subsidiaries to: (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_39 | Section 5.2 Operation of the Company and Company Subsidiaries. <omitted> (b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to: (Page 40) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_46 | Without limiting the generality of the foregoing, from the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement, except (x) as required by Applicable Law, (y) as set forth in Section 6.01 of the Company Disclosure Schedule, or (z) as otherwise required or expressly permitted by this Agreement, without Parent’s prior written consent (which consent shall not be unreasonably withheld, conditioned or delayed (other than with respect to Section 6.01(c) or Section 6.01(d))), the Company shall not, and shall cause each of its Subsidiaries not to: (Page 82) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_116 | Section 6.1 Conduct of Business by the Company. During such period, and except (i) as expressly permitted or required by this Agreement, (ii) as may be required by applicable Law or pursuant to the terms of any Company Benefit Plan as in effect on the date hereof, (iii) for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures, (iv) as set forth in Section6.1 of the Company Disclosure Letter or (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed): <omitted> (b) Without limiting the foregoing, and subject to clauses (i) through (v) above, the Company will not and will cause each Company Subsidiary not to: (Page 50) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_18 | 5 . 2 Forbearances. During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, except as set forth in the BancorpSouth Disclosure Schedule or the Cadence Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), neither BancorpSouth nor Cadence shall, and neither BancorpSouth nor Cadence shall permit any of their respective Subsidiaries to, without the prior written consent of the other party to this Agreement (such consent not to be unreasonably withheld, conditioned or delayed): (Page 61) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_151 | 5.2 Forbearance Covenants. Except (A) as set forth in the correspondingly numbered subsection of Section 5.2 of the Company Disclosure Letter; (B) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (C) as required by applicable Law; or (D) as expressly contemplated by the terms of this Agreement, during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries to not: (Page 64) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_33 | 6.1 Conduct of Company Business Pending the Merger. <omitted> (b) Except as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, as expressly permitted or required by this Agreement (including in connection with the Conversions), as may be required by applicable Law (including COVID-19 Measures) or otherwise consented to by Isla in writing (such consent not to be unreasonably withheld, conditioned or delayed), until the earlier of the Merger Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to: (Page 71) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_32 | (b) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as prohibited or required by applicable Legal Requirements, (x) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned and provided that no consent shall be required if the Company reasonably believes after consulting with outside legal counsel that seeking such consent would violate Antitrust Law), (y) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Acquired Corporations shall not: (Page 41) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_53 | Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, except as otherwise contemplated by this Agreement, as disclosed in Section 5.1 of the Company Disclosure Letter, as required by applicable Laws, as required by or in response to any COVID-19 Measures (so long as the Company keeps Parent reasonably informed of, and to the extent reasonably practicable, consults with Parent prior to the taking of any material action with respect to such COVID- 19 Measures) or as Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), the Company shall use its commercially reasonable efforts to conduct the business of the Company and its subsidiaries in the ordinary and usual course of -34-
business and to preserve substantially intact its business organization and material business relationships with Governmental Entities, customers, suppliers, creditors, and lessors, and without limiting the foregoing, the Company shall not and shall cause each of its subsidiaries not to: (Pages 43-44) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_94 | Section 4.1 Interim Operations. <omitted> During the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (in the case of subsections (iv), (vi), (viii), (ix), (x), (xii), (xiii), (xvii), (xxviii), and (xxix)(B) of this Section 4.01(a), such consent not to be unreasonably withheld, conditioned or delayed), (2) as set forth in Section 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements (including COVID-19 Measures) or (4) as expressly or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to), in each case by merger, consolidation, division, operation of law, or otherwise: (Page 62) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_103 | SECTION 5.1 Conduct of Business of the Company Pending the Merger. From the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement in accordance with Article VIII, except as otherwise expressly permitted or required by this Agreement, as set forth in Section 5.1 of the Company Disclosure Schedule, the taking of any COVID Action (the “COVIDCompany Exception”), or to the extent required to comply with applicable Laws, or unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> (c) without limiting the generality of the foregoing, the Company shall not, and shall cause each subsidiary of the Company not to, do any of the following and shall exercise (and shall cause its subsidiaries to exercise) any available rights with respect to its Joint Ventures to cause each such Joint Venture not to do any of the following: (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_61 | 5.1 Covenants of the Company. <omitted> (b) Without limiting the generality of Section 5.1(a), except as otherwise expressly contemplated or required by this Agreement, as required by Applicable Law, as set forth in Section 5.1(b) of the Company Disclosure Schedule, or with Parent’s prior written consent (which shall not be unreasonably withheld, conditioned or delayed), during the Pre-Closing Period the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly, do any of the following: (Page 40) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_27 | (b) The Company agrees with Parent, on behalf of itself and its Subsidiaries, that, from the date hereof and prior to the earlier of the Effective Time and the Termination Date, except (i) as may be required by applicable Law or the regulations or requirements of any stock exchange or regulatory organization applicable to the Company or any of its Subsidiaries or Company Benefit Plan, (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), (iii) as may be expressly contemplated or required by this Agreement, (iv) in connection with a Company COVID Action or (v) as set forth in Section 5.1 of the Company Disclosure Letter, the Company: (Page 55) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_74 | Section 4.1 Conduct of Business by the Company. <omitted> (b) Without limiting the generality of the foregoing (except as provided herein), from the date of this Agreement until the earlier of the Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 7.1, except (x) as prohibited or required by applicable Law or by any Governmental Entity, 31
(y) as set forth in Section 4.1(b) of the Company Disclosure Schedule or (z) as otherwise contemplated, required or permitted by this Agreement, unless Parent shall otherwise consent (which consent shall not be unreasonably withheld, conditioned or delayed, except with respect to any consent requested under Section 4.1(b)(ii), (iii), (vi), (xi), (xix) or (xxii) (in connection with any of the foregoing Sections)), the Company shall not, and shall not permit any of its Subsidiaries to, directly or indirectly: (Pages 35-36) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_15 | 6.2. Negative Covenants of Bryn Mawr.
From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written consent of WSFS shall have been obtained (such consent not to be unreasonably withheld, conditioned or delayed), and except as required by Law, otherwise expressly contemplated herein or as set forth in Section 6.2 of Bryn Mawr’s Disclosure Memorandum, Bryn Mawr covenants and agrees that it shall not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (Page 46) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_65 | Section 7.01 Conduct of the Company. During the period from the date hereof until the Effective Time, ((v) except as expressly contemplated by this Agreement, (w) with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed), (x) as may be required by Applicable Law or to the extent necessary to comply with any obligation under any Contracts made available to Parent on or prior to the date of this Agreement, (y) as set forth in Section 7.01 of the Company Disclosure Schedule or (z) for any action taken, or omitted to be taken, in order to comply with any COVID-19 Measures, or any other COVID-19 Responses, as determined by the Company in its reasonable discretion, <omitted> the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 27) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_147 | Without limiting the foregoing, and as an extension thereof, except as set forth in Section 6.1 of the Company Disclosure Schedule, as expressly permitted by any other provision of this Agreement or as required by Law, the Company shall not, and shall cause each Company Subsidiary not to, between the date of this Agreement and the earlier of the Effective Time and valid termination of this Agreement in accordance with Section 8.1, directly or indirectly, do, or agree to do, any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned): (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_150 | 4.1 Interim Operations. ( a ) <omitted> Without limiting the foregoing, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to), in each case by merger, consolidation, division, operation of law, or otherwise: (Page 51) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_6 | 4.1.2 Ordinary and Usual Course. Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below), subject to applicable Law and except (y) as set forth on Schedule 4.1.2 and (z) for Permitted Actions, from the date of this Agreement until the earlier of the Effective Time or an earlier Termination Date, AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects and will not do, and AB will not permit any other AB Subsidiary to do, any of the following: (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_87 | (b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, which shall not be unreasonably withheld, conditioned or delayed, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to: (Page 37) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to: (Page 37) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | 4.01 Forbearances of Premier Financial. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by law (including Pandemic Measures) or required by an applicable Regulatory Order, without the prior written consent of Peoples, Premier Financial shall not, and shall cause its Subsidiaries not to: (Page 18) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement, (iii) as may be required by applicable Law, (iv) in accordance with the Capital Expenditures Budget (including with respect to the timing and amount set forth therein) or (v) as otherwise consented to by Parent in writing , until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to: (Page 51) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.01 Covenants of Company. <omitted> Without limiting the generality of the foregoing, and except as set forth on the Company Disclosure Schedule, as otherwise expressly contemplated or permitted by this Agreement or consented to in writing (which may include electronic mail) by Buyer, neither Company nor any of its Subsidiaries shall: (Page 56) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | 4.1 Interim Operations. ( a ) <omitted> Without limiting the foregoing, during the period from the date of this Agreement through the earlier of the Closing or the termination of this Agreement, except (1) to the extent Parent shall otherwise give its prior consent in writing, (2) as set forth in Part 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements or (4) as expressly or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to), in each case by merger, consolidation, division, operation of law, or otherwise: (Page 51) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.1 Conduct of Company Business During Pendency of Merger. <omitted> (b) From and after the date of this Agreement and prior to the earlier of the Effective Time and the Termination Date, except (v) as may be required by applicable Law, (w) as may be agreed in writing by Parent ; provided, that Parent shall be 31
deemed to have approved in writing if it provides no response within five (5) Business Days after written request by the Company in accordance with Section 9.7 of this Agreement for such approval, (x) as may be contemplated, required or permitted by this Agreement, (y) to the extent necessary to comply with the express obligations set forth in any Company Material Contract in effect on the date hereof, or (z) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company: (i) shall not (Pages 35-36) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Except (w) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (x) as permitted or required by this Agreement, (y) as may be required by applicable Law, or (z) as otherwise consented to by Parent in writing , until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) From and after the date of the Original Agreement and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent , (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 20) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) From and after the date hereof and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent , (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 41) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) Except (i) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly required by this Agreement, (iii) as may be required by applicable Law, or (iv) as otherwise consented to by Parent in writing , until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII, the Company shall not, and shall cause its Subsidiaries not to: (Page 28) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) Except as set forth on the corresponding subsection of Section 6.1(b) of the Company Disclosure Letter, as expressly permitted, contemplated or required by this Agreement, as may be required by applicable Law or otherwise consented to by Parent in writing , and except for actions taken (or not taken) in good faith in order to respond to the COVID-19 pandemic or COVID-19 Measures, until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit any of its Subsidiaries to: (Page 43) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | except (a) as set forth in Section 5.1 of the Company Disclosure Letter, (b) as required or specifically permitted pursuant to this Agreement, (c) as required by Law, (d) for any actions taken or omitted to be taken reasonably and in good faith to respond to COVID-19 or any COVID-19 Measures (“COVID-19 Response”); provided that (x) if such COVID-19 Response would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1 and could reasonably be expected to have an adverse financial impact on the Company or any Company Subsidiary (including the Canyon Newco Entities) of at least $5,000,000 or could reasonably be expected to otherwise materially and adversely impact the Company and the Company Subsidiaries (including the Canyon Newco Entities), taken as a whole, the Company shall, prior to making any such action, (A) provide prior written notice to Parent describing the material facts regarding the situation and the proposed course of action and (B) reasonably consult with Parent and consider in good faith Parent’s suggestions and/or feedback, and (y) in the case of any other COVID-19 Response that would (in the absence of this clause (d)) otherwise require Parent’s consent pursuant to this Section 5.1, the Company shall, prior to making any such COVID-19 Response, notify Parent in writing, or (e) as consented to in writing by Parent , the Company <omitted> (ii) shall not, and shall not
permit any Company Subsidiary (including the Canyon Newco Entities), between the date of this Agreement and the First Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, to: (Pages 23-24) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) Except (i) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly required by this Agreement (including Section 6.4), (iii) as may be required by applicable Law or any Governmental Entity, (iv) as expressly required by the Prepackaged Plan if the Company Chapter 11 Cases have been commenced, or (v) as otherwise consented to by Parent in writing , until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to: (Page 61) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_112 | 4.01 Forbearances of Premier Financial. From the date hereof until the Effective Time, except as expressly contemplated or permitted by this Agreement, as required by law (including Pandemic Measures) or required by an applicable Regulatory Order, without the prior written consent of Peoples, Premier Financial shall not, and shall cause its Subsidiaries not to: (Page 18) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.1 Conduct of Company Business Pending the Merger. <omitted> (b) Except (i) as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, (ii) as expressly permitted or required by this Agreement or the Exchange Agreement, (iii) as may be required by applicable Law, or (iv) otherwise consented to by Parent in writing , until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to (in each case whether directly or indirectly or by merger, consolidation, division, operation of law or otherwise): (Page 55) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Without limiting the generality of, and in furtherance of, the foregoing, except (w) with the prior written consent of Parent, (x) as expressly contemplated by this Agreement, (y) as set forth in Section 6.01 of the Company Disclosure Schedule or (z) as required by Applicable Law or any COVID-19 Measures, the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 43) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | In addition, without limiting the generality of the foregoing and subject to applicable Law, during the period from the date of this Agreement until the First Effective Time, except (i) as expressly contemplated or expressly permitted by this Agreement, (ii) as required by applicable Law or (iii) as set forth in Section 5.1(a) of the Company Disclosure Schedule, during the period from the date of this Agreement until the First Effective Time, unless Parent otherwise consents in advance in writing , the Company shall not and shall not permit its Subsidiaries to: (Page 41) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | SECTION 5.01. Conduct of Business. <omitted> In addition, and without limiting the generality of the foregoing, except for matters set forth in the Company Disclosure Letter, required by applicable Law or otherwise expressly permitted or expressly contemplated by this Agreement or with the prior written <omitted> consent of Parent, from the date of this Agreement to the Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, do any of the following: (Pages 32-33) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | 5.2 Company Forbearances. During the period from the date of this Agreement to the earlier of the Effective Time or the termination of this Agreement in accordance with Article VIII, except as Previously Disclosed, as expressly contemplated or permitted by this Agreement, or as required by applicable Law, the Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent: (Page 54) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.1 Conduct of Business by the Company. <omitted>
(b) From and after the date of this Agreement and prior to the earlier of the First Effective Time and the Termination Date (other than with respect to the covenants set forth in Sections 5.1(b)(i), (ii), (iii), (iv), (v), (vi), (vii), (x), (xiii), (xv), (xvi), (xvii), (xviii) and (xxi), each of which shall apply from and after the date of this Agreement and prior to the earlier of the Control Date and the Termination Date), except (w) as may be required by applicable Law, (x) as may be agreed in writing by Parent , (y) as may be expressly contemplated, required or expressly permitted by this Agreement or (z) as set forth in Section 5.1 of the Company Disclosure Schedules, the Company: (Page 53) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | 6.2 Negative Covenants of SB. From the date of this Agreement until the earlier of the Effective Time or the termination of this Agreement, unless the prior written Consent of Buyer shall have been obtained, and except as otherwise contemplated herein, SB covenants and agrees that it will not do or agree or commit to do, or permit any of its Subsidiaries to do or agree or commit to do, any of the following: (Page 18) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.1.Conduct of Business by the Company Pending the Closing. <omitted> (b) Without limiting the generality of the foregoing, except as set forth in Section 6.1(b) of the Company Disclosure Letter or as otherwise required by the express terms of this Agreement or required by Law, or as required to comply with COVID-19 Measures, from the date of this Agreement until the Effective Time, unless Parent otherwise consents in writing , the Company shall not, and shall not permit any of the Company Subsidiaries to: (Page 19) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Without limiting the generality of and in furtherance of the foregoing, from the date of this Agreement until the Effective Time, except (A) as otherwise expressly required by this Agreement or as required by Law, (B) as Parent may approve in writing or (C) as set forth in Section 5.01 of the Company Disclosure Schedule, the Company shall not and shall not permit its Subsidiaries to: (Page 48) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
main | contract_93 | Section 5.01 Covenants of Company. <omitted> Without limiting the generality of the foregoing, and except as set forth on the Company Disclosure Schedule, as otherwise expressly contemplated or permitted by this Agreement or consented to in writing (which may include electronic mail) by Buyer, neither Company nor any of its Subsidiaries shall: (Page 56) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | 7.1. Interim Operations <omitted> (b) From the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement pursuant to Article IX, other than pursuant to any Interim Covenant Exception, except that Parent may withhold, delay or condition its consent to actions contemplated by Section 7.1(b)(vii) or Section 7.1(b)(viii) (in each case to the extent relating to actions of the Company only and not of the Company’s Subsidiaries) in Parent’s sole discretion, the Company shall not, and shall cause its Subsidiaries not to: (Page 60) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Except (x) as expressly required under or contemplated by the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.3 of the Company Disclosure Letter or (z) as approved in advance by Parent in writing, which consent, at all times during the Pre-Closing Period, the Company shall not (and shall cause its Subsidiaries to not) do any of the following: (Page 49) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Except for matters set forth in Section 6.01 of the Company Disclosure Letter, as contemplated by this Agreement (including any actions taken by the Company or any of its Subsidiaries pursuant to Section 8.07(h)), as required by Applicable Law or Contract, due to factors excluded from the definition of Material Adverse Effect, or with the prior written consent of Parent (which consent shall be deemed to be given if, within five (5) Business Days after the Company has provided to Parent a written request for consent, Parent has not rejected such request in writing), from and after the date hereof until the earlier of the Effective Time or the date this Agreement is terminated, as applicable, (I) the Company shall, and shall cause each of its Subsidiaries to, conduct its business in the ordinary course (except for any actions taken reasonably and in good faith in response to COVID-19 or COVID-19 Measures) and use its reasonable best efforts to (x) preserve intact its present business organization, (y) keep available the services of its directors, officers and key employees and (z) maintain existing relationships with its material suppliers and others having material business relationships with it, and, without limiting the generality of the foregoing, (II) the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 27) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Without limiting the foregoing, and as an extension thereof, except as expressly set forth in Section 5.01 of the Company Disclosure Letter, as expressly contemplated or required by this Agreement or as required by applicable Law (including any COVID-19 Measures), the Company shall not, and shall not permit any Company Subsidiary to, between the date of this Agreement and the earlier of the Effective Time and the termination of this Agreement in accordance with its terms, do any of the following without the prior written consent of Parent : (Page 22) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.1 Conduct of Business by the Company and Parent. (a) From and after the date hereof and prior to the Effective Time <omitted> except <omitted>
(iii) as may be consented to in writing by Parent ; provided that Parent shall be deemed to have consented in writing if it provides no response within five(5) business days after a request by the Company for such consent <omitted>
(b) Subject to the exceptions contained in any of the clauses (i), (iii), (iv) and (v) of Section 5.1(a) (including as may be set forth in Section 5.1 of the Company Disclosure Schedule), the Company agrees with Parent, on behalf of itself and its Subsidiaries, that between the date hereof and the Termination Date, the Company:
(i) shall not, and shall not permit any of its Subsidiaries that is not wholly owned to (Page 39) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.1 Conduct of Business by TRMT Pending the Closing. (a) TRMT agrees that between the date of this Agreement and the Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 9.1 (the “Interim Period”), except (i) as expressly contemplated or permitted by this Agreement, including Section 7.3, (ii) as may be required by Law, or (iii) as consented to in writing by RMRM , TRMT (A) shall, and shall cause each of the TRMT Subsidiaries to, conduct its business in all material respects in the Ordinary Course of Business, and (B) agrees that during the Interim Period TRMT shall not, and shall not permit any TRMT Subsidiary to: (Page 24) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.2 Operation of the Company and Company Subsidiaries. <omitted> (b) Except as Previously Disclosed, as expressly contemplated by or permitted by this Agreement, as required by applicable Legal Requirement, or with the prior written consent of Nicolet, during the period from the date of this Agreement to the earlier of the Closing Date or the termination of this Agreement pursuant to its terms, the Company will not, and will cause each of its Subsidiaries not to: (Page 40) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | (b) Except (x) as required hereby or by applicable Law (including any COVID-19 Measure), (y) as disclosed in Section 5.1(b) of the Company Disclosure Schedule or (z) as consented to in writing by Parent , prior to the First Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 52) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | from the date of this Agreement to the Effective Time, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly, do any of the following, except (A) with the prior written consent of Parent, (B) as set forth in Section 5.01 of the Company Disclosure Letter, (C) as expressly required by this Agreement or (D) during any period of full or partial suspension of operations related to COVID-19 or any COVID-19 Measures, the Company or any of its Subsidiaries may, in connection with COVID-19 or any COVID-19 Measures, take such actions as are reasonably necessary (i) to protect the health and safety of the Company’s or its Subsidiaries’ employees and other individuals having business dealings with the Company or any of its Subsidiaries or (ii) to respond to third-party supply or service disruptions caused by COVID-19 or any COVID-19 Measures, in each case of clause (D)(i) and (D)(ii), subject to reasonable prior consultation with Parent to the extent reasonably practicable: (Page 47) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.01. Conduct of the Company. Except (v) with the prior written consent of Parent, (w) as expressly required or contemplated by this Agreement, (x) as set forth in Section 6.01 of the Company Disclosure Schedule, or (y) as required by Applicable Law, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, except in connection with any action taken, or omitted to be taken, in order to comply with any COVID-19 Measures or such action which is otherwise taken, or omitted to be taken, as a necessary response to COVID-19, as determined by the Company in its reasonable discretion (provided that in the case of this clause (a), no action with respect to the matters addressed by any subclause of the following clause (b) shall constitute a breach of clause (a) unless any such action would constitute a breach of such subclause of the following clause (b)) and (b) shall not, and shall not permit any of its Subsidiaries to: (Page 22) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.1Conduct of the Business.
<omitted>
In addition (and without limiting the generality of the foregoing), except (1) as set forth in Section 6.1 of the Company Disclosure Schedule, (2) for any COVID-19 Measure or (3) as is otherwise expressly permitted or required by the terms of this Agreement or required by applicable Law, the Company shall not, and shall cause its Subsidiaries not to, do any of the following without the prior written consent of the Purchaser : (Page 29) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.1Conduct of Business by the Company Pending the Closing. <omitted> (b) Except (i) as set forth in Section 5.1 of the Company Disclosure Letter, (ii) as expressly contemplated by or required pursuant to this Agreement, (iii) as required by applicable Law or (iv) as consented to in writing by Parent , between the date of this Agreement and the Company Merger Effective Time or the date, if any, on which this Agreement is terminated pursuant to Section 8.1, the Company shall not, and shall not permit any Company Subsidiary to, directly or indirectly: <omitted> Section 6.8 COVID-19. Notwithstanding anything to the contrary contained in Section 5.1, nothing in Section 5.1 shall prevent the Company or any of their respective Subsidiaries from taking or failing to take any commercially reasonable action, including the establishment of any policy, procedure or protocol, reasonably and in good faith in response to COVID-19 or any COVID-19 Measures, and no such commercially reasonable action or omission shall be deemed to violate or breach Section 5.1. (Page 23) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.1. Conduct of Business by the Company Pending the Closing. The Company agrees that between the date hereof and the earlier of the Effective Time or the date, if any, on which this Agreement is validly terminated pursuant to Section 9.1, except as set forth in Section 6.1 of the Company Disclosure Letter, as specifically permitted or required by this Agreement, as required by applicable Law or as consented to in writing by Parent the Company <omitted> (b) shall not, and shall not permit any Company Subsidiary to, directly or indirectly: (Page 49) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 6.01 Conduct of Business by the Company Pending the Merger. During the period from the date of this Agreement through the earlier of the Closing and the termination of this Agreement, except for any COVID-19 Measures, as expressly permitted or required by this Agreement, as required by applicable Law or Order, as otherwise consented to by Parent in writing, or as set forth in Section 6.01 of the Company Disclosure Letter, (x) the Company shall and shall cause each of its Subsidiaries to conduct their respective businesses and operations in the ordinary course of business in all material respects and (y) the Company shall not and shall cause each of its Subsidiaries not to (it being understood that no act or omission by the Company or any of its Subsidiaries with respect to the matters specifically addressed by any provision of this clause (y) shall be deemed to be a breach of clause (x)): (Page 43) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 4.1 Covenants of Lambda. <omitted> (b) Except as (x) contemplated by this Agreement or as set forth on Section 4.1(b) of the Lambda Disclosure Letter or (y) required by Law, during the Pre-Closing Period, Lambda shall not and shall not permit any of the Lambda Subsidiaries, without the prior written consent of Pi (which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of Pi) to: (Page 61) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
rare_answers | <RARE_ANSWERS> | Section 5.1 Conduct of Business by the Company Pending the Merger. <omitted> except <omitted> (B) as may be agreed in writing by Parent , <omitted> the Company shall not, and shall cause its Subsidiaries not to, directly or indirectly: (Page 24) | Flat consent | 1 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
abridged | contract_6 | 4.1.2 Ordinary and Usual Course. Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below), subject to applicable Law and except (y) as set forth on Schedule 4.1.2 and (z) for Permitted Actions, from the date of this Agreement until the earlier of the Effective Time or an earlier Termination Date, AB and the Bank will use commercially reasonable efforts to conduct their respective businesses only in the ordinary course of business in all material respects and will not do, and AB will not permit any other AB Subsidiary to do, any of the following: (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
abridged | contract_6 | Without prior written consent of GBCI (which consent shall not be unreasonably withheld, conditioned or delayed under subparagraphs (d), (e), (k), and (o) below), <omitted> AB and the Bank <omitted> will not do, and AB will not permit any other AB Subsidiary to do, any of the following: (Page 35) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
abridged | contract_8 | Except (w) as set forth on Schedule 6.1(b) of the Company Disclosure Letter, (x) as permitted or required by this Agreement, (y) as may be required by applicable Law, or (z) as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
abridged | contract_8 | Except <omitted> as otherwise consented to by Parent in writing (which consent shall not be unreasonably withheld, delayed or conditioned), until the earlier of the Effective Time <omitted> the Company shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
abridged | contract_9 | (b) From and after the date of the Original Agreement and prior to the Effective Time or the earlier termination of this Agreement, except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), (ii) as required by applicable Law, (iii) as expressly contemplated by this Agreement or (iv) as otherwise set forth in Section 5.1 of the Company Disclosure Schedule, the Company shall not, and shall not permit any of its Subsidiaries to: (Page 20) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
abridged | contract_9 | From and after the date of the Original Agreement and prior to the Effective Time <omitted> except (i) with the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted> the Company shall not, and shall not permit any of its Subsidiaries to: (Page 20) | Consent may not be unreasonably withheld, conditioned or delayed | 0 | Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 122 | Operating and Efforts Covenant |
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