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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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
main | contract_120 | 5.2 Forbearance Covenants of the Company. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); provided that Parent shall be deemed to have approved in writing if it provides no response within five (5) Business Days after a request by the Company for such approval; (iii) to the extent necessary to comply with the express obligations set forth in any Material Contract in effect on the date hereof, provided that this clause (iii) shall not circumvent or supersede the express restrictions set forth in clauses (a) through (v) below; (iv) as required by applicable law; (v) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (vi) as expressly contemplated by the terms of this Agreement, at all times during the Interim Period, the Company will not directly or indirectly, including through any Subsidiary: (Page 61) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
main | contract_138 | The Company agrees that: 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, (y) as required by Applicable Law or (z) in connection with any reasonable action taken, or omitted to be taken, pursuant to any COVID- 19 Measures or which is otherwise taken, or omitted to be taken, in reasonable response to COVID-19 in the ordinary course of business, from the date hereof until the Effective Time (provided, that the Company shall give Parent written notice of any such action that is material to the Company’s or its Subsidiaries’ business within 24 hours thereof), the Company <omitted> (b) shall not, and shall not permit any of its Subsidiaries to: (Page 21) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
main | contract_104 | (b) In addition, without limiting the generality of the foregoing, except for matters set forth in Section 5.01(b) of the Company Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law (including any COVID-19 Response), from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to do, any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned): (Page 48) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_4 | The Company covenants and agrees that, except for matters (i) expressly permitted or expressly contemplated by this Agreement, (ii) set forth on Part 6.01 of the Company Disclosure Schedule, (iii) reasonably undertaken in connection with any COVID-19 Measures, (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), (v) required by Applicable Law or the rules and regulations of Nasdaq, from the date hereof until the earlier of the Effective Time and the termination of this Agreement in accordance with Article 8 hereof, the Company
<omitted>
(B) shall not, and shall cause each of its Subsidiaries not to: (Page 59) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_4 | except for matters <omitted> (iv) undertaken with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), <omitted> the Company
<omitted>
(B) shall not, and shall cause each of its Subsidiaries not to: (Page 59) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_12 | except <omitted> (ii) as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) <omitted>, the Company shall not and shall cause its Subsidiaries not to: (Page 67) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_13 | From the date of this Agreement until the earlier of (1) the Effective Time or (2) termination of this Agreement in accordance with Section 8.1, except (w) as otherwise expressly contemplated or permitted by this Agreement, (x) with the prior written approval of Parent or Merger Sub (which shall not be unreasonably withheld, delayed or conditioned), (y) as required by applicable Law or any Governmental Authority or (z) as set forth in Section 5.1 of the Disclosure Schedule, the Company will not and will not permit any Company Subsidiary to, directly or indirectly: (Page 27) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_13 | From the date of this Agreement until the earlier of (1) the Effective Time or (2) termination of this Agreement in <omitted> , the Company will not and will not permit any Company Subsidiary to, directly or indirectly: (Page 27) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_14 | 5.2 Boston Private 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 Boston Private Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), Boston Private shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed): (Page 56) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_14 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, <omitted> Boston Private shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of SVB Financial (such consent not to be unreasonably withheld, conditioned or delayed): (Page 56) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_19 | 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 (which consent shall not be unreasonably withheld, delayed or conditioned), 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_19 | except <omitted> (e) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), the Company <omitted> (ii) shall not, and shall not
permit any Company Subsidiary <omitted> between the date of this Agreement and the First Effective Time or the date, <omitted> on which this Agreement is terminated <omitted> to: (Pages 23-24) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_23 | except <omitted> 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_17 | 5.2 Forbearances. <omitted> 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_27 | except <omitted> (ii) with the prior written consent of Parent (such consent not to be unreasonably conditioned, withheld or delayed), <omitted> the Company: (Page 55) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_35 | (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 (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the First Effective Time, the Company shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 52) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_35 | (b) Except <omitted> as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), prior to the First Effective Time, the Company shall not, <omitted> : (Page 52) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_41 | 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 (which consent shall not be unreasonably withheld, delayed or conditioned): (Page 22) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_41 | the Company shall not, and shall not permit any Company Subsidiary to <omitted> do any of the following without the prior written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned): (Page 22) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_44 | 6.2. Negative Covenants. 6.2.1. 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 Bridge Bancorp Disclosure Schedule or the DCB Disclosure Schedule, as expressly contemplated or permitted by this Agreement, or as required by law, neither Bridge Bancorp nor DCB shall, and neither Bridge Bancorp nor DCB 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 63) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_44 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement, <omitted> neither Bridge Bancorp nor DCB shall, and neither Bridge Bancorp nor DCB 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 63) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_45 | from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement <omitted> except <omitted> as consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not, nor shall it permit any of its Subsidiaries to: (Page 60) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_46 | from the date of this Agreement until the earlier of the Effective Time and the valid termination of this Agreement <omitted> 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) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_49 | Except (w) with respect to the Specified Exceptions (other than as applied to Section 5.1(a), Section 5.1(b), or Section 5.1(k)), (x) 25
as otherwise expressly contemplated or permitted by this Agreement, (y) as set forth in Section 5.1 of the Company Disclosure Schedule, or (z) with the Parent’s 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: (Pages 29-30) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_49 | Except <omitted> (z) with the Parent’s 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: (Pages 29-30) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_50 | Except as <omitted> consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> none of the Company or Hospitality shall, and the Company and Hospitality shall cause the Paired Entities Subsidiaries not to (except to the extent any of clauses (A), (C), (D) or (E) of this paragraph apply thereto), do any of the following: (Page 46) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_50 | Except as (A) may be required by Law, (B) any COVID-19 Response after written notice to and, to the extent practicable under the circumstances, consultation with, Parent, (C) set forth in Section 6.1 of the Paired Entities Disclosure Schedule, (D) consented to in writing in advance by Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (E) otherwise specifically contemplated or required under this Agreement (or as permitted under the exceptions set forth in Sections 6.1(a) through (t) below), during the period from the date of this Agreement to the earlier of the Effective Time and the termination of this Agreement, (x) each of the Paired Entities shall use commercially reasonable efforts to, and shall cause each of the Paired Entities Subsidiaries to use commercially reasonable efforts to, (i) carry on their respective businesses in the ordinary course of business consistent with the Operating Budget and the Capital Expenditure Budget and past practice, (ii) maintain and preserve intact the material components of their present business organizations, (iii) retain the services of their present officers and key employees, (iv) preserve their goodwill and relationships with tenants, customers, suppliers and others having business dealings with them and (v) to preserve their assets and properties in good repair and condition (normal wear and tear expected); provided that, without limiting the foregoing (y) none of the Company or Hospitality shall, and the Company and Hospitality shall cause the Paired Entities Subsidiaries not to (except to the extent any of clauses (A), (C), (D) or (E) of this paragraph apply thereto), do any of the following: (Page 46) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_53 | Conduct of Business of the Company Pending the Merger. <omitted> except as <omitted> Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), <omitted> the Company shall not and shall cause each of its subsidiaries not to: (Pages 43-44) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_56 | 5.2 Flagstar 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 Flagstar Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as may be required by law or regulation (including the Pandemic Measures), Flagstar shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of NYCB (such consent not to be unreasonably withheld, conditioned or delayed): (Page 52) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_56 | During the period from the date of this Agreement to the Effective Time <omitted> Flagstar shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of NYCB (such consent not to be unreasonably withheld, conditioned or delayed): (Page 52) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_59 | (b) Between the date of this Agreement and the Closing Date, except (w) as contemplated or permitted by this Agreement, (x) as disclosed in Section 5.1 of the Company Disclosure Letter, (y) as required by applicable Law (including COVID-19 Measures and similar Laws), or (z) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall: (Pages 38-39) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_59 | (b) Between the date of this Agreement and the Closing Date, except <omitted> (z) unless Parent shall otherwise consent in writing (which consent shall not be unreasonably withheld, conditioned or delayed), neither the Company nor any of its Subsidiaries shall: (Pages 38-39) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_63 | 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 30) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_63 | except <omitted> as approved in writing by Parent (such approval not to be unreasonably conditioned, withheld or delayed) <omitted> the Company shall not and shall cause its Subsidiaries not to: (Page 30) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_64 | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_66 | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_67 | except <omitted> 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 <omitted> : (Page 25) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_73 | 4.2 Operation of the Company’s Business and Marvell’s Business. <omitted> (b) During the Pre-Closing Period, except <omitted> (x) with the prior written consent of Marvell, <omitted> 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) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_79 | (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 (which consent shall not be unreasonably withheld, delayed or conditioned), 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_79 | Except as <omitted> consented to by Parent in writing (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 43) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_80 | Without limiting the generality of the foregoing, except (A) with Parent’s prior written consent (which consent shall not, in the case of clauses (f), (h), (j), (k), (n) or (o) below, be unreasonably withheld, conditioned or delayed), (B) as set forth in Section 5.1 of the Company Disclosure Schedule, (C) as expressly permitted or expressly required by this Agreement, or (D) as required to comply with any quarantine, “shelter in place,” “stay at home,” social distancing, shut down, closure, sequester or any other Law, Order or directive issued by any Governmental Entity in connection with or in response to the COVID-19 pandemic (provided that any such actions that cause deviations from the business of any Acquired Company being conducted in the ordinary course consistent with past practice shall be terminated, and such ordinary course conduct shall be resumed, as soon as reasonably practicable after compliance with such Law, Order or directive is no longer required), the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following: (Page 25) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_80 | except (A) with Parent’s prior written consent (which consent shall not, in the case of clauses (f), (h), (j), (k), (n) or (o) below, be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not, nor shall it permit any of its Subsidiaries to, do any of the following: (Page 25) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_82 | (b) Except (w) as expressly contemplated, required or expressly permitted by this Agreement, (x) as required by applicable Law, (y) as set forth in Section 5.2(b) of the Company Disclosure Letter or (z) 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 31) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_82 | (b) Except <omitted> 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 31) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_87 | Except <omitted> 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 <omitted> the Company will not, and will cause each of its Subsidiaries not to: (Page 37) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_90 | 4.1 Interim Operations. (a) The Company agrees that, 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 required by this Agreement, the Company shall, and shall cause the Company Subsidiaries to, conduct its business in the ordinary course in all material respects and use commercially reasonable efforts to maintain and preserve intact its business organization, keep available the services of key employees and maintain satisfactory relationships with customers, suppliers and distributors. 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 permitted or required by this Agreement, the Company shall not (and shall not permit any Company Subsidiary to): (Page 39) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_90 | 4.1 Interim Operations. (a) <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 (which consent shall not be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not (and shall not permit any Company Subsidiary to): (Page 39) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_92 | 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 permitted or contemplated by this Agreement or the Support Agreements or the Spin-Off Agreements, 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 RemainCo Subsidiaries to (and, for the avoidance of doubt, the following limitations on the Company and its Subsidiaries shall only be binding on RemainCo and its RemainCo Subsidiaries and shall not apply to SpinCo or its Subsidiaries that are SpinCo Entities): (Page 55) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_92 | from the date of this Agreement until the earlier to occur of the Effective Time and the termination of this Agreement <omitted> except <omitted> consented to in writing by Parent (such consent not to be unreasonably withheld, conditioned or delayed) <omitted> the Company shall not, nor shall it permit any of its RemainCo Subsidiaries to: (Page 55) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_85 | except for matters set forth in the Company Disclosure Schedule or otherwise expressly permitted or expressly contemplated by this Agreement or required by applicable Law (including COVID-19 Measures) or with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following: (Page 42) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_85 | except <omitted> with the prior written consent of Parent (which shall not be unreasonably withheld, conditioned or delayed), from the date of this Agreement until the Effective Time, or, if earlier, the termination of this Agreement in accordance with its terms, the Company shall not, and shall not permit any Company Subsidiary to, do any of the following: (Page 42) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_86 | The Company agrees that between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement in accordance with ARTICLE VII, except (w) as set forth in Section 5.01 of the Company Disclosure Letter, (x) as expressly required or expressly provided for by this Agreement, (y) as required by applicable Law, any Governmental Entity of competent jurisdiction or the rules and regulations of Nasdaq or pursuant to any COVID-19 Measures or (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted>
Without limiting the foregoing, subject to the exceptions described in clauses (w) through (z) of the foregoing sentence, the Company shall not, and shall not permit any Company Subsidiary to: (Page 16) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_86 | The Company agrees that between the date of this Agreement and the earlier of the Effective Time and the valid termination of this Agreement <omitted> , except <omitted> (z) as consented to in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned), <omitted>
the Company shall not, and shall not permit any Company Subsidiary to: (Page 16) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_96 | Without limiting the generality of Section 5.1(a), except for matters set forth in Section 5.1 of the Company Disclosure Letter or as otherwise expressly required or permitted by this Agreement or required by Law, from the date of this Agreement to the Effective Time or the date of the termination of this Agreement, as the case may be, the Company shall not, and shall not permit any other Acquired Company to, do any of the following without the prior written consent of Parent (which, solely in the case of clauses (vi), (viii), (xii), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxiii), (xxvi), (xxvii), and, in respect of the foregoing, (xxix), consent shall not be unreasonably withheld, conditioned or delayed): (Page 40) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_96 | the Company shall not, and shall not permit any other Acquired Company to, do any of the following without the prior written consent of Parent (which, solely in the case of clauses (vi), (viii), (xii), (xv), (xvi), (xviii), (xix), (xx), (xxi), (xxiii), (xxvi), (xxvii), and, in respect of the foregoing, (xxix), consent shall not be unreasonably withheld, conditioned or delayed): (Page 40) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_100 | Except <omitted> (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); <omitted> at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement <omitted> and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to: (Page 62) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_100 | Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (iii) for actions or omissions that constitute COVID-19 Measures (following reasonable prior consultation with Parent); or (iv) as expressly contemplated by the terms of this Agreement, at all times during the period commencing with the execution and delivery of this Agreement and continuing until the earlier to occur of the termination of this Agreement pursuant to Article VIII and the Effective Time, the Company will not, and will not permit any of its Subsidiaries, to: (Page 62) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_107 | the Company shall not, and shall not permit the Company Subsidiaries to, during the Pre-Closing Period, 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 63) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_107 | (b) Notwithstanding Section 7.1(a), except as set forth in Section 7.1(b) of the Company Disclosure Letter or as required by the express terms of this Agreement or by applicable Law, the Company shall not, and shall not permit the Company Subsidiaries to, during the Pre-Closing Period, 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 63) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_108 | during the period from the date of this Agreement until the Effective Time <omitted> 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_109 | 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), the -42-
Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed): (Pages 50-51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_109 | During the period from the date of this Agreement to the Effective Time or earlier termination of this Agreement <omitted> the <omitted> Company shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Parent (such consent not to be unreasonably withheld, conditioned or delayed): (Pages 50-51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_110 | Section 6.1 Conduct of Business by the Company. <omitted> (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary not to: (Page 58) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_110 | Section 6.1 Conduct of Business by the Company.<omitted> (v) with the prior written consent of Parent (which consent will not be unreasonably withheld, conditioned or delayed), the Company will not, and will cause each Company Subsidiary (Page 58) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | 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 (Page 46) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_104 | (b) In addition, without limiting the generality of the foregoing, except for matters set forth in Section 5.01(b) of the Company Disclosure Letter or as otherwise expressly contemplated by this Agreement or required by applicable Law (including any COVID-19 Response), from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to do, any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned): (Page 48) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_104 | from the date of this Agreement to the earlier of the termination of this Agreement and the Effective Time, the Company shall not, and shall not permit any of its Subsidiaries to do, any of the following without the prior written consent of Parent (such consent not to be unreasonably withheld, delayed or conditioned): (Page 48) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_105 | (b) Without limiting the generality of the foregoing, during the Interim Period, except (A) as otherwise expressly permitted or required by this Agreement, (B) as set forth in Section 6.01(b) of the Company Disclosure Letter, (C) as required by and not in contravention of applicable Law or (D) in connection with a Company COVID Action, 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 73) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_105 | 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 73) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_113 | (b) Except (i) as set forth in Section 6.1(a) of the Company Disclosure Letter, without limiting the generality of Section 6.1(a), during the Pre-Closing Period and except (i) as set forth in the Company Disclosure Letter, (ii) as required by applicable Law, (iii) as expressly permitted by this Agreement or (iv) any action taken, or omitted to be taken, in each case, that is reasonably necessary to comply with any directives, guidelines or recommendations promulgated by any Governmental Body in connection with or in response to COVID-19, the Company shall not, without the prior written consent of Parent (which consent will not be unreasonably delayed, withheld or conditioned): (Page 42) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_113 | during the Pre-Closing Period <omitted> the Company shall not, without the prior written consent of Parent (which consent will not be unreasonably delayed, withheld or conditioned): (Page 42) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_114 | 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 (which consent shall not be unreasonably withheld, delayed or conditioned); 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) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_114 | except <omitted> as may be agreed in writing by Parent (which consent shall not be unreasonably withheld, delayed or conditioned); <omitted> the Company: (i) shall not (Pages 35-36) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_117 | (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 (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 51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_117 | Except <omitted> (v) 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 (Page 51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_120 | 5.2 Forbearance Covenants of the Company. Except (i) as set forth in Section 5.2 of the Company Disclosure Letter; (ii) as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed); provided that Parent shall be deemed to have approved in writing if it provides no response within five (5) Business Days after a request by the Company for such approval; (iii) to the extent necessary to comply with the express obligations set forth in any Material Contract in effect on the date hereof, provided that this clause (iii) shall not circumvent or supersede the express restrictions set forth in clauses (a) through (v) below; (iv) as required by applicable law; (v) for any actions taken in good faith to respond to the actual or anticipated effects of COVID-19 or COVID-19 Measures; or (vi) as expressly contemplated by the terms of this Agreement, at all times during the Interim Period, the Company will not directly or indirectly, including through any Subsidiary: (Page 61) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_120 | Except <omitted> as approved in writing in advance by Parent (which approval will not be unreasonably withheld, conditioned or delayed) <omitted> the Company will not directly or indirectly, including through any Subsidiary: (Page 61) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_122 | 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 permitted 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 46) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_122 | 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), <omitted> the Company shall not (and shall not permit any Company Subsidiary to) <omitted> : (Page 46) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_123 | SECTION 6.1 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 IX, except as otherwise expressly required or permitted by this Agreement, as set forth in Section 6.1 of the Company Disclosure Letter, as required by applicable Laws or as 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 cause each of its subsidiaries not to and, with respect to subclauses (xi)(A) and (xix) below, shall not cause or authorize any Company Joint Venture to: (Page 51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_123 | except <omitted> as 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 cause each of its subsidiaries not to and, with respect to subclauses (xi)(A) and (xix) below, shall not cause or authorize any Company Joint Venture to: (Page 51) | Applies to all negative covenants | 1 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
abridged | contract_126 | Section 5.1. Conduct of Business by the Company Pending the Closing. <omitted> consented to in writing by Parent (with respect to clauses (i) (with respect to the organizational documents of any Company Subsidiary only), (iv), (v), (ix), (x), (xi), (xii), (xiii), (xiv), (xvi), (xvii), (xix), (xxii) and (xxiv) (or (xxix) with respect to any of the foregoing) of Section 5.1(b) only, such consent not to be unreasonably withheld, conditioned or delayed), the Company (a) shall, and shall cause each Company Subsidiary to, use reasonable best efforts to conduct its business in all material respects in the ordinary course of business and use reasonable best efforts to (i) preserve intact its and their present business organizations, goodwill and ongoing businesses, (ii) keep available the services of its and their present officers and other key employees (other than where termination of such services is for cause) and (iii) preserve its and their relationships with customers, suppliers, vendors, resellers, licensors, licensees, Governmental Entities, employees and other Persons with whom it and they have material business relations (it being agreed by the Parties that with respect to the matters specifically addressed by any provision of Section 5.1(b), such specific provisions shall govern over the more general provision of this Section 5.1(a)); and (b) shall not, and shall cause each Company Subsidiary not to, directly or indirectly: (Page 53) | Applies only to specified negative covenants | 0 | Application of Buyer consent requirement (negative interim covenant)-Answer | <NONE> | Negative interim operating covenant | 123 | Operating and Efforts Covenant |
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