Forbearances by the Company Clause Samples

Forbearances by the Company. Except as expressly contemplated or permitted by this Agreement, disclosed in the Company’s Disclosure Letter, or to the extent expressly required by law or regulation or any Governmental Entity, during the period from the date of this Agreement to the Effective Time, the Company shall not, nor shall the Company permit any of its Subsidiaries to, without the express prior written consent (which may include consent via electronic mail) of Purchaser (which consent shall not be unreasonably withheld, conditioned or delayed: (a) conduct its business other than in the ordinary course consistent with past practice; fail to use reasonable best efforts to maintain and preserve intact its business organization, properties, leases, Loans, deposit accounts, employees and advantageous business relationships, and retain the services of its officers and key employees; or take any action that would adversely affect or materially delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; (i) incur, modify, extend or renegotiate any indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other Person, other than the creation of deposit liabilities in the ordinary course of business consistent with past practice; (ii) prepay any indebtedness or other similar arrangements that would cause the Company to incur any prepayment penalty thereunder; (iii) borrow or draw any amounts under existing credit facilities made available to the Company or Company Bank or otherwise undertake any action that leads to an increase in the outstanding principal balance of any existing credit facility in favor of the Company, Company Bank or the Company ESOP as of the date hereof; or (iv) purchase any brokered certificates of deposit (provided, that, for the avoidance of doubt, the Company may purchase reciprocal deposits in the ordinary course of business consistent with past practice and quantity); (i) adjust, split, combine or reclassify any capital stock; (ii) except as set forth in Section 4.1(c) of the Company’s Disclosure Letter, make, declare or pay any dividend, or make any other distribution on its capital stock; (iii) grant any person any right to acquire any shares of its capital stock or make any grant or award under any of the Company’s equity incentive plans; (iv) issue any additional shares of capital stock or any securities or obligat...

Forbearances by the Company. Without limiting the generality of Section 5.1(a), without the prior written consent of Parent, which consent shall not be unreasonably withheld, conditioned or delayed, the Company shall not: (i) incur any Liability other than current Liabilities that are not material in the aggregate and are incurred in the ordinary and usual course of business, or fail to pay any Liability when due or take or fail to take any action, the taking of which, or the failure to take of which, would permit any Liability to be accelerated; (ii) assume, guarantee, endorse or otherwise become responsible for the obligations of any other Person other than endorsements of negotiable instruments in the ordinary course of business, or make any loans or advances to any Person; (iii) declare, set aside or pay any dividend in cash or property with respect to its capital shares or declare or make any distribution in cash or property on, redeem, or purchase or otherwise acquire any Shares (other than the repurchase of any Shares by the Company pursuant to the Company’s 2008 Employee Share Purchase Plan, or the forfeiture of any Shares under the Company’s 2008 Employee Grant Share Plan, in each case upon the termination of any Company Stockholder’s employment with the Company), or split, combine or otherwise similarly change the outstanding Shares, or authorize the creation or issuance of or issue or sell any capital stock (other than the issuance of 558,611 Shares under the 2008 Employee Grant Plan to Olivier Amice or the issuance of Shares upon exercise of the Warrants prior to the Closing Date) or any securities or obligations convertible into or exchangeable for, or giving any Person any right to acquire from it, any of its capital shares; (iv) mortgage, pledge or otherwise encumber any property or asset, except in the ordinary and usual course of business; (v) sell, lease, transfer or dispose of any of its properties or assets, waive or release any rights or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it, except for sales of inventory in the ordinary and usual course of business and except as contemplated by this Agreement; (vi) make any investments of a capital nature either by purchase of shares or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other Person except in the ordinary and usual course of business; (vii) fail to perform its material obligations under mat...

Forbearances by the Company. Except as expressly contemplated or permitted by this Agreement or disclosed in the Company’s Disclosure Letter, and except to the extent required by law or regulation or any Governmental Entity during the period from the date of this Agreement to the Effective Time, the Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Purchaser (which shall not be unreasonably withheld, conditioned or delayed): (a) conduct its business other than in the regular, ordinary and usual course consistent with past practice; fail to use reasonable efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees; or take any action that would adversely affect or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; (b) (i) incur, modify, extend or renegotiate any material indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than (A) the creation of deposit liabilities in the ordinary course of business consistent with past practice and (B) advances from the Federal Home Loan Bank of Boston with a maturity of not more than five (5) years;

Forbearances by the Company. Except as expressly contemplated or permitted by this Agreement or disclosed in the Company Disclosure Schedule, and except to the extent required by Law or any Governmental Entity during the period from the date of this Agreement to the Effective Time, the Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Parent, which consent will not be unreasonably withheld: (a) (i) incur, modify, extend or renegotiate any indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than in the ordinary course of business consistent with past practice;

Forbearances by the Company. Except as contemplated by this Agreement, from the date hereof until the Merger Closing, the Company shall not take, or fail or omit to take, directly or indirectly, any action or enter into any transaction, other than in the ordinary course of business consistent with past practice, that would reasonably be expected to (i) prevent the consummation of the transactions contemplated by this Agreement or (ii) cause or result in any of the representations and warranties set forth in Sections 4(a) and (b) to be untrue in any material respect at any time after the date hereof through the Merger Closing Date. Except as contemplated by this Agreement (including the Company Disclosure Letter), without limiting the foregoing, the Company shall not take, directly or indirectly, any of the following actions without the prior written consent of the Purchaser: (i) amend or agree to amend its Organizational Documents, or merge with or into or consolidate with, or agree to merge with or into or consolidate with, any other Person, or subdivide or in any way reclassify any of its capital stock or other ownership interests, or change or agree to change in any manner the rights of its capital stock or other ownership interests or liquidate or dissolve; (ii) (A) issue, sell, redeem or acquire any capital stock or other ownership interest in itself; (B) issue, sell or grant any option (including any Company Stock Option), warrant, convertible or exchangeable security, right, “phantom” partnership (or other ownership) interest (or similar “phantom” security), restricted partnership (or other ownership) interest, subscription, call, unsatisfied pre-emptive right or other agreement or right of any kind to purchase or otherwise acquire (including by exchange or conversion) any of its capital stock or any other ownership interests; or (C) enter into any contracts, agreements or arrangements to issue, redeem, acquire or sell any of its capital stock or any other ownership interests; (iii) incur any Indebtedness (excluding any intercompany loan or intercompany debt), issue any debt securities or assume, grant, guarantee or endorse, or otherwise as an accommodation become responsible for, the liabilities of any Person, or make any loans or advances (including any loan or advance to any of its Affiliates, officers, directors, employees, consultants, agents or other representatives (other than reasonable and customary travel and similar engagement-related advances made in the ordinary co...

Forbearances by the Company. Except as expressly contemplated or permitted by this Agreement or disclosed in the Company Disclosure Schedule, and except to the extent required by Law or any Governmental Entity, during the period from the date of this Agreement to the Effective Time, the Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Parent, which consent will not be unreasonably withheld: (a) (i) incur, modify, extend or renegotiate any indebtedness for borrowed money (it being understood that deposits originated in the ordinary course are not deemed borrowed money for purposes of this provision), or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than in the ordinary course of business consistent with past practice;

Forbearances by the Company. Except as contemplated by this Agreement or pursuant to the terms of an agreement disclosed in a schedule hereto, the Company will not, and will cause each of its Subsidiaries not to (a) sell, lease, transfer or dispose of any of the material assets of the Company or any of its Subsidiaries, except in each case in the ordinary course of business; (b) mortgage, pledge or otherwise encumber any of the assets of the Company or any of its Subsidiaries, except in each case in the ordinary course of business; (c) amend, modify, transfer, assign or cancel any material contract or lease, except in the ordinary course of business; (d) except for purchase orders or sales orders arising in the ordinary and usual course of business, and except for capital expenditures consistent with the applicable annual

Forbearances by the Company. Except as expressly contemplated or permitted by this Agreement or disclosed in the Company’s Disclosure Letter, and except to the extent required by law or regulation or any Governmental Entity during the period from the date of this Agreement to the Effective Time, the Company shall not, nor shall the Company permit any of its Subsidiaries to, without the prior written consent of Purchaser, which consent will not be unreasonably withheld or delayed: (a) conduct its business other than in the regular, ordinary and usual course consistent with past practice; fail to use reasonable efforts to maintain and preserve intact its business organization, properties, leases, employees and advantageous business relationships and retain the services of its officers and key employees; or take any action that would adversely affect or delay its ability to perform its obligations under this Agreement or to consummate the transactions contemplated hereby; (b) (i) incur, modify, extend or renegotiate any indebtedness for borrowed money, or assume, guarantee, endorse or otherwise as an accommodation become responsible for the obligations of any other person, other than the creation of deposit liabilities in the ordinary course of business consistent with past practice;

Forbearances by the Company. Except as contemplated by this --------------------------- Agreement, the Company and its Subsidiaries will not, and the Selling Shareholders will not permit the Company and its Subsidiaries to, without the prior written consent of Buyer: (1) incur any indebtedness for borrowed money, except in the ordinary course of business consistent with past practice in an amount not to exceed $100,000; (2) assume, guarantee, endorse or otherwise become responsible for the obligations of, or make any loans or advances to, any other individual, firm or corporation; (3) make any direct or indirect redemption, purchase or other acquisition of any shares of its capital stock or declare, set aside or pay any dividend or distribution (whether in cash, capital stock or property) other than the dividend or distribution to the Company's shareholders of the shares of Kilovac Development, any dividends to the Company from any of its Subsidiaries and the repurchase of Common Stock held by ▇▇▇▇▇▇▇ Edict or ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ for an amount not to exceed $85,000 in the aggregate; (4) mortgage, pledge or otherwise encumber any of its properties or assets (other than the pledge of after acquired property as security for indebtedness under the Bank of America Loan Agreement); (5) sell, lease, transfer or dispose of any of its properties or assets (other than the shares of Kilovac Development waive or release any rights of material value, or cancel, compromise, release or assign any indebtedness owed to it or any claims held by it except for sales of inventory in the ordinary and usual course of business and consistent with past practice; (6) except for capital expenditures not to exceed $20,000 or items included in the capital budget included in the Disclosure Schedule, make any investment or expenditure of a capital nature either by purchase of stock or securities, contributions to capital, property transfers or otherwise, or by the purchase of any property or assets of any other individual, firm or corporation; (7) enter into any transaction other than in the ordinary and usual course of its business and consistent with past practice; (8) enter into or terminate any agreement, plan or lease, or make any change in any of its agreements, plans or leases; (9) permit any insurance policy naming it as a beneficiary or a loss payable payee to be cancelled or terminated or any of the coverage thereunder to lapse; (10) enter into any collective bargaining agreements; (11) increase in any manner ...