Common use of Material Actions Clause in Contracts

Material Actions. Without limiting the generality of the foregoing, the Company will not, without the prior written consent of Purchaser: (a) enter into any Contract or commitment related to the Business, the Purchased Assets or the Assumed Liabilities the performance of which may extend beyond the Closing, except those entered in the ordinary course of business consistent with past practices and which would not or could not reasonably be expected to have a Material Adverse Effect; (b) waive or surrender any rights related to any pending or threatened Litigation to the extent affecting the Business, the Company, the Purchased Assets or the Assumed Liabilities; (c) amend or terminate any Assigned Contract; (d) incur, create, assume or suffer to exist any restriction, Encumbrance, tenancy, encroachment, covenant, condition, Claim, charge or other matter adversely affecting title on any of the Purchased Assets other than Permitted Encumbrances; (e) take any action that would make any representation or warranty of the Company set forth in Article 4 inaccurate; (f) take any action or commit any omission that could reasonably result in (A) a material delay in the Contemplated Transactions or (B) a Material Adverse Effect; (g) enter into any Contract or commitment giving any Person an option, right of first refusal or other similar right with respect to the Purchased Assets; (h) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar Contract with respect to the Purchased Assets; (i) take any action or omit to take any action that would result in the occurrence of any event described in Section 4.30 with respect to the Purchased Assets; (j) take any action or omit to take any action which will result in a violation of any Applicable Law; or (k) fail to maintain and keep in full force and effect all insurance on assets and property or for the benefit of the Company with respect to the Purchased Assets, fail to present all claims under such insurance policies in a proper and timely manner or breach any obligation under such insurance policies with respect to the Purchased Assets.

Material Actions. Without limiting the generality of the foregoing, the Company will not, without the prior written consent of Purchaser: (a) amend its Charter Documents in a manner that will affect the Business, the Purchased Assets or the Contemplated Transactions; (b) change its authorized or issued Securities or issue any rights or options to acquire Securities; (c) authorize for issuance, issue, deliver, sell, redeem, pledge, dispose of or grant (A) any Securities; (B) any Securities convertible into or exchangeable for, or any options, warrants or rights to acquire, any such Securities or (C) any “phantom” stock, “phantom” stock rights, stock appreciation rights or stock-based performance units; (d) enter into any Contract or commitment related to the Business, the Purchased Assets or the Assumed Liabilities the performance of which may extend beyond the Closing, except those entered in the ordinary course of business consistent with past practices and which would not or could not reasonably be expected to have a Material Adverse Effect; (be) increase the base salary, commission, bonus or other incentive compensation for any employee, except as required under any Employee Plan as in effect on the date hereof (and that have been disclosed to Purchaser); (f) enter into, adopt, amend or terminate any Material Contract; (g) enter into any employment, severance, consulting or similar Contract or arrangement with any Person which is not terminable at will without penalty or Liability on the part of the Company or modify or terminate any employment, severance, consulting or similar Contract; (h) incur, create, assume or suffer to exist any restriction, Encumbrance, tenancy, encroachment, covenant, condition, right-of-way, easement, Claim, charge or other matter adversely affecting title on any of its assets other than Permitted Encumbrances; (i) accelerate the collection of any of the Acquired Accounts Receivable; (j) delay the payment of any of its accounts payable or other Liabilities; (k) waive or surrender any rights related to any pending or threatened Litigation to the extent affecting the Business, the Company, the Purchased Assets or the Assumed Liabilities; (cl) make, change or revoke any Tax election or enter into any Contract or arrangement with respect to Taxes, change any annual tax accounting period, adopt or change any method of Tax accounting, amend any Tax Returns, file claims for Tax refunds, enter into any closing agreement as described in Section 7121 of the Code or terminate analogous provision of other Tax law, settle any Assigned ContractTax claim, audit or assessment, surrender any right to claim a Tax refund, offset of other reduction in Tax liability or take any other action that would have the effect of increasing the Tax liability or reducing any Tax asset of the Company; (dm) incur, create, assume or suffer to exist incur any restriction, Encumbrance, tenancy, encroachment, covenant, condition, Claim, charge or other matter adversely affecting title on any of the Purchased Assets other than Permitted EncumbrancesIndebtedness for Borrowed Funds; (en) loan, advance funds or make an investment in or capital contribution to any Person; (o) take any action that would make any representation or warranty of the Company set forth in Article 4 inaccurate; (fp) take any action or commit any omission that could reasonably result in (A) a material delay in the Contemplated Transactions or (B) a Material Adverse Effect; (gq) enter into any Contract or commitment giving any Person an option, right of first refusal or other similar right with respect to the Purchased Assetsassets of the Company; (hr) enter into any Related Party Agreement; (s) waive the benefits of, or agree to modify in any manner, any confidentiality, standstill or similar Contract with respect to the Purchased AssetsContract; (it) take any action or omit to take any action that would result in the occurrence of any event described in Section 4.30 with respect to the Purchased Assets4.31; (ju) take any action or omit to take any action which will result in a violation of any Applicable Law; or; (kv) fail to maintain and keep in full force and effect all insurance on assets and property or for the benefit of the Company with respect to the Purchased AssetsCompany, all liability and other casualty insurance and all bonds on personnel presently carried, fail to present all claims under such insurance policies in a proper and timely manner or breach any obligation under such insurance policies policies; (w) guaranty any obligation of or agree to indemnify any Person; (x) except as required to comply with respect Applicable Law, amend, modify or terminate any Employee Plan without the express written consent of Purchaser or as otherwise contemplated by this Agreement; (y) incur any Liability outside of the ordinary course of business consistent with past practices; or (z) authorize, recommend, propose or announce an intention to do any of the Purchased Assetsforegoing, or enter into any Contract to do any of the foregoing.