Negative Obligations Sample Clauses

Negative Obligations. Any obligation on a party not to do something includes an obligation not to allow that thing to be done.

Negative Obligations a reference to a prohibition against doing any thing includes a reference to not permitting, suffering or causing that thing to be done;

Negative Obligations. Premises 8.5.1 (signage) erect or install any: (a) permanent signs; or (b) other signs, notices or advertisements on the Premises and which are visible from outside; 8.5.2 (vending machines) install or operate vending or amusement machines on or about the Premises; 8.5.3 (auction) hold auction, bankrupt or fire sales in the Premises; 8.5.4 (animals) keep an animal or bird on the Premises (except where required for the Permitted Use); 8.5.5 (defacing) cut, make holes in, mark, deface, drill, damage or cause any such works to be effected to the floors, walls, ceilings or other parts of the Premises; 8.5.6 (business name) use a business name which includes words connected to the business name of the Building; 8.5.7 (rubbish disposal) dispose of refuse from the Premises in bins provided for public use; 8.5.8 (heating, cooling and lighting) use any method of heating, cooling or lighting the Premises other than those provided or approved by the Landlord; 8.5.9 (television and radio) operate a musical instrument, radio, television, flashing lights or other equipment that can be heard or (in the case of flashing lights) seen outside the Premises; 8.5.10 (window coverings) install any blinds, screens, awnings or other window coverings in or outside the Premises; 8.5.11 (dangerous substances) store or use any inflammable or explosive substances or any other Hazardous Material in the Premises, unless required for the Permitted Use; 8.5.12 (Tenant’s Business) carry on the Tenant’s Business outside the Premises; 8.5.13 (advertising) spruik or allow any other form of advertising which can be heard outside the Premises; or 8.5.14 (keys) copy any key or access device and must reimburse the Landlord for any costs incurred by the Landlord if it is lost.

Negative Obligations. Except (i) as expressly provided by this Agreement, (ii) as may be required by Legal Requirements, (iii) as set forth in Section 5.2 of the Qumu Disclosure Letter or the Synacor Disclosure Letter, as the case may be, or (iv) as approved in advance by the other party hereto in writing (which approval shall not be unreasonably withheld, conditioned or delayed), 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 Section 9.1 and the Effective Time, neither Qumu nor Synacor shall, nor shall either of them cause or permit any of their respective Subsidiaries to, do any of the following: (a) propose to adopt any amendments to or amend their respective certificates of incorporation or bylaws or comparable organizational documents; (b) authorize for issuance, issue, sell, deliver or agree or commit to issue, sell or deliver (whether through the issuance or granting of restricted stock units, options, warrants, other equity-based commitments, subscriptions, rights to purchase or otherwise) any of their respective securities or any securities of any of their respective Subsidiaries, except for (i) the issuance and sale of shares of common stock pursuant to the exercise or settlement of stock options, restricted stock units, performance stock units or warrants outstanding as of the date of this Agreement, (ii) grants by Synacor to newly hired Synacor employees of stock options, restricted stock, restricted stock units or other equity awards granted in the ordinary course of business consistent with past practice (including with respect to the type of grant, conditions for vesting and other material terms and conditions), with a per share exercise price (as applicable) that is no less than the fair market value of a share of common stock on the date of grant, subject to a four-year vesting schedule in which not more than twenty-five percent (25%) of the total grant becomes vested annually, and not subject to any accelerated vesting or other provision that would be triggered upon a termination of service or as a result of the consummation of the Merger or any other transactions contemplated by this Agreement (whether alone or in combination with any other event), provided that (A) the aggregate number of shares of Synacor Common Stock subject to such stock options, restricted stock, restricted stock units or other equity awards does not exc...

Negative Obligations generally 8.4.1 (smoking) permit smoking in the Building or in the immediate vicinity of the Building (including common areas); 8.4.2 (Landlord’s Property) alter or interfere with the Landlord’s Property or remove it from the Premises; 8.4.3 (nuisance) do anything in or around the Building which in the Landlord’s reasonable opinion may be annoying, illegal, dangerous or offensive or cause a nuisance or interfere with any other person; 8.4.4 (misuse) misuse or do anything to overload the Building’s facilities, appurtenances or Services; 8.4.5 (lifts) use any escalators or passenger lifts to carry goods or equipment; 8.4.6 (heavy objects) move heavy or bulky objects through the Building (except to the extent necessary for the conduct of the Permitted Use with the prior consent of the Landlord); 8.4.7 (trade vehicles) drive or park any trade vehicle in the Building, except at loading bays and at times specified by the Landlord; 8.4.8 (obstruction) obstruct: (a) windows in the Premises or Building; (b) any Service and all plant and equipment associated with the Services; (c) any emergency exits from the Building or the Premises; or (d) the Common Areas; 8.4.9 (communication devices) affix any telecommunications device to the Building or install any communications cabling in the Building; or 8.4.10 (fire safety) interfere with any fire safety or alarm equipment installed in the Building or obstruct access to them.

Negative Obligations. During the Hire Period, the Customer must not: (a) alter the Hire Equipment, make any modification or addition to it, install anything in or on it or remove anything in or from it without the prior written consent of TEN; (b) use the Hire Equipment for any purpose which is unlawful or which in TEN’s reasonable opinion might endanger any person or the safety or condition of the Hire Equipment or prejudice TEN’s interest in it; or (c) alter, make any additions to, deface or erase any identifying ▇▇▇▇, insignia, signage, barcoding, plate or number on or in the Hire Equipment or in any other manner interfere with the Hire Equipment without the prior written consent of TEN.

Negative Obligations. (a) Except (i) as expressly contemplated by this Agreement, including with respect to the Innovate Post-Closing Financing and the Innovate Shareholder Proposals, (ii) as set forth in Section 4.4(a) of the Innovate Schedule of Exceptions, (iii) as required by applicable Law, or (iv) with the prior written consent of the Company (which consent shall not be unreasonably withheld, delayed or conditioned), at all times during the Pre-Closing Period, neither Innovate nor Merger Sub shall, or shall cause or permit any Subsidiary of Innovate or Merger Sub to, do any of the following: (i) sell, issue, reserve for issuance, set aside, grant or authorize any shares in the capital stock of Innovate or any of its Subsidiaries or any class of securities convertible or exchangeable into, or rights, warrants or options (subject to Section 5.5) to acquire, any such shares of capital stock or such convertible or exchangeable securities, except for (A) granting Innovate Stock Options pursuant to Innovate Stock Option Plans or (B) issuing shares of Innovate Common Stock upon exercise of Innovate Stock Options outstanding under Innovate Stock Option Plans as of the date hereof or shares of Innovate Common Stock upon exercise of an Innovate Warrant outstanding as on the date hereof, in each case in accordance with the terms and conditions of the Innovate Stock Option Plans, award agreement and/or warranty as applicable; (ii) declare, accrue, set aside or pay any dividend or make any other distribution in respect of any shares of capital stock; or repurchase, redeem or otherwise reacquire any shares of capital stock or other securities (except for shares of Innovate Common Stock from terminated employees of Innovate at actual cost); (iii) amend the charter, certificate of incorporation, bylaws, articles of association or other charter or organizational documents of Innovate, Merger Sub or any Subsidiary of Innovate, or effect or be a party to any merger, consolidation, share exchange, business combination, recapitalization, reclassification of shares, stock split, reverse stock split or similar transaction; (iv) except for contractual commitments in place at the time of this Agreement and disclosed in Section 4.4(a)(iv) of the Innovate Schedule of Exceptions, and other than as contemplated by the Contemplated Transactions (including, with respect to the Innovate Warrants, as contemplated by Section 4.9), (A) sell, issue, grant or authorize, or agree to sell, issue, grant or auth...

Negative Obligations. In order to guarantee the performance of Party B in relation to this Agreement and all of Party B’s in relation to its obligations towards Party A, Party B and the Shareholders hereby acknowledge, agree and jointly and severally warrant that without the prior written consent of Party A or any party designated by Party A, Party B shall not engage in any transaction which may have a material or adverse effect on any of its assets, businesses, employees, obligations, rights or operations (except for those occurring in the due course of business or in day-to-day business operations, or those already disclosed to Party A and with the explicit prior written consent of Party A), including without limitation: 1.1 Conduct any activity beyond the normal business scope of Party B or operate the Party B in a manner inconsistent with its past practice; 1.2 Make any borrowing or undertake any indebtedness from any third party; 1.3 Change or remove any of its directors or senior officers;

Negative Obligations. In order to guarantee the performance by Party B of the agreement entered into by and between Party A and Party B and all of Party B’s obligations towards Party A, the Founding Shareholders hereby acknowledge, agree and jointly warrants that without prior written consent of Party A or any party designated by Party A, Party B shall not engage in any transaction which may have material or adverse effect on any of its assets, businesses, employees, obligations, rights or operations, including without limitation: 1.1 Conduct of any activity outside its ordinary course of business or in a manner inconsistent with its past practice; 1.2 Making any borrowing or undertaking any indebtedness from any third party; 1.3 Change or removal of any of its directors or senior officers; 1.4 Sale, acquisition or any other disposal of any assets or rights, including without limitation any intellectual property rights, with any third party; 1.5 Creation of any guarantee or any other security on any of its assets or intellectual properties in favor of any third party, or creation of any encumbrance on any of its assets; 1.6 Change of its articles of association or its scope of business; 1.7 Change of its ordinary course of business or any of its material bylaws; 1.8 Transfer any of its rights or obligations under this Agreement to any third party; 1.9 Making any material change to its business pattern, marketing strategy, business plan or customer relationship; and 1.10 Distribution of any bonus or dividend.