Common use of Prohibited Actions Pending Closing Clause in Contracts

Prohibited Actions Pending Closing. Unless otherwise provided for herein or approved by Purchaser in writing, from the date hereof until the Closing Date, the Seller shall cause the Seller not to do or enter into the following: (a) amend or otherwise change its Articles of Incorporation, By-Laws or other organizational documents; (b) mortgage, pledge or subject to Lien or other encumbrance any of its properties or assets, or agree to do so; (c) sell or otherwise dispose of, or agree to sell or dispose of any of its assets or properties; (d) amend or terminate any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of default thereunder; (e) assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do so; (f) make any change in accounting methods or principles; (g) compromise or settle any material Claim, other than with the consent of the Purchaser; (h) acquire the capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (i) take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement; (j) take any action or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect, as defined in Section 8.3 hereof, or

Prohibited Actions Pending Closing. Unless otherwise (a) . Except as provided for herein in this Agreement and as disclosed in either the Company Disclosure Schedule or approved by Purchaser in writingParent Disclosure Schedule, during the period from the date hereof until of this Agreement to the Closing Date, neither of the Seller shall cause the Seller not to do Company or enter into the followingParent shall: (ai) amend or otherwise change its Articles of Incorporationthe Company Charter Documents or the Parent Charter Documents, By-Laws as the case may be, or other organizational governing documents; (bii) mortgage, pledge issue or subject to Lien sell or other encumbrance any of its properties authorize for issuance or assetssale, or agree grant any options or make other agreements with respect to, any shares of their capital stock or any other of their securities or permit any option holder to do soexercise any outstanding options; (ciii) sell declare, set aside, make or pay any dividend or other distribution to its shareholders or members, as the case may be, or redeem, purchase or otherwise acquire, directly or indirectly, any of their capital stock, or authorize or effect any split-up or any recapitalization or make any changes in their authorized or issued capital stock; (iv) sell, license or otherwise dispose of, or agree to sell sell, license or dispose of of, any of its assets or properties, other than any assets or properties where such sale, license or disposition occurs or is to occur in the ordinary course of business consistent with past practice; (dv) amend or terminate take any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail omit to take any actionaction for the purpose of preventing, constituting any event delaying or impeding the consummation of default thereunderthe Transaction or the other transactions contemplated hereby; (evi) assume, guarantee pay any finders or otherwise become responsible for investment bankers’ fees in connection with the obligations of any other party or agree to do so;transactions contemplated by this Agreement; or (f) make any change in accounting methods or principles; (g) compromise or settle any material Claim, other than with the consent of the Purchaser; (h) acquire the capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (ivii) take any action prior to the Closing Date which would materially breach any of the representations and warranties contained in this Agreement; (j) take any action or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect, as defined in Section 8.3 hereof, or.

Prohibited Actions Pending Closing. Unless otherwise Except as provided for herein or approved by Purchaser in writingthis Agreement, during the period from the date hereof until of this Agreement to the Closing DateMerger Effective Time, neither the Seller shall cause Company nor Parent shall, without the Seller not to do or enter into prior written consent of the followingother Party: (ai) amend or otherwise change its their respective Articles of Association or Articles of Incorporation, By-Laws as the case may be, or other organizational governing documents; (bii) mortgageother than the Reverse Split or as a result of the exercise or conversion of outstanding stock options, pledge warrants or subject to Lien shares of preferred stock, declare, set aside, make or pay any dividend or other encumbrance distribution to their respective shareholders, or redeem, purchase or otherwise acquire, directly or indirectly, any of its properties or assetstheir capital stock, or agree to do soauthorize or effect any reverse stock split, split-up or any recapitalization or make any changes in the amount of their authorized or issued capital stock; (ciii) sell other than the AmiKet Transaction by Parent and under terms acceptable to the Company, sell, license or otherwise dispose of, or agree to sell sell, license or dispose of of, any of its their respective assets or properties, other than any assets or properties where such sale, license or disposition occurs or is to occur in the ordinary course of their respective business consistent with past practice; (d) amend or terminate any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of default thereunder; (e) assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do so; (f) make any change in accounting methods or principles; (g) compromise or settle any material Claim, other than with the consent of the Purchaser; (h) acquire the capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (i) take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement; (jiv) take any action or omit to take any action if taking for the purpose of preventing, delaying or omitting impeding the consummation of the Merger or the other transactions contemplated hereby; or (v) other than in connection with the Private Placement or in connection with the delivery of a fairness opinion to take such action could have a Material Adverse EffectParent’s Board of Directors, as defined pay any finders or investment bankers’ fees in Section 8.3 hereof, orconnection with the transactions contemplated by this Agreement.

Prohibited Actions Pending Closing. Unless otherwise Except as provided for herein in this Agreement and as disclosed in either the Company Disclosure Schedules or approved by Purchaser in writingto the Parent Disclosure Schedules, during the period from the date hereof until of this Agreement to the Closing DateMerger Effective Time, neither the Seller shall cause the Seller not to do or enter into the followingCompany nor Parent shall: (ai) amend or otherwise change its their respective Articles of Association or Articles of Incorporation, By-Laws as the case may be, or other organizational documentsgoverning documents (other than with respect to the change of its name under Section 5.21 or in connection with the conversion of its preferred stock into common stock); (bii) mortgage, pledge issue or subject to Lien sell or other encumbrance any of its properties authorize for issuance or assetssale, or agree to do sogrant any options or make other agreements with respect to, any shares of their respective capital stock, any options or any other of their respective securities other than pursuant to, the Initial Investment in Parent, the Investment in Parent or Investment in Eloxx; (ciii) sell declare, set aside, make or pay any dividend or other distribution to their respective shareholders, or redeem, purchase or otherwise acquire, directly or indirectly, any of their capital stock, or authorize or effect any reverse stock split, split-up or any recapitalization or make any changes in the amount of their authorized or issued capital stock; (iv) other than with respect to the Fabrus Transaction, sell, license or otherwise dispose of, or agree to sell sell, license or dispose of of, any of its their respective assets or properties, other than (i) any assets or properties where such sale, license or disposition occurs or is to occur in the ordinary course of their respective business consistent with past practice; or (ii) sale of those assets or properties currently held by the Parent provided however that the resulting consideration shall be in cash and shall remain with the Parent for its operation; (d) amend or terminate any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail to take any action, constituting any event of default thereunder; (e) assume, guarantee or otherwise become responsible for the obligations of any other party or agree to do so; (f) make any change in accounting methods or principles; (g) compromise or settle any material Claim, other than with the consent of the Purchaser; (h) acquire the capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (i) take any action prior to the Closing Date which would breach any of the representations and warranties contained in this Agreement; (jv) take any action or omit to take any action if taking for the purpose of preventing, delaying or omitting impeding the consummation of the Merger or the other transactions contemplated hereby; (vi) pay any finders or investment bankers’ fees in connection with the transactions contemplated by this Agreement; or (vii) incur any debts or liabilities other than as expressly contemplated by this Agreement, including but not limited to take such action could have a Material Adverse Effect, as defined in Section 8.3 hereof, orParent Liabilities and Transaction Expenses.

Prohibited Actions Pending Closing. Unless otherwise Except as provided for herein in this Agreement and as disclosed in either the Company Disclosure Schedule or approved by Purchaser in writingParent Disclosure Schedule, during the period from the date hereof until of this Agreement to the Closing DateEffective Time, neither the Seller shall cause the Seller not to do or enter into the followingCompany nor Parent shall: (ai) amend or otherwise change its Articles of Association or Articles of Incorporation, By-Laws as the case may be, or other organizational governing documents; (bii) mortgage, pledge issue or subject to Lien sell or other encumbrance any of its properties authorize for issuance or assetssale, or agree to do sogrant any options or make other agreements with respect to, any shares of their capital stock or any other of their securities (other than the exercise of presently outstanding options or warrants); (ciii) sell declare, set aside, make or pay any dividend or other distribution to its shareholders, or redeem, purchase or otherwise acquire, directly or indirectly, any of their capital stock, or authorize or effect any split-up or any recapitalization or make any changes in their authorized or issued capital stock; (iv) sell, license or otherwise dispose of, or agree to sell sell, license or dispose of of, any of its assets or properties, other than any assets or properties where such sale, license or disposition occurs or is to occur in the ordinary course of business consistent with past practice; (dv) amend or terminate take any lease, contract, undertaking or other commitment listed in any of the disclosure schedules annexed hereto to which it is a party, or to take action or fail omit to take any actionaction for the purpose of preventing, constituting any event delaying or impeding the consummation of default thereunderthe Merger or the other transactions contemplated hereby; (evi) assumeexcept as disclosed in Sections 3.11 or 4.12, guarantee pay any finders or otherwise become responsible for investment bankers' fees in connection with the obligations of any other party or agree to do so;transactions contemplated by this Agreement; or (f) make any change in accounting methods or principles; (g) compromise or settle any material Claim, other than with the consent of the Purchaser; (h) acquire the capital stock or other ownership interests of any other entity or acquire all or substantially all of the assets of another entity; (ivii) take any action prior to the Closing Date Effective Time which would materially breach any of the representations and warranties contained in this Agreement; (j) take any action or omit to take any action if taking or omitting to take such action could have a Material Adverse Effect, as defined in Section 8.3 hereof, or.