Sansaboo/maud huggingface dataset:
Section 6.2. Operation of the Company’s Business. <omitted> (b)            During the Pre-Closing Period, except (i) as required or expressly contemplated under this Agreement or as required by applicable Laws, (ii) any action reasonably taken, or omitted to be taken, as required by or to comply with COVID-19 Measures, (iii) with the written consent


of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or (iv) as set forth in Section 6.2 of the Company Disclosure Schedule, the Acquired Companies shall not: (Pages 29-30)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 6.1          Conduct of Business. From the date of this Agreement until the earlier of the termination of this Agreement and the Effective Time, and except as set forth in Section 6.1 of the Company Disclosure Schedule, as any other provision of this Agreement expressly contemplates or expressly requires, as required by applicable Law, or rules and regulations of the SEC or NYSE, for any action taken by the Company to the extent necessary, desirable or appropriate in order to effect the Migration, or to the extent Parent has consented in writing thereto (such consent not to be unreasonably withheld, delayed or conditioned): <omitted> (b)       without limiting the generality of the foregoing (and provided that no action or failure to take action with respect to matters specifically addressed by any of the provisions of this Section 6.1(b) shall constitute a breach under Section 6.1(a) unless such action or failure to take action would otherwise constitute a breach of Section 6.1(a)), the Company shall not, and shall not permit any Company Subsidiary to, take any of the following actions: (Page 45)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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, or (y) as required by Applicable Law, the Company (a) shall, and shall cause each of its Subsidiaries to, use commercially reasonable efforts to conduct its business in the ordinary course consistent with past practice, except in connection with any action taken, or omitted to be taken, in order to comply with any COVID-19 Measures or such action which is otherwise taken, or omitted to be taken, as a necessary response to COVID-19, as determined by the Company in its reasonable discretion (provided that in the case of this clause ​(a), no action with respect to the matters addressed by any subclause of the following clause ​(b) shall constitute a breach of clause ​(a) unless any such action would constitute a breach of such subclause of the following clause ​(b)) and (b) shall not, and shall not permit any of its Subsidiaries to: (Page 22)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.01 Conduct of Business of the Company. (a) <omitted> Without limiting the generality of the foregoing, between the date of this Agreement and the Effective Time, except as otherwise expressly permitted by this Agreement, as set forth in Section 5.01(a) of the Company Disclosure Letter, or as required by applicable Law, 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 37)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Except (x) as expressly required under or contemplated by the terms of this Agreement or as required by applicable Law, (y) as set forth in Section 5.3 of the Company Disclosure Letter or (z) as approved in advance by Parent in writing, which consent, with respect to Section 5.3(x), shall not be unreasonably withheld, delayed or conditioned, at all times during the Pre-Closing Period, the Company shall not (and shall cause its Subsidiaries to not) do any of the following: (Page 49)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
SECTION 5.01. Conduct of Business. <omitted> (b) Without limiting the generality of the foregoing, except as required by applicable Law, Judgment or a Governmental Authority, as expressly required or expressly permitted by this Agreement or as set forth in Section 5.01 of the Company Disclosure Letter, during the period from the date of this Agreement until the Effective Time (or such earlier date on which this Agreement may be terminated pursuant to Section 7.01), unless Parent otherwise expressly consents in writing in advance (such consent not to be unreasonably withheld, conditioned or delayed), the Company shall not: (Page 38)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Without limiting the generality of the foregoing, except with the prior written consent of Parent (which consent shall not be unreasonably withheld, conditioned or delayed) or as expressly required by this Agreement or set forth in Section 6.1 of the Company Disclosure Schedule, the Company shall not, and shall cause its Subsidiaries not to: (Page 43)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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 termination of this Agreement in accordance with Article VIII, except (i) as otherwise contemplated by this Agreement, (ii) as set forth in Section 5.1 of the Company Disclosure Schedule, (iii) as required by applicable Laws or (iv) unless 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 not permit any of its Subsidiaries (including Clinic Joint Ventures, but only to the extent the Company or its Subsidiaries has the ability, contractual or otherwise, to exercise control thereon or negative control rights to prevent) to:
<omitted> 
Notwithstanding anything to the contrary in this Agreement: (i) any action taken, or omitted to be taken, by the Company or any of its Subsidiaries pursuant to any applicable Law or any other directive, pronouncement or guideline issued by a Governmental Entity or industry group providing for business closures, “sheltering-in-place” or other restrictions that relates to, or arises out of, any pandemic (including COVID- 19), epidemic or disease outbreak shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement; and (ii) any action taken, or omitted to be taken, by the Company of any of its Subsidiaries that may be reasonably necessary to protect health and safety as a result of any pandemic (including COVID- 19), epidemic or disease outbreak, in each case as determined by the Company and its Subsidiaries in their sole discretion and that is reasonable in light of the applicable circumstances, shall in no event be deemed to constitute a breach of this Section 5.1 and shall be deemed to be in the ordinary course of business consistent with past practices for all purposes under this Agreement. (Page 44)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
(b) Except (v) as expressly required by this Agreement, (w) as required by applicable Law, (x) as set forth in Section 5.2(b) of the Company Disclosure Letter, or (y) 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 40)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Without limiting the generality of the foregoing and in furtherance thereof, from the date of this Agreement until the earlier of the Effective Time and the termination of this Agreement in accordance with Article VI, except (A) as otherwise contemplated or required by this Agreement, (B) as Parent may approve in writing (such approval not to be unreasonably withheld, delayed or conditioned), (C)as required by applicable Laws or any Governmental Entity or (D) as set forth in Section 4.1(a) of the Company Disclosure Letter, the Company will not, and will not permit its Subsidiaries, to: (Page 18)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 4.1    Covenants of East.
<omitted>
(b)    Except as (x) contemplated by this Agreement, the East Budget or as set forth on Section 4.1(b) of the East Disclosure Letter or (y) required by Law, during the Pre-Closing Period, East shall not and shall not permit any of the East Subsidiaries, without the prior written consent of Central (which consent shall not be unreasonably delayed, withheld or conditioned, and which for purposes solely of this Section 4.2(b) may consist of an email consent from an executive officer of Central) to:  (Page 62)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
7.1 Conduct of the Company. <omitted> Without limiting the generality of and in furtherance of the foregoing sentence, from the execution and delivery of this Agreement until the earlier to occur of the Effective Time or termination of this Agreement in accordance with Article IX, except as otherwise specifically contemplated by this Agreement, required by a Governmental Entity, applicable Law or a Company Material Contract, pursuant to any COVID-19 Measures, approved in writing by Parent (such consent (x) not to be unreasonably conditioned, withheld or delayed and (y) to be provided as set forth in Section 7.2)), previously approved in writing by Parent pursuant to the Original Merger Agreement or set forth in Section 7.1(a) of the Company Disclosure Letter, the Company shall not and shall not permit any of its Subsidiaries, to: (Page 61)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 5.2    Operation of the Company and Company Subsidiaries. <omitted> (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 40)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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 BancorpSouth Disclosure Schedule or the Cadence Disclosure Schedule, as expressly contemplated or permitted by this Agreement or as required by law (including the Pandemic Measures), neither BancorpSouth nor Cadence shall, and neither BancorpSouth nor Cadence 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 61)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
5.2 Forbearance Covenants. Except (A) as set forth in the correspondingly numbered subsection of Section 5.2 of the Company Disclosure Letter; (B) as approved by Parent (which approval will not be unreasonably withheld, conditioned or delayed); (C) as required by applicable Law; or (D) as expressly contemplated by the terms of this Agreement, during the Pre-Closing Period, the Company will not, and will cause its Subsidiaries to not: (Page 64)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
6.1 Conduct of Company Business Pending the Merger.  <omitted> (b) Except as set forth on the corresponding subsection of Schedule 6.1(b) of the Company Disclosure Letter, as expressly permitted or required by this Agreement (including in connection with the Conversions), as may be required by applicable Law (including COVID-19 Measures) or otherwise consented to by Isla in writing (such consent not to be unreasonably withheld, conditioned or delayed), until the earlier of the Merger Effective Time and the termination of this Agreement pursuant to Article VIII the Company shall not, and shall not permit its Subsidiaries to: (Page 71)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
(b) During the Pre-Closing Period, except (w) as required or otherwise contemplated under this Agreement or as prohibited or required by applicable Legal Requirements, (x) with the written consent of Parent (which consent shall not be unreasonably withheld, delayed or conditioned and provided that no consent shall be required if the Company reasonably believes after consulting with outside legal counsel that seeking such consent would violate Antitrust Law), (y) in connection with any action taken, or omitted to be taken, pursuant to any COVID-19 Measures or which is otherwise taken, or omitted to be taken, in response to COVID-19 or any other pandemic, epidemic or disease outbreak, as determined by the Company in its reasonable discretion, or (z) as set forth in Section 5.2 of the Company Disclosure Schedule, the Acquired Corporations shall not:   (Page 41)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
Section 4.1 Interim Operations. <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 (in the case of subsections (iv), (vi), (viii), (ix), (x), (xii), (xiii), (xvii), (xxviii), and (xxix)(B) of this Section 4.01(a), such consent not to be unreasonably withheld, conditioned or delayed), (2) as set forth in Section 4.1(a) of the Company Disclosure Schedule, (3) as may be required by applicable Legal Requirements (including COVID-19 Measures) or (4) as expressly 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 62)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed
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)

Question: Buyer consent requirement (negative interim covenant)-Answer
Subquestion: <NONE>
Answer: Consent may not be unreasonably withheld, conditioned or delayed