Actions Outside the Ordinary Course Sample Clauses

Actions Outside the Ordinary Course. During the period between the date hereof and the Closing Date, except as set forth on Section 6.4 of the Disclosure Letter, the Company shall not, and the Company shall cause each of its Subsidiaries not to (in each case, without the prior written consent of Purchaser, not to be unreasonably withheld): (a) take any action that would be required to be disclosed on Section 3.12 of the Disclosure Letter if such action were taken since the date of the balance sheet contained in the Financial Statements as of and for the year ended 2011 and prior to the execution of this Agreement; (i) hire any employees other than (A) individuals who had received offers of employment prior to the date hereof (provided that any such offers have been disclosed to Purchaser prior to the date hereof), (B) union or other hourly-wage or non-salaried employees, or employees with an annual salary of less than or equal to $50,000, in each case hired in the ordinary course of business and in accordance with past practice and whose termination of employment would not result in any material severance obligation or (ii) terminate the employment of any employee (other than a clerical employee) other than for “cause” (as defined in the applicable Benefit Plan or as determined by the Company in its reasonable discretion); (c) borrow any amount or incur any long-term liabilities which, individually are in excess of $50,000 or, in the aggregate, are in excess of $100,000; (d) make any capital expenditures or commitments therefor which, individually are in excess of $50,000 or, in the aggregate, are in excess of $100,000; (e) sell, assign, transfer, dispose of, lease or sublease any railcars or other transportation assets; (f) enter into, modify, amend or terminate any Material Contract, except in the ordinary course of business; (g) issue, sell or transfer any capital stock of or other equity or voting interests of any of the Target Companies; (h) split, combine or reclassify any capital stock of the Company; (i) waive any claims or rights of value which, individually are in excess of $50,000 or, in the aggregate, are in excess of $100,000; (j) acquire by merging or consolidating with, or by purchasing a substantial portion of the assets of, or by any other manner, any business or any corporation, partnership, association or other business organization or division thereof or otherwise acquire any assets (other than inventory) which, individually are in excess of $50,000 or, in the aggregate, a...
Sample 1
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Actions Outside the Ordinary Course. Except as set forth in Section 5.5 of the Disclosure Schedule, during the Pre-Closing Period, no Purchased Company shall, and no Seller shall take any action that would be required to be disclosed in Section 3.10 of the Disclosure Schedule if such action had been taken after the date of the balance sheet contained in the Financial Statements and prior to the execution of this Agreement, in each case without the prior written consent of Purchaser Representative (which consent will not be unreasonably withheld, conditioned or delayed). Notwithstanding the foregoing, nothing contained in this Agreement will prohibit any Seller or Purchased Company, whether or not in the Ordinary Course of Business, to distribute to its equityholder(s) any Cash and Cash Equivalents that may be lawfully distributed to such Persons; provided such distribution is otherwise consistent with the provisions of this Section 5.5.
Sample 1
Actions Outside the Ordinary Course. Except as set forth on Schedule 5.4, as expressly required by this Agreement or as Purchaser may otherwise consent to in writing (which consent will not be unreasonably withheld, conditioned or delayed) in response to an email request for such consent to an exception to this Section 5.4 that is addressed to Xxxxxxxxxxx Xxx at XXxx@xxxxxxxxx.xxx and Xxxxxx Xxxxx at XXxxxx@xxxxxxxxx.xxx, during the Pre-Closing Period, no member of the Company Group will: (a) unless required by applicable Law, (i) modify, extend, or enter into any collective bargaining agreements or any other labor-related agreements or arrangements with any labor union, labor organization, works council or other labor organizations, or (ii) recognize or certify any labor union, labor organization, works council, or group of employees of any member of the Company Group as the bargaining representative for any employees of any member of the Company Group; (b) amend its Governing Documents or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, amalgamation, reclassification or like change in capitalization, or other reorganization; (c) split, combine, reduce, subdivide or reclassify any of its capital stock; (d) issue, deliver, grant, sell, pledge, dispose of or encumber or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in its capital stock, voting securities or other equity interest in any member of the Company Group or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares in its capital stock, voting securities or equity interest or, except as required under any Benefit Plan, any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock based performance units or any right to receive an amount that is based off of, or related to, the value of any of the foregoing or the value of a member of the Company Group, in each case other than the issuance of shares of the Company’s capital stock pursuant to the exercise of Options or the conversion of Series A Shares, in each case, outstanding as of the date hereof; (e) except as required by applicable Law or any Benefit Plan as in effect on the date of this Agreement, (i) grant (A) any material increase in the wages, salary, bonus or other compensation, remuneration or benefits, including severance compensati...
Sample 1
Actions Outside the Ordinary Course. Without limiting the generality of Section 5.3, except as expressly required by the terms of this Agreement, with the prior written consent of Purchaser (including via email only if from an Authorized Purchaser Consent Provider) or as set forth on Section 5.4 of the Disclosure Schedule, during the Pre-Closing Period, the Company Group shall not: (a) amend its Governing Documents or adopt a plan of complete or partial liquidation, dissolution, merger, consolidation, restructuring, recapitalization, amalgamation, reclassification or like change in capitalization, or other reorganization; (b) split, combine, reduce, subdivide or reclassify any of its capital stock; (c) issue, deliver, grant, sell, pledge, dispose of or encumber or authorize the issuance, delivery, grant, sale, pledge, disposition or encumbrance of, any shares in its capital stock, voting securities or other equity interest in any member of the Company Group or any securities convertible into or exchangeable for any such shares, voting securities or equity interest, or any rights, warrants or options to acquire any such shares in its capital stock, voting securities or equity interest, or any “phantom” stock, “phantom” stock rights, stock appreciation rights, stock-based performance units or any right to receive an amount that is based off of, or related to, the value of any of the foregoing or the value of a member of the Company Group; provided, however, the Company shall be permitted to issue shares of its Common Stock upon the exercise of Options that are outstanding as of the date hereof; provided that the Company shall update the Allocation Schedule accordingly. (d) acquire, lease, license, sublicense, pledge, sell or otherwise dispose of, divest or spin-off, abandon, waive, covenant not to assert, relinquish or permit to lapse (other than allowing a Patent to expire at the end of its statutory term), transfer, assign, guarantee, exchange or swap, mortgage or otherwise subject to any Encumbrance (other than Permitted Encumbrances) any material right or other material asset or property; (e) disclose or agree to disclose to any Person, other than representatives of Purchaser or in accordance with an existing Contract, any material Trade Secret; (f) except as required by applicable Law, as required by any Benefit Plan of the Company Group as in effect on the date of this Agreement: (i) grant any increase in the wages, salary, bonus or other compensation, remuneration or benefits, including ...
Sample 1
Actions Outside the Ordinary Course. (a) During the Pre-Closing Period, the Company will not take any action, and Company will cause each of the other Target Companies to refrain from taking any action outside the Company’s or any other Target Company’s ordinary course of business or in a manner inconsistent with past practices. (b) During the Pre-Closing Period, the Purchaser will not take any action, and Purchaser will cause each of the other Purchaser Companies to refrain from taking any action outside the Purchaser’s or any other Purchaser Company’s ordinary course of business or in a manner inconsistent with past practices.
Sample 1
Actions Outside the Ordinary Course. Except as set forth in Section 6.2 of the Disclosure Schedule or the entering into or modification of any Material Contract in the ordinary course of business, during the Pre-Closing Period, no member of the Company Group will take any action required to be disclosed in Section 3.12 of the Disclosure Schedule if such action were taken since December 31, 2020 and before the execution of this Agreement, in each case, without the prior consent of Purchaser (not to be unreasonably withheld or delayed).
Sample 1

Related to Actions Outside the Ordinary Course

  • OPERATION IN ORDINARY COURSE The Acquiring Fund and the Acquired Fund will each operate its respective business in the ordinary course between the date of this Agreement and the Closing Date, it being understood that such ordinary course of business will include customary dividends and shareholder purchases and redemptions.

  • Conduct of Business in Ordinary Course INT'X.xxx will carry on its business in the ordinary course in substantially the same manner as heretofore conducted and, to the extent consistent with such business, use all reasonable best efforts consistent with past practice and policies to preserve intact its present business organization, keep available the services of its present officers, consultants and employees and preserve its relationships with customers, suppliers and distributors and others having business dealings with it. INT'X.xxx will confer on a regular and frequent basis with representatives of Parent to report operational matters of a material nature and to report the general status of the ongoing operations of the business of INT'X.xxx. The foregoing notwithstanding, INT'X.xxx will not: (a) other than in the ordinary course of business consistent with prior practice, enter into any material commitment or transaction, including but not limited to any purchase of assets (other than raw materials, supplies or cash equivalents) for a purchase price in excess of $50,000; (b) grant any bonus, severance or termination pay to any officer, director, independent contractor or employee of INT'X.xxx; (c) enter into or amend any agreements pursuant to which any other party is granted support, service, marketing or publishing rights, other than in the ordinary course of business consistent with prior practice, or is granted distribution rights of any type or scope with respect to any products of INT'X.xxx; (d) other than in the ordinary course of business consistent with prior practice, enter into or terminate any contracts, arrangements, plans, agreements, leases, licenses, franchises, permits, indentures, authorizations, instruments, or commitments, or amend or otherwise change in any material respect the terms thereof in a manner adverse to INT'X.xxx; (e) commence a lawsuit other than: (i) for the routine collection of bills, (ii) in such cases where INT'X.xxx in good faith determines that failure to commence suit would result in a material impairment of a valuable aspect of INT'X.xxx's business PROVIDED THAT INT'X.xxx consults with Parent prior to filing such suit, or (iii) for a breach of this Agreement or any agreement related hereto; (f) modify in any material respect existing discounts or other terms and conditions with dealers, distributors and other resellers of INT'X.xxx's products or services in a manner adverse to INT'X.xxx; (g) accelerate the vesting or otherwise modify any INT'X.xxx Option, restricted stock or other outstanding rights or other securities other than any acceleration or modification that results from the execution and performance of this Agreement or any of the transactions contemplated hereby; (h) take any action which would make any representation or warranty in this Agreement untrue or incorrect, as if made as of such time; or (i) agree in writing or otherwise to take any of the foregoing actions.

  • Exceptions to obligations The obligations on the parties under this clause 14 will not be taken to have been breached to the extent that Confidential Information is: (a) disclosed by a party to its Experts in order to comply with obligations, or to exer- cise rights, under this Agreement; (b) required by Law to be disclosed; or (c) in the public domain otherwise than due to a breach of this clause 14.

  • Actions to Perfect Liens The Administrative Agent shall have received evidence in form and substance satisfactory to it that all filings, recordings, registrations and other actions, including, without limitation, the filing of duly executed financing statements on form UCC-1, necessary or, in the opinion of the Administrative Agent, desirable to perfect the Liens created by the Security Documents shall have been completed.

  • Reasonable and Continuing Obligations Executive agrees that Executive’s obligations under this Section 6 are obligations which will continue beyond the date Executive’s employment terminates and that such obligations are reasonable, fair and equitable in scope. The terms and duration are necessary to protect the Company’s legitimate business interests and are a material inducement to the Company to enter into this Agreement. Executive further acknowledges that the consideration for this Section 6 is his employment or continued employment. Executive will not be paid any additional compensation during this Restricted Period for application or enforcement of the restrictive covenants contained in this Section 6.

  • Ordinary Course The transactions contemplated by this Agreement and the other Basic Documents to which the Seller is a party are in the ordinary course of the Seller’s business.

  • Independent Obligations The Guarantor acknowledges that its obligations hereunder are independent of the obligations of the Issuer with respect to the Capital Securities and that the Guarantor shall be liable as principal and as debtor hereunder to make Guarantee Payments pursuant to the terms of this Guarantee notwithstanding the occurrence of any event referred to in subsections (a) through (g), inclusive, of Section 4.3 hereof.

  • No Inconsistent Obligations Executive is aware of no obligations, legal or otherwise, inconsistent with the terms of this Agreement or with his undertaking employment with the Company. Executive will not disclose to the Company, or use, or induce the Company to use, any proprietary information or trade secrets of others. Executive represents and warrants that he or she has returned all property and confidential information belonging to all prior employers.

  • Ordinary Course of Business The consummation of the transactions contemplated by this Agreement are in the ordinary course of business of the Servicer;

  • Parties to Perform Obligations 16.4.1 Notwithstanding the existence of any Dispute and difference referred to the Appropriate Commission and save as the Appropriate Commission may otherwise direct by a final or interim order, the Parties hereto shall continue to perform their respective obligations (which are not in dispute) under this Agreement.

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