ACTIONS PENDING MERGER. 11 4.01. Ordinary Course.........................................11
ACTIONS PENDING MERGER. Section 4.1 Ordinary Course 14 Section 4.2 Equity 15 Section 4.3 Equity Changes 15 Section 4.4 Acquisitions and Dispositions 15 Section 4.5 Amendments 15 Section 4.6 Accounting Methods 15 Section 4.7 Insurance 16 Section 4.8 Taxes 16 Section 4.9 Debt, Capital Expenditures and the Like 16 Section 4.10 No Dissolution 16 Section 4.11 Adverse Actions 16 Section 4.12 Agreements 16
ACTIONS PENDING MERGER. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement or as set forth on Schedule 4, (a) without the prior written consent of the Partners Audit Committee (which consent shall not be unreasonably withheld, delayed or conditioned), Holdings and Holdings GP will not, and will cause each of its Subsidiaries not to, and (b) without the prior written consent of the Holdings GP Board (which consent shall not be unreasonably withheld, delayed or conditioned), Partners and Partners GP will not, and will cause each of its Subsidiaries not to:
ACTIONS PENDING MERGER. (A) MBI covenants to First South that MBI and its Subsidiaries shall conduct their business only in the ordinary course and shall not, without the prior written consent of First South:
(1) issue any options to purchase capital stock or issue any shares of capital stock, other than shares of MBI Common Stock issued in connection with the exercise of currently outstanding options to purchase shares of MBI Common Stock and the conversion of the Debentures; (2) declare, set aside, or pay any dividend or distribution with respect to the capital stock of MBI except that MBI may continue to pay interest on the Debentures; (3) directly or indirectly redeem, purchase or otherwise acquire any capital stock of MBI or its Subsidiaries; (4) effect a split or reclassification of the capital stock of MBI or its Subsidiaries or a recapitalization of MBI or its Subsidiaries; (5) amend the charter or by-laws of MBI or any of its Subsidiaries; (6) grant any increase in the salaries payable or to become payable by MBI or its Subsidiaries to any employee except as set forth on Schedule II(A)(6) of the MBI Disclosure Schedule; (7) make any change in any bonus, group insurance, pension, profit sharing, deferred compensation, or other benefit plan, payment or arrangement made to, for or with respect to any employees or directors of MBI or its Subsidiaries except as set forth on Schedule II(A)(7) of the MBI Disclosure Schedule or to the extent such changes are required by applicable laws or regulations; (8) enter into, terminate, modify or amend any contract, lease or other agreement with any officer or director of MBI or its Subsidiaries or any "associate" of any such officer or director, as such term is defined in Regulation 14A under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), other than in the ordinary course of their banking business; (9) incur or assume any liabilities, other than in the ordinary course of their business; (10) dispose of any of their assets or properties, other than in the ordinary course of their business; (11) solicit, encourage or authorize any individual, corporation or other entity, including its directors, officers and other employees, to solicit from any third party any inquiries or proposals relating to the disposition of its business or assets, or the acquisition of its voting securities, or the merger of it or its Subsidiaries with any corporation or other entity other than as provided by this Agreement, or subject to the ...
ACTIONS PENDING MERGER. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, the FBS Option Agreement or the USBC Option Agreement, (i) without the prior written consent of FBS, USBC will not, and will cause each of its Subsidiaries not to, and (ii) without the prior written consent of USBC (which consent shall not be unreasonably withheld or delayed) FBS will not, and will cause each of its Subsidiaries not to:
ACTIONS PENDING MERGER. From the date hereof until the Effective Time, except as expressly contemplated by this Agreement, (i) without the prior written consent of Dana (xxxxh consent shall not be unreasonably withheld or delayed) the Company will not, and will cause each of its Subsidiaries not to, and (ii) without the prior written consent of the Company (which consent shall not be unreasonably withheld or delayed) Dana wxxx not, and will cause each of its Subsidiaries not to:
ACTIONS PENDING MERGER. From the date hereof until the Effective Time, except for the Redemption, the Restructuring Transactions or otherwise as expressly contemplated by this Agreement, (a) without the prior written consent of the Conflicts Committee (which consent shall not be unreasonably withheld, delayed or conditioned), Hydrocarbon will not, and will cause each of its Subsidiaries not to, and (b) without the prior written consent of the Deal Committee (which consent shall not be unreasonably withheld, delayed or conditioned), Energy Partners will not, and will cause each of its Subsidiaries not to:
ACTIONS PENDING MERGER. Section 4.1 Covenants of the Company 20 Section 4.2 Covenants of the Partners Entities 22 Section 4.3 Governmental Filings 23
ACTIONS PENDING MERGER. From the date hereof until the Effective Time or earlier termination of this Agreement in accordance with Article VIII, except as expressly contemplated by this Agreement, (a) without the prior written consent of the NuStar GP Conflicts Committee (which consent shall not be unreasonably withheld, delayed or conditioned), NSH, NuStar GP, the General Partner and Riverwalk Holdings will not, and will cause each of their respective Subsidiaries not to, and (b) without the prior written consent of the NSH Conflicts Committee (which consent shall not be unreasonably withheld, delayed or conditioned), and the Partnership will not, and will cause its Subsidiaries not to:
ACTIONS PENDING MERGER. 3.1 Unless contemplated by this Plan, including, without limitation, actions contemplated by Section 6.1.E, without the prior written consent or approval of CTI, in the case of actions to be taken by SC, or SC, in the case of actions to be taken by CTI, no party shall permit SC, CTI or any subsidiary thereof to:
A. make, declare or pay any dividend, or declare or make any distribution on, or directly or indirectly combine, redeem, reclassify, purchase or otherwise acquire, any shares of its capital stock or authorize the creation or issuance of or issue or sell any additional shares of its capital stock, or any options, calls or commitments relating to its capital stock or any securities or obligations convertible into or exchangeable for, or giving any person any right to subscribe for or acquire shares of its capital stock or its assets, or issue any long-term debt securities except pursuant to plans or agreements as existing on the date hereof;
B. enter into or substantially modify (except as may be required by applicable law) any pension, retirement, stock option, stock purchase, savings, profit sharing, deferred compensation, consulting, bonus, group insurance or other employee benefit, incentive or welfare contract, plan or arrangement, or any trust agreement related thereto, in respect to any of its directors, officers or other employees;
C. substantially modify the manner in which it has heretofore conducted its business, enter into any new line of business or amend its certificate of incorporation, by-laws or other organizational documents;
D. dispose of or acquire any assets valued in excess of $25,000 except in the ordinary course of business;
E. agree to take any action which would reasonably be expected to jeopardize or delay the consummation of the transactions contemplated hereby;
F. take any other action not in the ordinary course of business; or
G. agree to take any of the foregoing actions.
