Approval of Certain Transactions Sample Clauses

Approval of Certain Transactions. Except as specifically contemplated by this Agreement, without the prior written consent of Buyer, the Company will not, at any time between the Effective Date and the Closing Date, in the conduct of the Business: (a) incur or agree to incur any liability or obligation or enter into any agreement or transaction that cannot be canceled upon not more than 30 days notice other than in the ordinary course of the Company's operation of the Business and consistent with past practice; (i) mortgage, pledge or otherwise encumber or convey any similar interest in, any Assets or (ii) except in the ordinary course of the Company's operation of the Business and consistent with past practice, sell, lease or convey any interest in any Assets; (c) declare or pay any dividends or distribute cash or securities to its Stockholders, make any direct or indirect redemption, purchase or other acquisition of any of its capital structure, or issue any additional shares of its capital stock or permit any transfer, assignment, pledge or other alienation or encumbrance of any Shares; (d) make any capital expenditures in excess of $25,000 in the aggregate; (e) conduct the Business other than in the ordinary course; (f) waive or release any rights with respect to the Assets or the Business other than in the ordinary course of the Company's operation of the Business and consistent with past practice; (g) change its methods of accounting; (h) adopt or modify or pay any bonus, pension, profit sharing or other compensation plan or enter into or modify any Contract of, or terms and conditions of, employment other than: (i) offering and employing persons pursuant to at-will employment relationships and terminating employees in accordance with the exercise of prudent business judgment and the Company's policies and practices; and (ii) as set forth on Schedule 6.07; or (i) take any other action (A) which would result in an adverse change in the condition (financial or other), of the Company, the Business or the Assets or (B) which, if taken prior to the date hereof, would constitute a breach of any representation or warranty contained in Section 4 of this Agreement.
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Approval of Certain Transactions. In addition to any approval of the Board of Directors required by applicable law, the following transactions shall require the specific approval of (i) DLJMB for as long as the DLJ Investors and/or their Permitted Transferees shall own at least 20% of the outstanding Common Stock of the Company and (ii) Xxxxxxx for as long as Xxxxxxx and/or his Permitted Transferees shall own at least 20% of the outstanding Common Stock of the Company: (a) any direct or indirect investment by the Company in, or purchase or other acquisition by the Company of, in one or a series of transactions, any business, assets, securities or other property of another person, which transaction or series of transactions has an aggregate value in excess of $10,000,000; (b) any sale, lease, exchange or other disposition of any material asset or assets of the Company having an aggregate fair market value in excess of $10,000,000; (c) any merger, consolidation or sale of all, or substantially all, of the assets of the Company; (d) any incurrence by the Company or its subsidiaries of indebtedness in excess of $10,000,000 other than the incurrence of debt to finance working capital in the ordinary course of business and other than refinancing of indebtedness existing at the date of this Agreement; (e) any issuance by the Company of equity securities other than (i) pursuant to agreements in existence as of the date of this Agreement (ii) pursuant to any stock option or other incentive-based plan for employees of the Company and (iii) in connection with a transaction described in clause (a) or (b) above with a value of $10,000,000 or less; (f) the engagement of any investment banking firm by the Company in connection with an offering of securities or any other transaction; (g) any significant change in or expansion of the Company's business outside of the test instrument industry or any business reasonably related thereto; (h) the appointment of any chief executive officer who succeeds Xxxxxxx to such position; (i) any agreement or transaction between the Company and any Affiliate of the Company involving the transfer of any consideration (whether cash, securities, property or otherwise) between the Company and such Affiliate; PROVIDED, HOWEVER, that the foregoing shall not restrict (A) transactions between the Company and any of its subsidiaries, or among any of such subsidiaries, (B) payments or advances to employees of the Company or its subsidiaries in the ordinary course of business, (C) t...
Approval of Certain Transactions. 15 7.2 No Watering of Series E Preferred Stock..................................... 15
Approval of Certain Transactions. The Company shall not, without the approval of its Board of Directors: (a) incur indebtedness above the amount of $500,000 not previously approved in the Company's budget; (b) make capital expenditures in an amount exceeding $500,000 not previously approved in the Company's budget; (c) sell, lease, transfer, encumber or otherwise dispose of assets with a fair market value in excess of $500,000 not previously approved in the Company's budget; (d) enter into any transaction with officers, directors or affiliates of the Company, except reimbursement of expenses incurred in the ordinary course of business; or (e) increase the compensation of any executive officer by more than ten percent (10%) in any given year.
Approval of Certain Transactions. The Company will not, and will not permit any Subsidiary to take any of the following actions, unless previously approved by a majority of the Board, including the Series D Designee and the Series F Designee: (a) extend any loan or advance to, or own any stock or other securities of, any Subsidiary or other corporation, partnership, or other entity unless it is wholly owned by the Company; (b) extend any loan or advance to any person, including, any employee or director, except advances and similar expenditures in the ordinary course of business; (c) implement or change the Company’s cash investment policy; or (d) enter into any transaction with any director, officer, founder, affiliate or other related party if the amount exceeds $120,000, other than (A) the issuance of ordinary course equity awards pursuant to the Company’s equity incentive plans, (B) ordinary course matters pertaining to employment (but excluding matters related to the compensation of any director or executive officer unless approved by a majority of the directors that are disinterested with respect to such matter), (C) arrangements in the ordinary course providing for indemnification or advancement or reimbursement of expenses, and (D) transactions approved by an authorized committee of the Board.
Approval of Certain Transactions. (a) As long as at least 20% of the number of shares of Preferred Stock issued on the Closing Date are outstanding, the consent of the holders of at least 75% of the shares of Preferred Stock, at the time outstanding, given in accordance with the Certificate of Incorporation and Bylaws of the Company, as amended, shall be necessary for effecting or validating (whether by merger, consolidation or otherwise) any restructuring, incurrence, creation or assumption by the Company of, or the Company otherwise becoming or remaining liable with respect to, any Indebtedness, including guarantees of Indebtedness of others and reimbursement obligations, whether contingent or matured, under letters of credit or other financial guarantees by third parties (or becoming contractually committed to doing so) in excess of $1,000,000 in the aggregate. For purposes of this Section 7, "Indebtedness" means all funding obligations, contingent or otherwise. (b) The approval of the holders of Preferred Stock required by Section 7(a), to the extent required thereby, of any financing and /or restructuring of debt of any joint venture or subsidiary in which the Company is a shareholder or partner as of the date hereof which debt is jointly and severally guaranteed or secured by the Company up to a maximum exposure of the Company of $50 million shall not be unreasonably withheld or delayed. (c) The holders of Preferred Stock shall, in connection with the approval required by Section 7(a), review the terms and conditions of any other asset-based bank financing proposed by the Company in good faith and with the objective of maximizing the Company's value.
Approval of Certain Transactions. Except as specifically contemplated by this Agreement, Seller, without the prior written consent of Purchaser, shall not, from the date hereof through the Closing Date: (a) incur or agree to incur any liability or obligation with respect to the Purchased Assets or the Business or enter into any agreement or transaction (with respect to the Purchased Assets or the Business) that cannot be cancelled upon not more than thirty (30) days’ notice, except for customer contracts entered into in the ordinary course of business; (b) mortgage, pledge or otherwise encumber or convey any similar interest in, or take any action that would give rise to any Encumbrance with respect to, any Purchased Assets or sell, lease or convey any interest in any Purchased Asset; (c) conduct the Business other than in the ordinary course; (d) waive or release any rights with respect to the Purchased Assets; (e) change its methods of accounting with respect to the Purchased Assets or the Business; or (f) take any other action which would (i) have a material adverse effect or result in a material adverse change in the condition (financial or otherwise) of the Business or the Purchased Assets or (ii) which, if taken prior to the date hereof, would constitute a breach of any representation or warranty contained in Section 3 of this Agreement.
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Approval of Certain Transactions. Seller will not, without Purchaser’s prior written approval, take or agree to take the following actions in connection with the Business: (a) incur any additional debt related to the Business, other than trade debt and normal intercompany payables and receivables incurred in the ordinary course of business; (b) increase the compensation of any managers or employees working exclusively for the Business, except for normal periodic bonus accruals and normal periodic increases in regular compensation; (c) declare or pay any dividends to its shareholders or make any distributions to its shareholders, other than transactions in the ordinary course of business consistent with past practices; (d) take any action which would breach any of its representations and warranties in this Agreement; (e) sell or otherwise dispose of any of the Assets except in the ordinary course of business; (f) subject any Assets to an Encumbrance, other than in the ordinary course of business; or (g) enter into or terminate any material Contract related to the Business except in the ordinary course of business and except for those of the type which would not have to be listed or described in any schedule to this Agreement;
Approval of Certain Transactions. Fosgate will not, without Rockford's prior written approval, take or agree to take any of the following actions: (a) sell or otherwise dispose of any of the Assets; (b) incur any debt that encumbers the Assets; or (c) enter into or terminate any material Contract related to the Assets.
Approval of Certain Transactions. Except as specifically contemplated by this Agreement, without the prior written consent of Buyer, Seller will not, in the conduct of the Business: 6.7.1 incur or agree to incur any liability or obligation or enter into any agreement or transaction which cannot be cancelled upon thirty days (30) notice, except renewals or replacements of existing Contracts in the ordinary course on substantially the same terms; 6.7.2 mortgage, pledge, sell, lease, distribute, dispose of or otherwise encumber or convey any interest in any Purchased Assets, except the sale of finished goods inventory in the ordinary course of business; 6.7.3 make capital expenditures in excess of $15,000; 6.7.4 conduct its business other than in the ordinary course; 6.7.5 waive or release any material rights with respect to the Purchased Assets or the Business; 6.7.6 change its methods of accounting; or 6.7.7 take any other action (i) which would result in a material adverse change in the condition (financial or other), of the Business or the Purchased Assets or (ii) which if taken prior to the date hereof would constitute a breach of any representation or warranty contained in Section 4 of this Agreement.
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