Business and Financial Covenants. The Company covenants that from the date of this Agreement through the Closing and thereafter so long as any of the Notes are outstanding:
Business and Financial Covenants. ActaMed covenants that:
(a) Except for shares issued (i) upon exercise of options granted in accordance with the Stock Option Plans, the Articles and the Stockholders Agreement, (ii) upon conversion of shares of Preferred Stock, (iii) in connection with a Public Offering, (iv) upon exercise of the Warrant, or (v) as permitted under the Articles and the Stockholders Agreement, ActaMed will not, and will not permit any of its Subsidiaries, to hereafter issue or sell any shares or any securities convertible into, or any warrants, rights, or options to purchase shares of, the capital stock of ActaMed or such Subsidiary to any Person other than ActaMed, and ActaMed will not pledge any of the capital stock of any Subsidiary to any Person. ActaMed will not, in any event, issue or sell any shares of Series D Preferred Stock to any Person other than SBCL or its Affiliates.
(b) Except as expressly permitted by the Articles or the Stockholders Agreement, ActaMed shall not (except for the advancement of money for expenses in the ordinary course of business) make, or permit any of its Subsidiaries to make, any loans or advances to any Person or have outstanding any investment in any Person, whether by way of loan or advance to, or by the acquisition of the capital stock, assets or obligations of, or any other interest in, any Person.
(c) Except as expressly permitted herein or by the Articles or the Stockholders Agreement, neither ActaMed nor any of its Subsidiaries shall declare or make (i) any payment or the incurrence of any Liability to make any payment in cash, property or other assets as a dividend or other distribution in respect of any shares of capital stock of ActaMed or any Subsidiary, excluding, however, any dividends payable to ActaMed by a Subsidiary or dividends which may be payable solely in ActaMed Common Stock or the common stock of any Subsidiary and (ii) except as otherwise permitted by the Transaction Documents or a stock option agreement under the Stock Option Plans, any payment or the incurrence of any Liability to make any payment in cash, property or other assets for the purposes of purchasing, retiring or redeeming any shares of any class of capital stock of ActaMed or any Subsidiary or any warrants, options or other rights to purchase any such shares.
(d) Neither ActaMed nor any of its Subsidiaries will amend or change its articles of incorporation or bylaws, or violate or breach any of the provisions thereof.
(e) Without the consent of a maj...
Business and Financial Covenants. The Company covenants that:
(a) At any time prior to the Closing or on and after the Closing without the prior written consent of the holders of not less than a majority of the outstanding Preferred Shares voting separately as a class:
(1) Merger, Consolidation, Acquisitions, Sale of Assets.
(i) The Company shall not merge, effect a liquidation or statutory share exchange, consolidate with, or otherwise engage in any transaction or series of related transactions which results in a change of control or permit any Subsidiary to merge, effect a liquidation or statutory share exchange, or consolidate with, any entity or otherwise effect a change of control other than as provided in Section 6.3(b)(1).
(ii) The Company shall not sell, assign, lease or otherwise dispose of, or permit any Subsidiary to sell, assign, lease or otherwise dispose of, all or substantially all of its assets (whether now owned or hereafter acquired) other than as provided in Section 6.3(b)(2).
(iii) Except for up to 10,000,000 shares of Common Stock of the Company which may be issued upon the exercise of options granted under the Company's Employee Incentive Plan pursuant to option grants having a per share exercise price of not less than fair market value on the date of grant as determined by the Board of Directors, the Company will not, and will not permit any Subsidiary to, hereafter issue or sell any shares of capital stock or any securities convertible into, or any warrants, rights, or options to purchase shares of, the capital stock of the Company or such Subsidiary to any person or entity other than the Company, and the Company will not pledge any of the capital stock of any Subsidiary to any person or entity.
Business and Financial Covenants. The Borrower covenants and agrees with each Lender that so long as this Agreement shall remain in effect or any Facilities Obligations shall be unpaid, and until the Commitments have been terminated and the Loans, together with interest, Fees and all other Facilities Obligations have been paid in full, all Letters of Credit have been cancelled or have expired and all Letter of Credit Disbursements have been reimbursed in full, unless the Required Lenders shall otherwise consent in writing:
Business and Financial Covenants. 93 Section 6.01. Indebtedness ...........................................................93 Section 6.02. Liens, etc .............................................................97 Section 6.03. Investments, Guaranties, etc ...........................................99 Section 6.04.
Business and Financial Covenants. With respect to its financial and business affairs, BUYER covenants with PC Dynamics as follows:
Business and Financial Covenants. The Company covenants that, without the prior written consent of the holders of Debentures and Senior Notes representing at least sixty percent (60%) of the aggregate principal balance of the Debentures and Senior Notes then outstanding, considered as a single class, (in the event of any shares of Preferred Stock are issued pursuant to this Agreement, such consent requirement shall include the holders of the Preferred Stock and such sixty percent (60%) requirement shall include the aggregate preferential liquidation amount of the outstanding shares of Preferred Stock with the principal balance of the outstanding Debentures and Senior Notes):
(a) Merger, Consolidation, Acquisitions, Sale of Assets.
(i) The Company shall not merge, effect a liquidation or statutory share exchange, consolidate with, or otherwise engage in any transaction or series of related transactions which results in a change of control or permit any Subsidiary to merge, effect a liquidation or statutory share exchange, or consolidate with, any entity (other than the Company or another Company subsidiary) or otherwise effect a change of control. For the purposes of this Agreement, "change of control of the Company" means (a) the acquisition by any individual, entity or group (within the meaning of Section 13(d)(e) or 14(d)(2) of the Exchange Act (an "Acquiring Person") of beneficial ownership (within the meaning of Rule 13d-e promulgated under the Exchange Act) of 50% or more of either (i) the then outstanding shares of Common Stock (or Common Stock equivalents) of the Company or (ii) the combined voting power of the then outstanding voting securities of the Company entitled to vote generally in the election of directors; or (b) individuals who, as of the Closing Date, constitute the Board cease for any reason (other than the resignation or removal of any individual designated by or serving at the request of the Investors) to constitute at least a majority of the Board; provided, however, that any individual becoming a director subsequent to the Closing Date hereof whose election, or nomination for election by the Company's stockholders was approved by a vote of at least a majority of the directors then comprising the Board shall be considered as though such individual were a member of the Board, but excluding, for this purpose, any such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect to the election or removal of d...
Business and Financial Covenants. 18 6.4 Corporate Existence, Business, Maintenance, Insurance..........20 6.5
Business and Financial Covenants. Buyer covenants and agrees that from -------------------------------- the date hereof and until payment in full of the principal of and interest on the Buyer Note, unless the Seller shall otherwise consent in writing, such consent to be at the discretion of the Seller, Buyer will:
(i) Perform all things necessary to preserve and keep in full force and effect its existence, rights and franchises, comply with all laws applicable to it and continue to conduct and operate its business substantially as conducted and operated during the present and preceding calendar years.
(ii) Maintain, preserve and protect all franchises, patents, copyrights, trademarks and tradenames and other proprietary assets and preserve all the remainder of its properties used or useful in the conduct of its business substantially as conducted and operated during the present and preceding fiscal year; preserve all the remainder of its properties used or useful in the conduct of its business and keep the same in good repair, working order and condition, and from time to time make, or cause to be made, all needed and proper repairs, renewals, replacements, betterments and improvements thereto so that the business carried on in connection therewith may be properly conducted at all times.
(A) At all times maintain in some company or companies (having a Best's rating of A:XI or better) approved by Seller:
(I) Comprehensive public liability insurance covering claims for bodily injury, death, and property damage, with minimum limits satisfactory to the Seller, but in any event not less than those amounts customarily maintained by companies in the same or substantially similar business; and
Business and Financial Covenants. 44 12.4 Corporate Existence, Business, Maintenance, Insurance . . . 46 12.5 Payment of Taxes, etc.; ERISA . . . . . . . . . . . . . . . 47 12.6
