Business Structure and Operations Sample Clauses

Business Structure and Operations. Borrower shall not, without Capital's prior written consent: A. Sell, lease, or otherwise dispose of, move, relocate (except in connection with a relocation of Borrower's business facility) or transfer, whether by sale or otherwise, any of Borrower's assets which, in a single transaction or series of related transaction, have a value in excess of Ten Thousand Dollars ($10,000), except sales of Inventory in the ordinary and usual course of Borrower's business as presently conducted; B. Change Borrower's name or form of entity, or add any new fictitious name; C. Acquire, merge or consolidate with or into any other business organization, except in a transaction in which (i) the Guarantors hold at least fifty percent (50%) of the common stock and other capital stock of the surviving corporation immediately after such merger or consolidation, and (ii) Borrower is the surviving corporation; D. Enter into any transaction not in the ordinary and usual course of Borrower's business; E. Guarantee or otherwise become in any way liable with respect to the obligations of any third party except by endorsement of instruments or items of payment for deposit to the general account of Borrower or which are transmitted or turned over to Capital; F. Make any change in the Borrower's financial structure or in any of its business objectives, purposes or operations which could adversely affect the ability of Borrower to repay the Obligations; G. Incur any debts outside the ordinary and usual course of Borrower's business; H. Make any advance or loan to any person or entity; I. Prepay any existing indebtedness owing to any third party; J. Cause, permit or suffer any change, direct or indirect, in Borrower's capital ownership except as permitted in Section 8.4C; K. Make any distribution or declare or pay any dividends (in cash or in stock) on, or purchase, acquire, redeem or retire any of its capital stock, of any class, whether now or hereafter outstanding; provided, however, that so long as no Event of Default shall have occurred, and is continuing, Borrower may pay an annual dividend on the preferred stock held by United Golf on the condition that the EBITDA for Borrower for the fiscal year then ended for which the dividend is to be paid is not less than one hundred fifty percent (150%) of the amount of the proposed dividend; provided further, however, that in no event shall the annual dividend paid to the United Golf for any fiscal year exceed, in the aggregate, Seventy Seven ...
Sample 1See All (6)
Business Structure and Operations. Borrower shall not, without Capital's prior written consent: A. Sell, lease, or otherwise dispose of, move, relocate (except in connection with a relocation of Borrower's business facility) or transfer, whether by sale or otherwise, any of Borrower's assets, except sales of Inventory in the ordinary and usual course of Borrower's business as presently conducted; B. Change Borrower's name or form of entity, or add any new fictitious name; C. Acquire, merge or consolidate with or into any other business organization; D. Enter into any transaction not in the ordinary and usual course of Borrower's business; E. Guarantee or otherwise become in any way liable with respect to the obligations of any third party except by endorsement of instruments or items of payment for deposit to the general account of Borrower or which are transmitted or turned over to Capital; F. Make any change in the Borrower's financial structure or in any of its business objectives, purposes or operations which could adversely affect the ability of Borrower to repay the Obligations; G. Incur any debts outside the ordinary and usual course of Borrower's business; H. Make any advance or loan to any person or entity; I. Prepay any existing indebtedness owing to any third party; J. Cause, permit or suffer any change, direct or indirect, in Borrower's capital ownership; K. Make any distribution or declare or pay any dividends (in cash or in stock) on, or purchase, acquire, redeem or retire any of its common stock, of any class, whether now or hereafter outstanding; L. Suspend or go out of business; M. Pay total compensation to officers of Borrower (or any of their relatives), including salaries, withdrawals, fees, bonuses, commissions, drawing accounts and other payments, whether directly or indirectly, in money or otherwise, during the each fiscal year of Borrower during the term of this Agreement in an aggregate amount for all such officers in excess of one hundred and fifty percent (150%) such amounts in effect on the date hereof; N. Make any loans, advances, intercompany transfers or cash flow between the Borrower and any subsidiary, related entity or affiliate of the Borrower or with any company that has common officers or directors with the Borrower.
Sample 1
Business Structure and Operations. Borrower shall not, without --------------------------------- Lenders' prior written consent: (a) enter into any leases, agreements, contracts or other commitments, whether written or oral, other than commitments made in the ordinary and regular course of Borrower's business and not of unusual size or duration; (b) authorize or create any new class of securities of Borrower or make any change in Borrower's corporate charter or its bylaws; (c) sell, assign, lease or otherwise transfer or dispose of or encumber any property (real or personal), except for the sale of inventory and the replacement of equipment, all in the ordinary and usual course of business; (d) take any action that results in any merger or consolidation of Borrower with or into any Person, any acquisition of all or substantially all of the assets of Borrower or any reorganization of Borrower's capital structure; (e) wind up, liquidate or dissolve its affairs; (f) purchase, lease or otherwise acquire all or any part of the property or assets of any Person (other than purchases or other acquisitions of inventory, leases, materials and equipment in the ordinary course of business); (g) grant any options, warrants or other rights to purchase or obtain any of its capital stock or issue, sell or otherwise dispose of any of its capital stock (except to Lenders); (h) declare, set aside, or pay any dividend or distribution with respect to any class of its capital stock or issue (whether in cash or in kind), or redeem, repurchase or otherwise acquire any of its capital stock; (i) issue any note, bond or other debt security or create, incur, assume or guarantee any Indebtedness for borrowed money or capitalized lease obligations other than Indebtedness incurred in the ordinary and usual course of business; (j) make any capital investment in, make any loan to, or acquire the securities or assets of any other person or entity; (k) except as permitted pursuant to the employment agreements described in Section 3.01(d), or employment agreements entered into to replace terminated employees, hire any employee (i) for a term of more than one year, (ii) for compensation in excess of $100,000 per annum, or (iii) other than in the ordinary and usual course of Borrower's business; (l) make any material change in the business of Borrower or conduct Borrower's business or take any other action otherwise than in the ordinary and usual course of business; (m) amend or change the period of exercisability or accelerate...
Sample 1
Business Structure and Operations. Borrower shall not, without PCMI's prior written consent: 6.2.1 Other than sales or leases of Inventory in the ordinary and usual course of Borrower's business as presently conducted, sell, lease, or otherwise dispose of, move, relocate (except in connection with a relocation of Borrower's business facility) or transfer, whether by sale or otherwise, any of Borrower's assets; 6.2.2 Change Borrower's name or form of entity, or add any new fictitious name; 6.2.3 Acquire, merge or consolidate with or into any other business organization; 6.2.4 Enter into any transaction not in the ordinary and usual course of Borrower's business; 6.2.5 Incur any debts outside the ordinary and usual course of Borrower's business, except for renewals or extensions of existing debts; 6.2.6 Make any advance or loan except in the ordinary course of business; 6.2.7 Make any distribution or declare or pay any dividends (in cash or in stock) on, or purchase, acquire, redeem or retire any of its capital stock, of any class, whether now or hereafter outstanding; or 6.2.8 Suspend or go out of business.
Sample 1

Related to Business Structure and Operations

  • Business and Operations Borrower will continue to engage in the businesses presently conducted by it as and to the extent the same are necessary for the ownership, maintenance, management and operation of the Property. Borrower will qualify to do business and will remain in good standing under the laws of each jurisdiction as and to the extent the same are required for the ownership, maintenance, management and operation of the Property.

  • Management and Operations Promotes the learning and growth of all students and the success of all staff by ensuring a safe, efficient, and effective learning environment, using resources to implement appropriate curriculum, staffing, and scheduling

  • Capital Structure and Business If all or part of a Credit Party's Stock is pledged to Agent, that Credit Party shall not issue additional Stock. No Credit Party shall amend its charter or bylaws in a manner that would adversely affect Agent or Lenders or such Credit Party's duty or ability to repay the Obligations. No Credit Party shall engage in any business other than the businesses currently engaged in by it or businesses reasonably related thereto.

  • STANDARDS OF MANAGEMENT AND OPERATIONS In performing its obligations hereunder, during the term of this ESA, the Competitive Supplier shall exercise reasonable care to assure that its facilities are prudently and efficiently managed; that it employs an adequate number of competently trained and experienced personnel to carry out its responsibilities; that it delivers or arranges to deliver a safe and reliable supply of such amounts of electricity to the Point of Delivery as are required under this ESA; that it complies with all relevant industry standards and practices for the supply of electricity to Participating Consumers; and that, at all times with respect to Participating Consumers, it exercises good practice for a Competitive Supplier and employs Commercially Reasonable skills, systems and methods available to it.

  • Management and Operations of Business Except as otherwise expressly provided in this Agreement, all powers to control and manage the business and affairs of the Partnership shall be vested exclusively in the General Partner; the Limited Partner shall not have any power to control or manage the Partnership.

  • Management and Operation 6.01 Management of Partnership Affairs 16 6.02 Duties and Obligations of General Partner 17 6.03 Release and Indemnification 17 6.04 Power of Attorney 18

  • BUSINESS STRUCTURE AND ASSIGNMENTS 5.17.1 Contractor shall not assign this Agreement at law or otherwise or dispose of all or substantially all of its assets without the Director’s prior written consent. Nothing in this clause, however, prevents the assignment of accounts receivable or the creation of a security interest under Section 9.406 of the Texas Business & Commerce Code. In the case of such an assignment, Contractor shall immediately furnish the Director and CPO with proof of the assignment and the name, telephone number, and address of the Assignee and a clear identification of the fees to be paid to the Assignee. 5.17.2 Contractor shall not delegate any portion of its performance under this Agreement without the Director’s prior written consent.

  • Use and Operation 3.1 Permitted Use ......................................................................................................

  • Maintenance and Operation Member-Generator agrees to maintain their system and facilities in accordance with applicable manufacturer's recommended maintenance schedule and standard prudent engineering practices. Member-Generator covenants and agrees to operate their system, facilities and equipment so as to minimize the likelihood for a malfunction or other disturbance, damaging or otherwise affecting or impairing Cooperative’s electrical system. Member-Generator shall comply with all applicable laws, regulations, zoning, building codes, safety rules and other environmental regulations or restrictions applicable to the design, installation, operation and maintenance of the Member-Generator's System.

  • Communications and Operations Management a. Network Penetration Testing - DST shall, on approximately an annual basis, contract with an independent third party to conduct a network penetration test on its network having access to or holding or containing Fund Data. DST shall have a process to review and evaluate high risk findings resulting from this testing.