Certain Actions by Buyer Sample Clauses

Certain Actions by Buyer. Buyer has not: (1) made a general assignment for the benefit of creditors, (2) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer's creditors, (3) suffered the appointment of a receiver to take possession of all or substantially all of Buyer's assets, (4) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (5) admitted in writing Buyer's inability to pay its debts as they come due, or (6) made an offer of settlement, extension, or composition to its creditors generally.

Certain Actions by Buyer. Buyer understands and acknowledges that certain extraordinary activities Buyer might undertake prior to the Closing could impact the value of the Merger Consideration to be received by Company’s shareholders. Accordingly, Buyer agrees: (i) to keep the Chief Executive Officer of Company informed, on a reasonably current basis, of the status of any plans that Buyer is seriously considering (and that would, if consummated, be commenced prior to or immediately following the Effective Time) with respect to (A) a material sale of additional shares of Buyer’s equity securities (or securities exercisable for or convertible into Buyer’s equity securities) in a public or private offering, or (B) a material acquisition of another whole bank, by merger or otherwise; (ii) to invite the Chief Executive Officer of Company to attend and participate in (on a non-voting basis) all meetings of Buyer’s Directors at which any significant discussion is expected to be held with respect to an event described in (c)(i) above, including without limitation all meetings of Buyer’s full Board of Directors and committee meetings at which such matters are being considered; and (iii) that it will not effect a transaction described in Section 5.02(c)(i)(A) above without either (x) confirming the non-objection of Company (acting through its Chief Executive Officer), or (y) providing to the Chief Executive Officer of Company a reasonably detailed analysis of why Buyer’s Board of Directors has determined in its good faith business judgment, by a vote of at least two-thirds of the members of such Board, to do so. Company’s Chief Executive Officer shall, prior to attending any such meeting, execute a confidentiality agreement appropriate for a Board observer.

Certain Actions by Buyer. (a) Buyer shall not, and shall cause the Business Subsidiaries not to, without the prior written consent of Seller, from the period commencing with the Closing Date until December 31, 2010 pay any dividends or distributions with respect to any Foreign Business Subsidiary (other than any Foreign Business Subsidiary for which a 338(g) election has been made pursuant to Section 7.07(b). For the avoidance of doubt, the covenants contained in this Section 7.07(a) shall apply only if the Closing Date occurs on or prior to December 31, 2010, and such covenants shall not apply if the Closing Date occurs on or after January 1, 2011. (b) At the election of Buyer, Buyer shall be permitted to make, or caused to be made, an election pursuant to Section 338(g) of the Code (or similar election under state, local, or foreign Law) with respect to the acquisition of the Shares or the equity interests of any Business Subsidiary, provided that, in connection with any such election, Buyer shall (A) no later than 60 days prior to the filing of such election, determine and provide to Seller an allocation of the relevant portion of the Total Consideration among the assets that will be deemed to be acquired, for United States federal income tax purposes, pursuant to Section 338(g) of the Code, in accordance with Section 338 and the applicable Treasury Regulations, (B) consult with Seller, in good faith, as to the determination of such allocation and any relevant considerations relating thereto, (C) no later than 30 days following the delivery by Seller to Buyer of a written statement setting forth the computation of the Reimbursement Amount (as defined below) in reasonable detail, reimburse Seller or any of its Affiliates (as the case may be) for any increased Taxes incurred by Seller or any of its Affiliates as a result of any Section 338(g) election or analogous elections made, or to be made, such that the Seller or any of its Affiliates, as applicable, will receive the same after-tax proceeds as if the applicable Selling Corporation had sold stock and no Section 338(g) election or any analogous election was made (the “Reimbursement Amount”), and (D) promptly provide written notice to Seller of any audit or other investigation that may be initiated in connection with a Section 338(g) election or any analogous election. If the Buyer and Seller disagree as to the computation of the Reimbursement Amount, the reconciliation procedure set forth in Section 2.08 hereof shall apply to r...

Certain Actions by Buyer. Buyer shall not, without the prior consent of the Sellers’ Representative (which consent shall not be unreasonably withheld), make, or cause to permit to be made, any Tax election, or adopt or change any method of accounting, or undertake any extraordinary action, in each case, on the Closing Date, which would have an adverse impact on the Sellers or the Company or any of its Subsidiaries that is material for any period or portion thereof ending on or prior to the Closing Date. For the avoidance of doubt, nothing in this Section 9.11

Certain Actions by Buyer. None of the OP, the Company or any material subsidiary or Affiliate thereof has (i) made a general assignment for the benefit of creditors; (ii) filed any voluntary petition in bankruptcy or suffered the filing of any involuntary petition by Buyer's creditors; (iii) suffered the appointment of a receiver to take possession of all or substantially all of Buyer's assets, (iv) suffered the attachment or other judicial seizure of all, or substantially all, of Buyer's assets, (v) admitted in writing Buyer's inability to pay its debts as they come due; or (vi) made an offer of settlement, extension, or composition to its creditors generally.

Certain Actions by Buyer. Buyer shall not, and shall cause the Business Subsidiaries not to, without the prior written consent of Seller, take any action, including, making any Tax election, or enter into any transaction with respect to any Business Subsidiary (other than actions and transactions that are (i) required by applicable Law, (ii) taken or entered into (A) pursuant to an agreement that such Business Subsidiary entered into prior to the Closing or (B) in the ordinary course of business and consistent with past practice of such Business Subsidiary, (iii) required to be taken or entered into pursuant to this Agreement or (iv) taken to effect guarantees or pledges required pursuant to the Financing Documents) that is effective on or prior to the Closing Date.

Certain Actions by Buyer. Buyer shall not cause the Company to merge with another entity, regardless of whether the Company or such other entity survives such merger, until the first business day following the Closing Date.

Certain Actions by Buyer shall restrict Buyer from causing DR GP to make an election under Section 754 of the Code with respect to the taxable year of DR GP that includes the Closing Date.