CERTAIN OPERATING COVENANTS Sample Clauses
The "Certain Operating Covenants" clause sets out specific obligations and restrictions regarding how a business or asset must be managed during the term of an agreement. Typically, this clause requires the party in control to operate in the ordinary course, maintain assets, comply with laws, and avoid significant changes without consent. For example, it may prohibit selling key assets, incurring new debt, or altering business operations without prior approval. The core function of this clause is to preserve the value and stability of the business or asset, ensuring that its condition does not materially change to the detriment of the other party before a transaction closes or during a contractual relationship.
CERTAIN OPERATING COVENANTS. Without CSBI's prior written consent (which consent, in the case of Sections 5.9.9 through 5.9.14, shall not be unreasonably withheld or delayed), Eldorado shall not, and in the case of Section 5.9.7, the Eldorado officers identified in the definition of "Eldorado's Knowledge" shall not:
CERTAIN OPERATING COVENANTS. The Company, the Principal Member and the Class A Representative Member agree that:
CERTAIN OPERATING COVENANTS. Without the Company's prior written consent (which consent, in the case of Sections 4.9.9 through 4.9.14, shall not be unreasonably withheld or delayed), SUBJECT BANK shall not:
4.9.1 declare or make any payment or distribution with respect to its capital stock or other securities, whether by way of payment of interest or principal, redemption, dividend or otherwise;
4.9.2 (a) create, authorize, issue, sell or deliver any of its capital stock, bonds or other of its securities (whether authorized and unissued or held in treasury) or any instrument convertible into any of them; (b) grant or otherwise issue any options, warrants or other rights with respect thereto; (c) amend the terms of any rights with regard to the SUBJECT BANK securities; or (d) split up, combine or reclassify any of its outstanding stock;
4.9.3 acquire, by merging or consolidating with, by purchasing a substantial equity interest in or a substantial portion of the assets of, or by any other manner, any business, including any corporation, partnership, association or other business organization or division thereof;
4.9.4 excepting those matters identified on Exhibit 4.9.4, (a) create, renew, amend or terminate, or give notice of a proposed renewal, amendment or termination of, any material contract, agreement or lease for goods, services or office space to which the applicable Party is a party or by which the applicable Party or any of its properties is bound, excepting only contracts, agreements and leases under which the aggregate annual payments by either party do not exceed $50,000, (b) make any single capital expenditure exceeding $50,000 or any capital expenditures exceeding $100,000 in the aggregate, or (c) relocate or terminate, or file any application to relocate or terminate, the operations of any of its banking offices;
4.9.5 enter into any new line of business;
4.9.6 change its methods of accounting in effect at December 31, 1997, except as required by changes in GAAP or RAP as concurred with by the applicable Party's independent auditors;
4.9.7 commit any act or omission which constitutes a Violation of any Law, Regulatory Agreement or any material contract or license to which the applicable Party is a party or by which it or any of its properties is bound which Violation, individually or in the aggregate, has or reasonably could be expected to have a Material Adverse Effect on such Party;
4.9.8 make any equity investment in any real estate or real estate development project,...
CERTAIN OPERATING COVENANTS. 37 5.10 Shareholder and Non-Competition Agreements....................... 38 5.11 Fair Price Structure............................................. 39 ARTICLE VI
CERTAIN OPERATING COVENANTS. Without the consent of the Holders of a majority of the Registrable Securities, the Company shall not:
(a) invest in, acquire an equity interest in, or otherwise acquire, any other business entity;
(b) make any loan or guarantee (excluding accounts receivable) in excess of $10,000 per transaction;
(c) make any material change within two years of the date of this Agreement in the nature of the business as now conducted or as contemplated by the Company's current business plan;
(d) engage in any material transaction not in the ordinary course of the Company's business; or
(e) engage in any transaction of a business nature with any member of management of the Company, other than the payment of compensation, including, but not limited to, base salaries, cash bonuses, and employee stock option grants, in the ordinary course of business as approved by the board of directors. the company shall not, without the unanimous approval of all members of its board of directors, increase the number of shares reserved for issuance pursuant to the company's stock option plans to more than 4,210,564 shares of the company's common stock.
CERTAIN OPERATING COVENANTS. 39 4.9.1 .......................................................................39 4.9.2 .......................................................................39 4.9.3 .......................................................................39 4.9.4 .......................................................................40 4.9.5 .......................................................................40 4.9.6 .......................................................................40 4.9.7 .......................................................................40 4.9.8 .......................................................................40 4.9.9 .......................................................................40 4.9.10 .......................................................................40 4.9.11 .......................................................................41 4.9.12 .......................................................................41 4.9.13 .......................................................................41 4.9.14 .......................................................................41 4.9.15 .......................................................................41 4.10 Certain Covenants of the Company..................................................42 4.11 Covenants Regarding Employees, Directors and Officers.............................42 4.11.1
CERTAIN OPERATING COVENANTS. Without Parent's prior written consent (which consent shall not be unreasonably withheld or delayed), and without limiting the generality of the provisions of Section 5.7, the Company shall not:
5.9.1 Amend or otherwise change the Articles of Organization or Bylaws of the Company;
5.9.2 Issue, sell, pledge, dispose of or encumber, or authorize the issuance, sale, pledge, disposition or encumbrance of, any shares of capital stock of any class (other than upon the exercise of vested Company Options under the Option Plans), Convertible Securities or any other rights of any kind to acquire any shares of capital stock or Convertible Securities, or any other ownership interest (including, without limitation, any phantom interest) in the Company;
CERTAIN OPERATING COVENANTS. Without the consent of the Holders of a majority of the Registrable Securities, the Company shall not: