Certain Prohibited Activities. The corporation shall be prohibited, except in certain circumstances, from engaging in or causing the partnership to engage in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the corporation’s or partnership’s assets, transfer of ownership assets, transfer of partnership interests, incurrence of additional debt, amendment of the corporation’s articles of incorporation and amendment of the partnership agreement.
Certain Prohibited Activities. Neither the Company nor any of its directors, officers or other employees has (i) used any Company funds for any unlawful contribution, endorsement, gift, entertainment or other unlawful expense relating to any political activity, (ii) made any direct or indirect unlawful payment of Company funds to any foreign or domestic government official or employee, (iii) violated or is in violation of any provision of the Foreign Corrupt Practices Act of 1977, as amended, or (iv) made any bribe, rebate, payoff, influence payment, kickback or other similar payment to any person.
Certain Prohibited Activities. Notwithstanding any provision hereof to the contrary, the following shall govern:
(a) The indebtedness of the Company shall consist only of a first lien mortgage on the Properties arising from financing by First Union National Bank (the "Mortgage"), any other indebtedness permitted under the Mortgage, and normal trade accounts payable in the ordinary course of business. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company shall not incur, assume, or guaranty any indebtedness not permitted hereunder.
(b) The Company shall not consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety to any entity, unless:
(i) the entity that is formed upon such consolidation, that survives such merger (if other than the Company), or that acquires by conveyance or transfer the properties and assets of the Company substantially as an entirety, shall: (A) be organized and existing under the laws of the United States of America or any State or the District of Columbia, (B) include in its organizational documents the same limitations set forth in this Article II and in Section 2.4 hereof (Separateness Covenants), and (C) expressly assume the due and timely performance of the Company's obligations; and
(ii) immediately after giving effect to such transaction, no default or event of default will have occurred under any agreement to which the Company is a party.
(c) For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, the Company shall not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of the Sole Member's Board of Directors. For so long as any obligation secured by the Mortgage remains outstanding and not paid in full, no material amendment to this Company Agreement may be made without the prior approval of the mortgagee holding the Mortgage.
Certain Prohibited Activities. The partnership shall be prohibited, except in certain circumstances, from engaging in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the partnership’s assets, transfer of partnership interests, incurrence of additional debt and amendment of the partnership agreement.
Certain Prohibited Activities. The limited liability company shall be prohibited, except in certain circumstances from engaging in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the limited liability company’s assets, transfer of limited liability company interests, incurrence of additional debt and amendment of the articles of organization.
Certain Prohibited Activities. Until the Effective Time, ----------------------------- except as contemplated by this Agreement or as set forth on Section 4.2 of the Xxxxxxx Disclosure Schedule, Xxxxxxx shall not, and shall not permit any of its Subsidiaries to, without the prior written consent of Shire: (a) cease to be a corporation duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation, or in good standing as a foreign corporation in any jurisdiction where the character of its assets or nature of its business makes such qualification necessary; (b) authorize or issue any additional shares of its capital stock, any Equity Equivalents, any debt securities or other evidence of its indebtedness or any SARs; (c) repay any of its Indebtedness prior to scheduled maturity (other than in the ordinary course of business) or redeem or otherwise acquire any of its capital stock or any Equity Equivalents or make any payment with respect to any of the foregoing (other than regular, periodic payments of interest made with respect to any Indebtedness); (d) split, combine or reclassify any of its capital stock or declare, set aside or pay any dividend or other distribution in respect of any of its capital stock; (e) acquire any stock, partnership or other equity interest in or any equity or debt security of any other person or entity; (f) amend its Certificate of Incorporation or By-Laws (or equivalent charter documents); (g) violate or fail to comply in any material respect with any statute, law, ordinance, regulation, rule, order or other legal requirement of any government, authority or any other governmental department or agency, or any judgment, decree or order of any court or governmental body or agency applicable to its business or operations (other than any violations or failures to comply which could not reasonably be expected, individually or in the aggregate, to have a Xxxxxxx Material Adverse Effect); (h) enter into any contract, agreement or other commitment with any
(i) grant to any officer of Xxxxxxx or any of its Subsidiaries any increase in compensation, (ii) grant to any employee of Xxxxxxx or any of its Subsidiaries any increase in severance or termination pay, (iii) enter into any employment, severance or termination agreement with any employee of Xxxxxxx or any of its Subsidiaries or (iv) enter into any Employment Obligation, or permit the modification or termination of any existing Employment Obligation; (l) dispose of, permit t...
Certain Prohibited Activities. The limited liability company shall be prohibited, except in certain circumstances from engaging in certain activities, including various types of insolvency proceedings, dissolution, liquidation, consolidation, merger, sale of all or substantially all of the limited liability company's assets, transfer of limited liability company interests, incurrence of additional debt and amendment of the articles of organization. "Notwithstanding any provision hereof or of any other document governing the formation, management or operation of the Limited Liability Company to the contrary, the following shall govern: The Limited Liability Company shall only incur indebtedness in an amount necessary to acquire, operate and maintain the [Property] [use other term for the real estate if necessary]. For so long as any mortgage lien exists on the [Property] [use other term for the real estate if necessary], the Limited Liability Company shall not incur, assume, or guaranty any other indebtedness. The Limited Liability Company shall not consolidate or merge with or into any other entity or convey or transfer its properties and assets substantially as an entirety to any entity unless (i) the entity (if other than the Limited Liability Company) formed or surviving such consolidation or merger or that acquired by conveyance or transfer the properties and assets of the Limited Liability Company substantially as an entirety (a) shall be organized and existing under the laws of the United States of America or any State or the District of Columbia, (b) shall include in its organizational documents the same limitations set forth in this Article ______ and in Article [insert section setting forth Separateness Covenants], and (c) shall expressly assume the due and punctual performance of the Limited Liability Company's obligations; and (ii) immediately after giving effect to such transaction, no default or event of default under any agreement to which it is a party shall have been committed by this limited liability company and be continuing. For so long as a mortgage lien exists on the [Property] [use other term for the real estate if necessary], the Limited Liability Company will not voluntarily commence a case with respect to itself, as debtor, under the Federal Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of the Limited Liability Company. For so long as a mortgage lien exists on the [Property] [use other term for the r...
Certain Prohibited Activities. Borrower shall only incur indebtedness in an amount necessary to acquire, construct, operate and maintain the Property. For so long as any deed of trust lien in favor of Texas Capital Bank, National Association, a national banking association, or its successors or assigns (the “First Mortgage”), exists on any portion of the Property, Borrower shall not incur, assume, or guaranty any other indebtedness. Borrower shall not dissolve or liquidate, or consolidate or merge with or into any other entity, or convey or transfer its properties and assets substantially as an entirety or transfer any of its beneficial interests to any entity. For so long as the First Mortgage exists on any portion of the Property, Borrower will not voluntarily commence a case with respect to itself, as debtor, under the United States Bankruptcy Code or any similar federal or state statute without the unanimous consent of all of the members of Borrower. For so long as the First Mortgage exists on any portion of the Property, no material amendment to the certificate of formation or operating agreement of Borrower may be made without first obtaining the written consent of the mortgagee holding the First Mortgage on any portion of the Property.
Certain Prohibited Activities. (a) Glacier shall not declare or pay any cash dividend, or make any other cash distribution, with respect to Glacier Common Stock, other than its regular quarterly dividend in an amount not to exceed $0.15 per share and special dividends consistent with past practice, in an amount not to exceed $0.05 per share; and
(b) neither Glacier nor any of its Subsidiaries will acquire any assets (including the capital stock of, or ownership interest in, another entity) outside the ordinary course of business, except that Glacier and/or its financial institution Subsidiaries may acquire the assets and liabilities of or capital stock of one or more financial institutions so long as the deposit liabilities acquired or assumed in all such transactions do not exceed $200 million in the aggregate; provided the foregoing shall not apply to the purchase of branches, deposits and associated loan assets from Wellx Xxxgo and First Security Bank, N.A. on terms and conditions consistent with those previously disclosed by Glacier to WesterFed.
Certain Prohibited Activities. 9.1.1 the Company shall only incur indebtedness in an amount necessary to acquire, operate, maintain and replace the Property;
